METIS CYBERSPACE TECHNOLOGY
Terms and Conditions
Terms of Usage
THE SERVICE PROVIDERS (DEFINED BELOW) ARE WILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE WEB SERVICES (DEFINED BELOW) ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED HEREIN.
PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. BY ACCEPTING A PROPOSAL BY METIS CYBERSPACE TECHNOLOGY SA OR SIGNING ANY AGREEMENT WITH METIS CYBERSPACE TECHNOLOGY SA OR CLICKING ON “I ACCEPT”, YOU WILL INDICATE YOUR AGREEMENT WITH ALL THE TERMS CONTAINED HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY OR PERSON, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY OR PERSON TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY OR PERSON, THEN THE SERVICE PROVIDERS ARE UNWILLING TO GRANT YOU RIGHTS TO ACCESS AND USE THE WEB SERVICES.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE METIS CYBERSPACE TECHNOLOGY SA WEBSITE OR ANY OTHER WEBSITE, APPLICATION, PRODUCT OR SERVICE LINKING TO OR CONTAINING THESE TERMS AND CONDITIONS (EACH A “SITE”). YOUR ACCEPTANCE OF AND AGREEMENT TO ABIDE BY ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN GOVERNING YOUR USE OF THE SITE AND ANY MATERIALS CONTAINED HEREIN IS A CONDITION OF YOUR RIGHTS TO FURTHER ACCESS THE SITE AND ANY AND ALL MATERIALS CONTAINED ON OR ACCESSED THROUGH THE SITE. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE SITE.
PLEASE NOTE THAT THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL APPLY TO YOU WHETHER YOU ACCESS THE SITE OR APPLICATIONS DIRECTLY, WHETHER THE SITE IS MADE AVAILABLE TO YOU BY A THIRD PARTY OR WHETHER YOU ACCESS THE SITE BY ANY OTHER MEANS. SUCH TERMS AND CONDITIONS SHALL TAKE PRECEDENCE OVER ANY CONFLICTING TERMS PUBLISHED BY A THIRD PARTY THAT YOU MAY HAVE ACCEPTED (OR IN THE FUTURE BE REQUIRED TO ACCEPT) RELATING TO YOUR ACCESS OR USE OF THE SITE OR ANY CONTENT OR MATERIAL CONTAINED ON THE SITE OR ANY OTHER WEBSITE, APPLICATION, PRODUCT OR SERVICE LINKING TO IT.
TERMS OF AGREEMENT
Effective Date as of first day METIS Cyberspace Technology SA services commence.
1.1.1 This is an agreement by and among the originator of the Web Services (the Primary Service Provider), the party that offered and sold you the Web Services (the Secondary Service Provider, which will be METIS Cyberspace Technology SA (www.metis.tech) or a METIS Cyberspace Technology SA authorized reseller), and you.
1.1.2 Both the Primary Service Provider and the Secondary Service Provider will be referred to collectively as the Service Provider, and both will have full rights to enforce this terms and conditions. All references to “we”, “us”, and “our‚ shall be construed to mean the Service Provider.
1.1.3 If you are not acting on behalf of yourself as an individual, then “you”, “your”, “customer”, and “yourself” means your company or organization or the person you are representing. The company or organization you represent will be the one registered and paying for the web services specified as part of the Purchase Agreement.
1.1.4 METIS Cyberspace Technology SA (www.metis.tech) include all subsidiaries of METIS Cyberspace Technology SA (www.metis.tech) and joint venture partner companies. North American based clients will be deemed to have purchased the web service via METIS Cyberspace Technology SA (www.metis.tech) partners or a METIS Cyberspace Technology SA (www.metis.tech) subsidiary.
1.2 “Web Services.” The web services described and specified as part of the Purchase Agreement and any updates or upgrades to such services which may be generally released by METIS Cyberspace Technology SA to all customers from time to time.
1.3 “Site”. https://www.metis.tech website including all METIS Cyberspace Technology sites, indicatively METIS Space (https://space.metis.tech/) and all related web services and BOT functionalities.
1.4 “Authorized Users.” The number of identifiable unique persons consisting of your personnel and outside consultants who are authorized to access and use the Services as determined by you but not exceeding the maximum number of users paid for. Authorized Users may include your third-party consultants, outsourcers, contractors and other service providers.
