Last updated 11th of October, 2022
the Services, and,
your access to and use of the http://www.shipshape.vc website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
In this Agreement:
"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;
"Charges" means the amounts agreed with the Customer, if relevant, to access Premium Services , together with such additional amounts as may be agreed in writing by the parties from time to time;
"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted to the Platform at the instigation of the Customer; supplied by the Customer to
the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);
"Data Protection Laws" means the UK GDPR and all other applicable UK laws relating to the processing of Personal Data;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
"Initial Term" means one (1) month from the Effective Date or the specified end of the free trial period, if applicable;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Personal Data" means personal data under any of the UK Data Protection Laws;
"Platform" means the platform managed by the Provider and used to provide the Services;
"Services" means the Provider’s web-based investor search and recommendation service, and any other services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;
"Supported Web Browser" means one of supported browsers listed on the Provider’s website, as updated from time to time; and
"UK GDPR" means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time.
"User" means an authorised user of the Services.
2. Provision of Services
2.1 In consideration of the payment of the Charges, the Provider shall provide the Services to the Customer on and subject to the terms of this Agreement.
3 Customer obligations
3.1 Save to the extent that the parties have agreed otherwise in writing, the Customer will:
(a) The Customer may be required to register with the Site. If so they agree to keep their authorisation details confidential and be responsible for all use of those authorisation details
(b) comply with all applicable laws and regulations with respect to its activities under this Agreement;
(d) ensure that the authorised Users use the Services in accordance with the terms and conditions of this Agreement and be responsible for any breach by an authorised User of the terms of this Agreement;
(e) obtain and shall maintain all necessary licences, consents and permissions necessary for the Provider to perform Its obligations under this Agreement;
3.2 Acknowledge that the Services should be used only through a Supported Web Browserauthorised Users.
3.3 The Customer shall not permit any unauthorised person or application to access or use the Services, and shall implement and maintain reasonable security measures for this purpose.
3.4 The Provider may actively monitor the Customer's use of the Services, including any and all search terms.
3.5 The Customer shall not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
3.6 The Customer must not use the Services in any way that is, or in connection with any purpose or activity
that is, unlawful, illegal, fraudulent, harmful or otherwise objectionable including using the Site as part of any effort to compete with the Provider or otherwise use the Site and/or the Content for any revenue-generating endeavour or commercial enterprise.
3.7 The Customer may not access or use the Site for any purpose other than that for which the Provider makes the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by the Provider.
4.1 The Site will invite the Customer to enter search terms,( ("Contributions").
4.2 Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary.
4.3 You acknowledge that the Provider may share your Contributions with third-parties, including advertisers and other marketing organisations.
4.4 When the Customer creates any Contributions, they thereby represent and warrant that the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
4.5 We have no obligation to monitor your Contributions.
5. Social Media
As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either:
(1) providing your Third-Party Account login information through the Site; or
(2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.
You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account.
By granting us access to any Third-Party Accounts, you understand that
(1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via your account, including without limitation any friend lists and
(2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site.
Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. You will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any time.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Site.
6. Site Management
7. Modifications and Interruptions
8. Customer Data
8.1 The Customer shall own all right, title and Interest In and to all of the Customer Data that Is not personal data and shall have sole responsibility for the legality, reliability, Integrity, accuracy and quality of all such Customer Data.
8.2 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in this Agreement.
8.3 The Customer warrants to the Provider that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person.
9. Intellectual Property Rights
9.1 The Customer acknowledges that the Provider and/or Its licensors own all Intellectual Property In the Services. Except as expressly stated in this Agreement, this Agreement does not grant the Customer any rights to, under or In, any patents, copyright, database right, trade secrets, trade names, trade marks (registered or unregistered) or any other rights or licenses In respect of the Services.
10. Data protection
10.1 The Parties shall comply with the provisions of Schedule A.
11.1 Each party warrants to the other that they have the legal right and authority to enter into this Agreement and to perform the obligations under this Agreement.
11.2 Each party warrants to the other that they will not infringe upon the other’s Intellectual Property Rights or those of a third party. For the avoidance of doubt the Customer warrants that it will not produce nor procure, nor attempt to produce nor procure, a system similar to the Services in its source and object code, application design and layout, know-how and technical design.
11.3 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
12. Warranty limitations
12.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Services will be wholly free from defects, errors and bugs.
12.2 The Customer acknowledges the Provider does not warrant nor represent:
(a) the completeness or accuracy of the information published via the Services;
(b) that such information is up to date;
(c) that the Services will operate without fault; or
(d) that the Services or any service on the Provider’s website will remain available.
12.3 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Services will be entirely secure.
13.1 Except as expressly provided in this Agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. The Provider shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Provider in connection with the Services, or any actions taken by the Provider at the Customer's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever Implied by stature or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
(c) the Services are provided to the Customer on an "as Is" basis.
13.2 Nothing in this Agreement will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation; or
(c) limit or exclude any liabilities that may not be limited or excluded under applicable law.
13.3 Subject to clause 13.1 and 13.2:
(a) the Provider shall not be liable whether In tort, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or Information, or pure economic loss, or for any special, Indirect or consequential loss, costs, dmanages, charges or expenses howsoever arising under this Agreement; and
(b) the Provider's total aggregate liability In contract, tort, misrepresentation, restitution or otherwise, arising In connection with the performance of this Agreement shall be limited to the total Charges paid during the 12 months Immediately preceding the date on which the claim arose.
13.4 Nothing In this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Provider's Intellectual Property Rights.
14.1 The Customer shall defend, indemnify and hold harmless the Provider against claims, actions, proceedings, losses, damages, expenses and costs (Including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services.
