By using our service, you are agreeing the following terms. Read them carefully!
Last updated: 08/23/2020
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICES OFFERED BY SHIPYARD, LLC. BY CLICKING THE “SUBMIT” BUTTON OR BY USING THE SERVICES IN ANY MANNER, YOU OR THE ENTITY YOU REPRESENT (“CLIENT”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND CLIENT. USE OF SHIPYARD’S SERVICE(S) IS EXPRESSLY CONDITIONED UPON CLIENT’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 CLIENT DOES NOT UNCONDITIONALLY AGREE TO ALL THE TERMS OF SERVICE, NAVIGATE AWAY FROM THIS PAGE AND CLIENT WILL HAVE NO RIGHT TO USE THE SERVICES.
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 Client’s responsibility to check this Agreement periodically for changes. Client’s continued use of the Platform or the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. The date that Client clicks “I Agree” or first accesses or otherwise uses the Services or Platform after any update to these Terms is the “Effective Date” of the Terms of Service then in effect.
Welcome to Shipyard, LLC (“Company”, “Shipyard”, “we”, “our”, or “us”)! 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”, “Terms of Service”) govern your use of our web pages, the Platform, and the Services located at and available through shipyardapp.com.
“Affiliate” means any entity which is controlled by, in control of, or is under common control with a party to this Agreement, 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: (i) data generated by aggregating Client Data with other data so that results are non-personally identifiable with respect to Client; and (ii) learnings, logs, and data regarding use of the Platform and/or the Service(s). “Authorized Users” means Client’s employees and contractors (such as media agencies or marketing consultants) who are acting for Client’s benefit and on its behalf.
“Confidential Information” means code, inventions, know-how, product plans, inventions, and technical and financial information provided by Shipyard to Client under these Terms, 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.
“Client Data” means: (i) Content; and (ii) Submitted Data.
“Submitted Data” means data uploaded, inputted or otherwise submitted by Client or any authorized User to the Platform or related to any Service(s). Other terms are defined in other Sections of these Terms.
By creating an Account on our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at email@example.com.
4. Account Registration and Use
If you wish to purchase any product or Service made available through the Platform (a “Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; (ii) that the information you supply to us is true, correct and complete; and (iii) in the event that you are performing this Purchase on behalf of a corporate entity, you are duly authorized to make such Purchase and bind the entity to these Terms.
We reserve the right to refuse, suspend, and/or cancel your Purchase at any time for any reason (at our sole discretion) including but not limited to: product or service availability, errors in the description or price of the product or service or an error in your Purchase, if fraud or an unauthorized or illegal transaction is suspected, or in the event of any suspected violation of these Terms.
Some parts of Service are billed on a subscription basis (“Subscription(s)”). You 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 you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Company cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Company’s customer support team.
A valid payment method, including credit card, is required to process the payment for your subscription. You shall provide Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid paymebnt method information. By submitting such payment information, you automatically authorize Company to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.By setting up a Subscription, you represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Subscription; (ii) that the information you supply to us is true, correct and complete; and (iii) in the event that you are performing this Subscription on behalf of a corporate entity, you are duly authorized to make such Subscription and bind the entity to these Terms.
We reserve the right to refuse, suspend, and/or cancel your Subscription(s) at any time for any reason (at our sole discretion) including but not limited to: product or service availability, errors in the description or price of the product or service or an error in your Subscription(s), if fraud or an unauthorized or illegal transaction is suspected, or in the event of any suspected violation of these Terms.
7. Free Access Subscriptions and Beta Releases
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 this Agreement. Shipyard may use good faith efforts in its discretion to assist Client with Free Access Subscriptions or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in this Agreement, CLIENT 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 CLIENT’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 Client’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.
You may be required to enter your billing information in order to sign up for a Free Access Subscription.
If you enter your billing information when signing up for a Free Access Subscription, you will not be charged by the Company until the Free Access Subscription has expired. On the last day of Free Access Subscription period, unless you cancelled your Free Access Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected. The terms of Section 6 shall apply to any such Subscription.
8. Use Rights
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 Subscription Term to access and use the Service(s) and/or Platform purchased or subscribed for by Client solely for Client’s internal business purposes, but only in accordance with these Terms. Client may permit its Authorized Users to use the Service(s) and/or Platform, provided their use is for Client’s benefit only and remains in compliance with the Agreements. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions of the Agreements.
9. Subscription Fee Changes
Shipyard, in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
Shipyard will provide you with 30 days’ prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Platform after an alteration to the Subscription fee comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Our Platform allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, code, or other material (“Content”). You are responsible for Content that you post on or through the Platform, including its legality, reliability, and appropriateness.
By posting Content on or through the Platform, you represent and warrant that: (i) the Content is yours (you own it) and/or you have the all necessary right, title, and interest to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.