1.5 “Affiliate.” With respect to you, any parent or subsidiary corporation, and any corporation or other business entity controlling, controlled by or under common control with you, which agrees in writing to be bound by all your obligations hereunder.
1.6 “Customer Data.” Customer’s information or other data processed, stored or transmitted by, in or through the Services, including without limitation personal information relating to the Customer’s personnel, customers, and prospective customers such that the identity of such persons is apparent or can reasonably be determined from such personal information.
1.7 “Proprietary Rights.” Any and all rights, whether registered or unregistered, in and with respect to patents, copyrights, confidential information, know-how, trade secrets, moral rights, contract or licensing rights, confidential and proprietary information protected under contract or otherwise under law, trade names, domain names, trade dress, logos, animated characters, trademarks, service marks, and other similar rights or interests in intellectual or industrial property.
1.8 “Purchase Agreement”. Details of the purchase and Web Services required are agreed upon the acceptance from the customer of the relevant proposal submitted by METIS. Confirmation that the customer wishes to proceed and commit to an annual subscription service is deemed to have taken place when the periodic subscription fee has been paid.
2.1 This Agreement between you and the Service Provider consists of this Terms of Service Agreement.
- Modification of Terms and Conditions. We reserve the right to modify these Terms and Conditions at any time. You should check these Terms and Conditions periodically for modifications . IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THIS SITE FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE.
- Web Services are not available to minors under the age of 18 years of age and any user that has been suspended or removed from the system.
- Web Services. Web Services consist of METIS Cyberspace Technology SA (www.metis.tech) software, incorporating the METIS Cyberspace Technology SA strategy center that the Backend Services Provider provides through its website. We reserve the right to update and modify the Services from time to time.
- The standard minimum Web Services uptime is 97% annually (at least 355 days per year) unless otherwise is specified in the Purchase Agreement. Availability means that the users have access to the services, and they get the expected responses to their requests.
- Use and Restrictions. Subject to the terms and conditions of this Agreement, you may access and use the Web Services only through the login protocols provided to you, but only for your own internal purposes. All rights not expressly granted in this Agreement are reserved by the Service Providers and their licensors.
7.1 You will be granted authorized login protocols for the Web Services, and you agree not to use the Web Services in excess of your authorized login protocols. You agree not to access (or attempt to access) the Web Services by any means other than through the login protocols we provide. You agree not to access (or attempt to access) the Web Services through any automated means (including use of scripts or web crawlers), and you agree to comply with the instructions set out in any file present on the Web Services.
7.2 You are not authorized to (i) resell, sublicense, transfer, assign, or distribute the Web Services or content; (ii) modify or make derivative works based upon the Web Services or content; (iii) “frame” or “mirror” the Web Services or content on any other server or Internet enabled device, or (iv) reverse engineer, decompile the Web Services or their enabling software for any purpose.
7.3 You are not authorized to use our Web Services or servers for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, or pornographic material, or any other material which we deem to be objectionable. The designation of any such materials is entirely at our sole discretion.
- Inquiries Regarding Web Services. You agree to make all inquiries regarding the Web Services and technical support directly to the Primary Service Provider.
- The software and technology used by the Primary Service Provider to generate and provide the Web Services are protected by law, including, but not limited to, European Union, United States copyright law and international treaties. The copyrights and other intellectual property rights in this material are owned by the Primary Service Provider and/or others. Except for the limited rights granted herein, all other rights are reserved.
- You agree that we may terminate your account and access to the Web Services for cause without prior notice, upon the occurrence of any one of the following: (i) any material breach of this Agreement, or (ii) requests by law enforcement or other government agencies. Termination of your account includes (i) removal of access to all Web Services, and (ii) deletion of your login protocols. Further, you agree that all terminations shall be made in our sole discretion, and that we will not be liable to you or any third-party for any termination of your account or access to Web Services and/or data that you lose access too.
- Your Account-Related Responsibilities. You are responsible for maintaining the confidentiality of your login protocols, and any additional information that we may provide regarding accessing the Web Services. If you knowingly share your login protocols with another person who is not authorized to use the Web Services, this Agreement is subject to termination for cause. You agree to immediately notify us of any unauthorized use of your login protocols or any other breach of security.