14.2 In no event shall the Provider be liable to the Customer to the extent that any alleged infringement of the Services is based on:
(a) a modification of the Services by anyone other than the Provider; or
(b) the Customer's use of the Services after notice of the alleged or actual infringement from the Provider or any appropriate authority.
15. Force Majeure
15.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
15.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
15.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
16.1 The Customer may not assign, transfer, sub-contract or otherwise deal with any rights and/or obligations under these terms and conditions, without the Provider's prior written consent.
17. No waivers
17.1 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.
17.2 No waiver of any breach of any provision of this Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of this Agreement.
18.1 If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
18.2 If any unlawful and/or unenforceable provision of this Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
19. Third party rights
19.1 The Third Party Rights Act 1999 does not apply to this Agreement.
20.1 The Provider may vary this Agreement by giving to the Customer written notice of the proposed variation, providing that if the Provider gives to the Customer a notice under this Clause 18.1, the Customer shall have the right to terminate this Agreement by giving written notice of termination to the Provider at any time during the period of 14 days following receipt of the Provider's notice.
21. Entire Agreement
21.1 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement.
22. Governing law and jurisdiction
22.1 This Agreement shall be governed by and construed in accordance with English law, and any disputes relating to this Agreement shall be subject to the exclusive the courts of England or Wales.
23.1 In this Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
23.2 The Clause headings do not affect the interpretation of this Agreement.
23.3 In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
The following sections apply only to users that have subscribed to Premium Services.
24.1 Following the agreement of Charges, the Customer shall pay the Charges to the Provider for the Services in accordance with this clause 3. The Customer agrees to provide current, complete, and accurate information for all purchases made via the Site.
24.2 The Customer further agrees to promptly update on the Provider’s PCI-compliant payment service your payment information as required, including but not exclusively email address, payment method, and payment card expiration date, so that the Provider can complete the Customer’s transactions and contact the Customer as needed. Note that these details are stored by the PCI-compliant payment service, not the Provider.
24.3 The Customer will be charged via the Provider’s PCI-compliant payment service provider for purchases made via the Site. The Customer agrees to pay all charges or fees at the prices then in effect for the Customer’s purchases, and authorizes the Provider to charge the Customer’s chosen payment provider for any such amounts upon making the Customer’s purchase.
24.4 All amounts stated in or in relation to this Agreement are, unless stated otherwise, stated exclusive of any applicable value added or sales taxes, which will be added to those amounts and payable by the Customer to the Provider.
24.5 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 7 days' written notice of the variation, unless it is not reasonably practicable to give such notice.
24.6 The Provider will issue invoices for the Charges to the Customer on or after the agreed payment dates
24.7 The Provider may suspend or terminate the provision of the Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue.
25. Term and termination
25.1 This Agreement shall commence on the Effective Date and shall continue in force for the Initial Term and shall automatically renew for successive one (1) month periods (each a 'Renewal Period'), subject to earlier termination in accordance with this Agreement.
25.2 The Provider may terminate this Agreement prior to the commencement of any Renewal Period by giving to the Customer not less than 30 days' written notice. The Customer may terminate this Agreement prior to the commencement of any Renewal Period by following the Site’s Cancellation Process not less than 2 working days’ written notice. The Customer’s access to the Site will cease at the end of the current month. The Customer will not be entitled to a prorated refund for any Charges paid and accepts responsibility for all recurring charges until this Agreement is terminated.
25.3 On termination of this Agreement for any reason:
(a) all licences granted under this Agreement shall immediately terminate and the Customer shall Immediately cease all use of the Services;
(b) each party shall return and make no further use of any tems or property including Intellectual Property belonging to the other party; and
(c) except to the extent expressly provided otherwise in this Agreement, the termination of this Agreement shall not affect the accrued rights of either party.
SCHEDULE A (DATA PROCESSING INFORMATION)
"Customer Personal Data" shall mean any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement, but excluding personal data with respect to which the Provider is a data controller.
1.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
1.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it discloses to the Provider under or in connection with this Agreement.
1.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to this Agreement:
(a) the Personal Data of data subjects falling within the categories specified in Section 1 of Schedule A (Data processing information) or such other categories as may be agreed by the parties in writing; and
(b) Personal Data of the types specified in Section 2 of Schedule A (Data processing information) or such other types as may be agreed by the parties in writing.
1.4 The Provider shall only process the Customer Personal Data for the purposes specified in Section 3 of Schedule A (Data processing information).
1.5 The Provider shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 9.
1.6 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to a third country under the Data Protection Laws).
1.7 The Customer hereby authorises the Provider to make the following transfers of Customer Personal Data:
(a) the Provider may transfer the Customer Personal Data internally to its own employees, offices and facilities; and
(b) the Provider may transfer the Customer Personal Data to its third-party processors in the jurisdictions identified in Section 2 of Schedule A (Data processing information) and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein.
1.8 The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
1.9 Notwithstanding any other provision of this Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
1.10 The Provider must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 72 hours after the Provider becomes aware of the breach.
1.11 The Provider shall, at the choice of the Customer, delete all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that they are legally obliged to store relevant Personal Data.
1.12 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.
1. Categories of data subject
2. Types of Personal Data
User’s name, professional email, phone number, password, contact list
3. Purposes of processing
Access and Authorization for the purpose of using the system
4. Security measures for Personal Data
All data is stored and protected on AWS infrastructure, leveraging AWS capabilities in Security. This includes services hosted on AWS such as MongoDB.
Ship Shape may also make use of Google infrastructure from time to time.
Furthermore Ship Shape may use cloud-based services such as Confluence as a communication tool to exchange information with the Customer.
Ship Shape does not store any data, personal or otherwise, on any local servers e.g. in our office.
5. Sub-processors of Personal Data
• Cloud-based data providers such AWS, Google