- Mutual Exchange of Confidential Information. The parties anticipate that each may disclose confidential information to the other. Accordingly, the parties desire to establish in this Section terms governing the use and protection of certain information one party (“Owner”) may disclose to the other party (“Recipient”).
12.1 Definition of Confidential Information. For purposes hereof, “Confidential Information” means (i) the terms and conditions hereof, (i) non-public aspects of METIS Cyberspace Technology SA’ Site and the operation thereof, METIS Cyberspace Technology SA Technology, and the Services and additional services provided by METIS Cyberspace Technology SA, and METIS Cyberspace Technology SA’ business and technical information, and data, (iii) Customer Data, and non-public aspects of Customer’s technology, computer programs, and business and technical information, and data. In addition, Confidential Information includes information which, although not related to the Services or this Agreement, is nevertheless disclosed hereunder, and which, in any case, is disclosed by an Owner or its affiliate to Recipient in document or other tangible form bearing an appropriate legend indicating its confidential or proprietary nature, or which, if initially disclosed orally or visually is identified as confidential at the time of disclosure and a written summary hereof, also marked with such a legend, is provided to Recipient within fifteen (15) days of the initial disclosure.
12.2 Restrictions on Use and Disclosure. Recipient may use Confidential Information of Owner only for the purposes of this Agreement and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care. Recipient may disclose Confidential Information received hereunder only as reasonably required to perform its obligations under this Agreement and only to its employees who have a need to know for such purposes and who are bound by signed, written agreements to protect the received Confidential Information from unauthorized use and disclosure.
12.3 Exclusions. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that: (i) is in the possession or control of Recipient at the time of its disclosure hereunder; (ii) is, or becomes publicly known, through no wrongful act of Recipient; (iii) is received by Recipient from a third party free to disclose it without obligation to Owner, (iv) is independently developed by a party as evidenced by its written and dated records and without any breach of this Agreement; or (v) is the subject of a written permission to disclose provided by Owner. The Recipient may disclose Confidential Information of Owner pursuant to the requirements of a governmental agency or by operation of law, provided that such Recipient gives Owner written notice thereof as soon as practicable and reasonably cooperates with Owner to contest such disclosure.
12.4 Confidential Information. You agree that all non-public information that we provide regarding the Web Services, including without limitation, our pricing, marketing methodology, and business processes, is our proprietary confidential information. You agree to use this confidential information only for purposes of exercising your rights as our affiliate while in strict compliance with this Agreement, and you further agree not to use or disclose this confidential information for a period of three (3) years after termination as our affiliate.
12.5 and You authorize METIS Cyberspace Technology SA to gather data from various sources indicatively but not exclusively, Weather Data, Navigation Data, Vessel Propulsion Data, Fuel Oil Monitoring, Main Engine monitoring, Lub Oil monitoring, Electrical Power Production, Steam Production plants, Inert Gas, Cargo related, Water Ballast, Asset Condition monitoring, etc. either from automated Data Acquisition systems connected to your equipment onboard or onshore, or manually submitted indications, reports or written messages.
12.6 You may also submit suggestions or questions, photos, pictures, images, sound, or videos, or other information (collectively, “Submissions”) to METIS Cyberspace Technology SA through the METIS Cyberspace Technology SA website, mobile applications or a third party website or applications, feature or service that is accessible through the METIS Cyberspace Technology SA website but hosted by a Provider, so long as the Submission is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties, or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of spam or otherwise violate any section of present Terms in any way. Your Submissions to METIS Cyberspace Technology SA. subject to the Terms and Conditions set forth in this agreement. You may be required to register, and/or to provide information about yourself to METIS Cyberspace Technology SA or a Provider in order to provide a Submission. Use of any information you provide will be in accordance with METIS Cyberspace Technology SA’s Privacy Statement. You must ensure that the information you provide as part of the registration or uploading process is complete and accurate at all times. You may not use a false email address, impersonate any other individual or entity, or otherwise mislead us as to the origin of a Submission. In the event that you need to make any updates or changes to the information you provide when you register or upload a Submission, please contact our customer service at METIS Cyberspace Technology SA.
The website page(s) that you interact with when you make your Submission to METIS Cyberspace Technology SA may be hosted by a third-party Provider who specializes in providing such functionality, even though such page(s) may appear to be part of an METIS Cyberspace Technology SA website. METIS Cyberspace Technology SA may use such third-party Provider’s platform to host and manage your Submission(s).
If you do make a Submission, and unless we indicate otherwise, you grant METIS Cyberspace Technology SA and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable, transferrable and fully sub-licensable right to use, reproduce, host, cache, store, modify, edit, adapt, publish, translate, create derivative works from, distribute, and publicly display the Submission throughout the world in any media (e.g., websites, applications, television, etc.) for any purpose. You also grant us the right (but we shall have no obligation) to use the name, email address and/or user ID (if applicable) under which you posted the Submission, if we choose. You agree to confirm the above licenses in writing upon our request. You acknowledge and agree that you will not be compensated in any way for your Submission(s).
You represent and warrant that you own or otherwise control all of the rights to the Submissions that you post; that you have all necessary rights, licenses and authority to submit your Submissions and to grant METIS Cyberspace Technology SA and its affiliates the rights and license specified herein; that such Submissions do not infringe, misappropriate or violate the rights of any third party including, but not limited to, copyright, trademark, or other intellectual property rights, rights of publicity or privacy or defamation, moral rights, or portrayal in a false light; that the Submissions are not the subject of any threatened or pending litigation, claim or dispute; that the Submissions are complete and accurate; that the use of the Submissions you supply by METIS Cyberspace Technology SA and its affiliates and sub-licensees does not violate these Terms and Conditions and will not cause injury to any individual or entity; that you have the written consent, release and/or permission of each and every identifiable individual person in your Submission to use such person’s name or likeness and to grant METIS Cyberspace Technology SA and its affiliates the rights stated herein; that you have obtained signed location agreements when photographing or filming on private property not owned or controlled by you; and that you will defend, indemnify and hold METIS Cyberspace Technology SA and its affiliates harmless from all claims, demands, actions, and any liabilities, damages or expenses resulting therefrom, arising out of or relating to any breach of any of the foregoing representations or warranties or otherwise resulting from Submissions you supply. METIS Cyberspace Technology SA takes no responsibility and assumes no liability for any Submission. Without limiting the generality of the foregoing sentence, you agree that METIS Cyberspace Technology SA shall not be responsible or liable for any injuries or damages you may sustain in connection with the creation or production of your Submission(s) (for instance, if you suffer injuries while filming a video for submission to METIS Cyberspace Technology SA). Please make sure to take all necessary precautions.
All Submissions must be your sole, original work or output. No copyrighted music, trademarks, brands, or other intellectual property not owned by you may be used in your Submission. We will, in appropriate circumstances, terminate your account, and remove or disable your Submissions in the event of a dispute regarding intellectual property rights. METIS Cyberspace Technology SA also reserves the right to reject or remove any Submission, in its sole discretion, for any reason.
- Disclaimer of Actions of Third Parties. METIS Cyberspace Technology SA does not and cannot control the flow of data to or from METIS Cyberspace Technology SA’ Technology and other portions of the Internet. Such flow of data depends on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt customer’s connections to the Internet (or portions thereof). Although METIS Cyberspace Technology SA will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, METIS Cyberspace Technology SA cannot guarantee that such events will not occur. METIS CYBERSPACE TECHNOLOGY SA DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES.
- Onward Transfer of Personal Information outside Your Country of Residence. Any personal information which we may collect on the Web Services will be stored and processed in our servers located worldwide. You consent to the transfer of personal information outside your country of residence.
- Export Control. We provide Web Services and use software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. You acknowledge and agree that the Web Services shall not be used in, and none of the underlying information, software, or technology may be transferred or otherwise exported or re- exported to, countries to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Web Services, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National.
- Registration Data. Registration is required for you to establish an account at the Web Services. You agree (i) to provide certain current, complete, and accurate information about you as prompted to do so by our online registration form (“Registration Data”), and (ii) to maintain and update such Registration Data as required to keep such information current, complete and accurate. You warrant that your Registration Data is and will continue to be accurate and current, and that you are authorized to provide such Registration Data. You authorize us to verify your Registration Data at any time. If any Registration Data that you provide is untrue, inaccurate, not current or incomplete, we retain the right, in our sole discretion, to suspend or terminate rights to use your account. Solely to enable us to use information you supply us internally, so that we are not violating any rights you might have in that information, you grant to us a nonexclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by our computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (ii) combine the information with other content provided by us in each case by any method or means or in any medium whether now known or hereafter devised.
- We reserve the right to monitor your access and use of the Web Services without notification to you.
- You shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your link to the Internet. As part of the Web Services, the Service Provider shall implement reasonable and appropriate security procedures consistent with prevailing industry standards to protect data from unauthorized access by physical and electronic intrusion; provided, however, unless resulting from the failure of Service Provider to perform the forgoing obligations, the parties agree that Service Provider shall not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to Service Provider at the time. Service Provider will promptly report to you any unauthorized access to your data promptly upon discovery by Service Provider, and Service Provider will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in your data is required, you shall be solely responsible for any and all such notifications at your expense.
- At no additional charge to Customer, METIS Cyberspace Technology SA shall make daily incremental Backups (the “Incremental Backup”) and weekly full backups (the “Full Backups”) of Customer Data archived with the METIS Cyberspace Technology SA Technology. The prior day incremental backup and a copy of the weekly backup shall be stored off-site in a secure facility designed to store and maintain backups for emergency use. Upon storage of a weekly backup in the off-site facility, the prior weekly backup shall be made available to Customer by electronic delivery. Requests for Customer data need to be made to METIS Cyberspace Technology SA fourteen (14) days before the termination of this agreement at additional cost to the Customer on a times and materials basis. Customer data will be made available in a standard database document. Customer Data will be released only if Customer is current on all payments.
- No Commingling of Customer Data. The Services shall be operated in an environment where (i) all Customer Data shall be stored on files totally separate from those of other customers of METIS Cyberspace Technology SA, or (ii) all files containing Customer Data are partitioned sufficiently to protect the security and privacy of Customer Data
- Subscription License Term; Fees
21.1 Subscription Term. The initial term of this web service shall commence as of the Effective Date hereof and shall continue for a period of one year, unless specified otherwise. The initial term hereof shall automatically renew for successive one (1) year terms unless either party notifies the other in writing not less than thirty (30) days prior to the expiration of the current term of its intention not to renew. Both the initial term and any renewal term are subject to earlier termination as otherwise provided herein. Either party may choose not to renew this Agreement without cause for any reason.
21.2 Subscription Fees and Payment Terms. The periodic subscription license fees shall be payable on an annual basis, in advance, unless agreed otherwise. Periodic subscription license fee payments shall be as per the rate on METIS Cyberspace Technology SA’ website (www.metis.tech) at period commencement whether that be the initial term or renewal period. The subscription fee will be calculated based on the number of users required forming part of the Purchase Agreement. The initial number of users can be reduced only at the renewal date providing you notify METIS Cyberspace Technology SA in writing not less than thirty (30) days prior to the expiration of the current term
21.3 Additional Users. Additional users can be added to the subscription fee during the initial term and subsequent renewal periods. The fee for additional users will be the rate on METIS Cyberspace Technology SA’ website (www.metis.tech) at the time of requesting additional users or on written price quotation. The fee for additional users remains in force until the end of the 12-month initial term or subsequent 12 months renewal term. Only at the annual renewal date can additional users be reduced back down. Fees for additional users are payable monthly in accordance with 21.2. At the renewal date, unless we are notified by you thirty (30) days prior to the renewal date, the additional users will be included in the subscription license fees and payable as per 21.2.
21.3 Guaranteed Minimum Term. The initial term and subsequent renewals of this web service are for a period of one year, unless specified otherwise. If the Customer terminates the Agreement or ceases to continue making subscription fee payments prior to the expiration of the one (1) year term for any reason, then subscription fees for the remainder of the initial one year term shall accelerate and become due and payable in a lump sum immediately upon termination. If an annual fee has been paid there will be no refund for the remainder of the term.
21.4 Fee Increases. METIS Cyberspace Technology SA may increase periodic subscription fees at any time upon three months prior notice.
21.5 Late Charges. If Customer does not make timely payment to website operator of any amount payable hereunder, in addition to the remedies available to website operator at law or equity, website operator may collect interest on the sum then owing at the rate of 1.5% per month from the due date until payment by Customer; provided, however, that in no event shall the aggregate interest charges exceed the maximum rate of interest which could be charged under applicable law.
21.6 Termination for Cause. If either party fails to comply with any of the material terms and conditions of this Agreement, including without limitation the payment of any subscription license fee or reimbursement due and payable to METIS Cyberspace Technology SA under this Agreement, the non-defaulting party may terminate this Agreement and any and all license rights upon fifteen (15) days’ written notice to the defaulting party specifying any such breach, unless within the period of such notice, all breaches specified therein shall have been remedied.
- Purchase of Additional Services. Customer may elect to purchase rights for additional Authorized Users, Web services and/or any other METIS Cyberspace Technology SA products or services, and/ from time to time. Such additional purchases shall be governed by the terms and conditions hereof.
- Subscription Fees. Customer shall pay to METIS Cyberspace Technology SA periodic subscription fees for the Services and technical support services provided hereunder in accordance with the website (tech).
- All fees are exclusive of taxes or duties. If METIS Cyberspace Technology SA is required to pay or collect any federal, state, local, value added, tax or duty on any fees charged under this Agreement, or any other similar taxes or duties levied by any governmental authority, excluding taxes levied on METIS Cyberspace Technology SA’ net income, then such taxes and/or duties shall be billed to and paid by Customer immediately upon receipt of METIS Cyberspace Technology SA’ invoice and supporting documentation for the taxes or duties charged.
- Technical Support, Training, and Consulting Services. During the term hereof, the service provider shall provide technical support in the form of responses to questions by email or telephone at no additional charge within less than 4 working days. If additional services are required for the proper use and operation of the Services or if training or consulting services are requested, the service provider shall provide such services on a time and materials (“T&M”) basis; that is, (i) Customer shall pay the service provider for all the time spent performing such services (including all travel time), plus materials, taxes, and reimbursable expenses; and (ii) the rates for such services shall be the service providers current standard rates when such services are provided.
- Data Acquisition Monitoring Service. In case that the data acquisition system is provided by METIS Cyberspace Technology SA and the Data Acquisition Monitoring Services (MEITS Ship Connect Monitoring) is included in the Purchase Agreement, METIS Cyberspace Technology shall detect incidents related to METIS Ship Connect within 3 working days.
- Proprietary Rights Ownership. Ownership of the Proprietary Rights embodied in the Site, Services, and METIS Cyberspace Technology SA Technology shall remain exclusively vested in and be the sole and exclusive property of METIS Cyberspace Technology SA and its licensors. In addition, Customer hereby transfers and assigns to METIS Cyberspace Technology SA any rights Customer may have to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer personnel relating to the Service. The (tech) domain name, product names and logos associated with the Services are trademarks of METIS Cyberspace Technology SA or third parties, and no right or license is granted to use them.
- Customer Representations and Warranties.
28.1 Customer represents and warrants that (i) the performance of its obligations and use of the Services (by Customer and its Authorized Users) will not violate any applicable laws, or regulations, including without limitation any and all laws and regulations regarding the transfer of personal information of residents of the European Union outside the European Union, or (ii) cause a breach of any agreements with any third parties or unreasonably interfere with the use by other METIS Cyberspace Technology SA customers of METIS Cyberspace Technology SA services.
28.2 Customer acknowledges that (i) METIS Cyberspace Technology SA does not monitor the content of the information passing through the Services for purposes of verifying accuracy or legal compliance, and (ii) Customer will use commercially reasonable efforts to ensure that the information it and its Authorized Users transmit thereby complies with all applicable laws and regulations, whether now in existence or hereafter enacted and in force.
28.3 In the event of any breach by Customer of any of the foregoing representations or warranties, in addition to any other remedies available at law or in equity, METIS Cyberspace Technology SA will have the right to suspend immediately any Services if deemed reasonably necessary by METIS Cyberspace Technology SA to prevent any harm to METIS Cyberspace Technology SA and its business. METIS Cyberspace Technology SA will provide notice to Customer and an opportunity to cure, if practicable, depending on the nature of the breach. Once cured, METIS Cyberspace Technology SA will promptly restore the Services.
- Intellectual Property Indemnity. Except for third party software including without limitation open source software, METIS Cyberspace Technology SA will indemnify, defend and hold harmless Customer and its Affiliates from and against any lawsuit, liabilities, loss, cost or expense arising out of a third-party claim made against Customer that the METIS Cyberspace Technology SA Technology or Services infringe on any U.S. intellectual property right of a third party; provided, however, that METIS Cyberspace Technology SA is notified in writing of such claim promptly after such claim is made upon Customer. METIS Cyberspace Technology SA shall have the right to control any defence of the claim. In no event shall Customer settle any such claim without METIS Cyberspace Technology SA’ prior written approval. METIS Cyberspace Technology SA shall have no liability or obligation if the claim arises from (i) any alteration or modification to the METIS Cyberspace Technology SA Technology or Services other than by METIS Cyberspace Technology SA, (ii) any combination of the METIS Cyberspace Technology SA Technology or Services by Customer with other programs or data not furnished by METIS Cyberspace Technology SA, or (iii) any use by Customer of the METIS Cyberspace Technology or Services that is prohibited by this Agreement or otherwise outside the scope of use for which the METIS Cyberspace Technology or Services are intended.
- Options for Infringement Claims. If any party is enjoined from using the METIS Cyberspace Technology SA Technology, or if METIS Cyberspace Technology SA believes that the METIS Cyberspace Technology SA Technology may become the subject of a claim of intellectual property infringement, METIS Cyberspace Technology SA, at its option and expense, may: (i) procure the right for Customer to continue to use the Services; (ii) replace or modify the METIS Cyberspace Technology SA Technology so as to make it non-infringing; provided, however, that the Services continue to conform to the descriptions and/or specifications provided in the applicable Purchase Order; or (iii) terminate this Agreement, in which case METIS Cyberspace Technology SA shall refund to Customer any and all subscription fees paid in advance by Customer for those Services not provided by METIS Cyberspace Technology SA and provide, at Customer’s request and free of charge, the Customer Data in a database document format. This Section and the preceding Section sets forth the entire liability of METIS Cyberspace Technology SA to Customer for any infringement by the METIS Cyberspace Technology SA Technology or Services of any intellectual property right of any third party. Notwithstanding the foregoing, this Section does not apply to third party software including without limitation open source software.
- Liability Cap. Except for METIS Cyberspace Technology SA’ indemnity expressly provided herein and METIS Cyberspace Technology SA’ confidentiality obligations, in no event shall METIS Cyberspace Technology SA’ aggregate liability, if any, including liability arising out of contract, negligence, strict liability in tort or warranty, or otherwise, shall not exceed the total of subscription fees payable by Customer for the three (3) billing periods immediately preceding the claim for such liability.
- Termination by METIS Cyberspace Technology SA for End of Life. METIS Cyberspace Technology SA intends to continue to provide and support the Services for the term of this agreement; provided, however, if, METIS Cyberspace Technology SA determines in its sole discretion that it is no longer feasible to support the Services, METIS Cyberspace Technology SA may terminate this Agreement for end of life at any time by providing thirty (30) days written notice to Customer.
- Return of Materials. Within ten (10) days of the expiration or termination of this agreement, Customer shall return to METIS Cyberspace Technology SA any materials and/or equipment provided by METIS Cyberspace Technology SA. This term doesn’t apply for customers who have bought the materials and/or equipment.
- Customer shall not assign this Agreement or any right or interest under this Agreement, nor delegate any work or obligation to be performed under this Agreement, without METIS Cyberspace Technology SA’ prior written consent. Any attempted assignment or delegation in contravention of this Section shall be void and ineffective.
- Continuing Obligations. The following obligations shall survive the expiration or termination hereof and the distribution grace period provided above: (i) any and all warranty disclaimers, limitations of liability and indemnities granted by either party herein, (ii) any covenant granted herein for the purpose of determining ownership of, or protecting, the Proprietary Rights, including without limitation, the Confidential Information of either party, or any remedy for breach thereof, and (iii) the payment of taxes, duties, or any money to METIS Cyberspace Technology SA hereunder.
- We may give notice to you by means of (i) a general notice in your account information, (ii) by electronic mail to your e-mail address on record in your Registration Data, or (iii) by written communication sent by first class mail or pre-paid post to your address on record in your Registration Data. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to the Primary Service Provider (such notice shall be deemed given when received) at any time by any of the following: i) by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail as follows: METIS Cyberspace Technology SA (www.metis.tech), 4, Sachtouri str and 2, Poseidonos Av., 17674 Kallithea, Athens, Greece, ii) by electronic mail to [email protected], in either case, addressed to the attention of “CEO of the Company”. Notices will not be effective unless sent in accordance with the above requirements.
- All disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by the competent Greek Courts according to the Greek law.
- Warranty Disclaimers. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENTS SIGNED BY THE PARTIES, THE WEB SERVICES ARE PROVIDED “AS-IS”, AND NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH THE WEB SERVICES. THE SERVICE PROVIDER AND ITS LICENSORS SPECIFICALLY DISCLAIM, FULLY PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE WEB SERVICES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE SERVICE PROVIDERS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE WEB SERVICES: (A) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. FURTHER, CUSTOMER ACKNOWLEDGES AND AGREES THAT THAT METIS CYBERSPACE TECHNOLOGY SA HAS NO CONTROL OVER THE INTERNET, AND THAT METIS CYBERSPACE TECHNOLOGY SA IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE SERVICES.
- WARRANTY REGARDING THE EQUIPMENT
During the warranty period, METIS undertakes upon written request of the Customer to repair or replace any part of the equipment delivered which can be proved to be damaged due to bad material, faults in design or poor workmanship.
39.1 The warranty shall not be effective and shall not be relied upon by the Customer in the event of:
– the equipment having been at any time, during the period beginning with its delivery Ex Works Athens Greece, stored, handled, transported, installed, maintained or operated in a manner inconsistent with METIS current technical requirements or in the absence thereof, in accordance with generally accepted practices in the industry or the alleged defect having been caused by accident, neglect or events beyond METIS control occurring after delivery of such goods Ex Works Piraeus Greece, or
– use of the equipment in connection with non-METIS parts, spares or materials which have not been approved expressly by METIS, or
– repairs, alterations or customisation carried out without METIS written consent or repairs executed by others than METIS
– change or upgrade of the existing equipment of the customer (not provided by METIS) which has affected the compatibility between the existing equipment and the equipment already supplied and installed by METIS.
- The customer shall at its cost, return the equipment to METIS, if so requested.
- METIS shall carry out troubleshooting, dismantling and/or replacement of the equipment. Shipment costs will be borne by the customer. Re-installation of the equipment will be done by the customer. METIS shall have fulfilled its obligation in respect of the defect when it delivers a duly repaired or replacement part to the customer Ex Works Piraeus Greece.
- Unless otherwise agreed, transport and customs brokerage costs of defective parts to and from METIS shall be for the Purchaser’s account and risk and if troubleshooting, dismantling or re- installation, repair or replacement is carried out at the location of the defective parts then METIS shall be entitled to full compensation for travel, accommodation and labor incurred in travel to and from such location. Such compensation shall be determined in accordance with the then applicable provisions of METIS Field Service Rate Schedule.
- The provisions of the foregoing warranty are given in lieu of and replace, exclude and extinguish all and every other condition or warranty on the part of METIS , written or oral, whether express or implied by statutes, convention, code or decree, regulation, common law, trade usage, custom or otherwise. Furthermore, the Customer expressly acknowledges that except as provided herein METIS has neither made nor makes any affirmation, representation or warranty in relation to the equipment.
- Limitation of Liability. IN NO EVENT SHALL THE SERVICE PROVIDER AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE WEB SERVICES, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE WEB SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE WEB SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Force Majeure. We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.
- Those clauses the survival of which is necessary for the interpretation or enforcement of these Terms and Conditions shall continue in full force and effect notwithstanding the expiration or termination hereof, such clauses to include, without limitation, the following: Warranty Disclaimers, Limitation of Liability, Confidential Information, Security, Notices, Applicable Law, Jurisdiction and Venue, Severability and Force Majeure,.
(Last update, 11/10/2019)