By uploading any Content to the Platform, you grant to Shipyard all right, title, and interest in such uploaded Content necessary for Shipyard to perform the Services on your behalf. You retain any and all other rights to any Content you submit, post or display on or through the Platform and you alone are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Platform.
Shipyard has the right but not the obligation to monitor all Content provided by users.
11. Client Data
As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to the Client Data and all content contained within them (excluding any Shipyard information or intellectual property). Client 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 Client Data to the extent necessary to provide the Service(s), to provide Client with use of the Platform, and for Shipyard to provide and related services to Customer and as set out in this Section 11 regarding Aggregate Data).
Client agrees that Shipyard will have the right to generate Aggregate Data and that Aggregate Data is the sole and exclusive property of Shipyard, which Shipyard may use for any business purpose (including without limitation to develop and improve Shipyard’s products and services and to create and distribute reports and other materials). For clarity, Shipyard will only disclose Aggregate Data externally in a de-identified (anonymous) form that does not identify Client 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. Client acknowledges that Shipyard may delete Client Data no longer in active use. Shipyard expressly disclaims all other obligations with respect to storage.
12. Prohibited Uses
You may use the Service and Platform only for lawful purposes and in accordance with these Terms. You agree not to use the Service or Platform as follows:
a. In any way that violates any applicable national or international law or regulation.
b. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
c. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.
d. To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity.
e. In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
f. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform or any Service, or which, as determined by us, may harm or offend Company or users of the Platform or any Service(s) or expose them to liability.
Additionally, you agree not to:
a. Use Service or Platform in any manner that could disable, overburden, damage, or impair Service or Platform or interfere with any other party’s use of Service or Platform, including their ability to engage in real time activities through the Platform or any Service(s).
b. Use any robot, spider, or other automatic device, process, or means to access the Platform or Service(s) for any purpose, including monitoring or copying any of the material on the Platform or any Service(s).
c. Use any manual process to monitor or copy any of the material on the Platform or any Service(s) or for any other unauthorized purpose without our prior written consent from Company which may be withheld in Company’s sole and absolute discretion.
d. Use any device, software, routine, or otherwise take any action that interferes with the proper and normal operation of Platform or any Service(s).
e. Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
f. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform or to any Service(s), the server on which the Platform and the Service(s) are stored, or any server, computer, or database connected to the Platform or any Service(s).
g. Attack the Company, the Platform, or any Service via a denial-of-service attack or a distributed denial-of-service attack.
h. Take any action that may damage or falsify the Company's rating.
13. Customer Obligations
Client agrees to: (i) obtain all necessary rights, releases, and consents to allow Client 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) not submit, collect, or use any Personally Identifiable Information or Personal Data to or with the Platform or in connection with the Service(s), (iii) comply with any applicable third-party terms (iv) not take any action that would cause Company, 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.
We may use third-party Service Providers to monitor and analyze the use of our Service.
Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualise and personalise the ads of its own advertising network.
For more information on the privacy practices of Google, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en
We also encourage you to review the Google's policy for safeguarding your data: https://support.google.com/analytics/answer/6004245.
15. No Use By Minors
Service is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of Company, 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 Service.
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
17. Intellectual Property
Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Shipyard, LLC and its licensors. Service is protected by copyright, trademark, and other laws of the United States. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Shipyard, LLC.
18. Error Reporting and Feedback
You may provide us either directly at firstname.lastname@example.org 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 Service (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Company 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, you grant Company 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.
The third party sites and tools mentioned above include the following:
Sentry is an open-source error tracking solution provided by Functional Software Inc. Sentry is used to proactively identify backend bugs and defects in the Service.
Hotjar is a heat mapping and behavior analytics tool that provides insight into how users are navigating through the Service. Hotjar is primarily used for user feedback and identifying potential UX and UI improvements.
19. Links To Other Web Sites
Our Service 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. We do not warrant the offerings of any of these entities/individuals or their websites.
YOU ACKNOWLEDGE AND AGREE THAT SHIPYARD IS NOT BE 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.
WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.
Client agrees to defend and indemnify Shipyard from and against any third-party claims and liabilities to the extent resulting from: Client’s use of the Platform or the Services, Client’s Content, or any breach or alleged breach of by Client of these Terms. Client must not settle any claim without Shipyard’s prior written consent if the settlement would require Shipyard to admit fault, pay amounts that Client must pay under this Agreement, 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 Client and Shipyard will reasonably cooperate on the defense.
21. Disclaimer Of Warranty
THE PLATFORM AND THE SERVICES ARE PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PLATFORM OR THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM AND THESE SERVICES AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.
NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY 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 COMPANY NOR ANYONE ASSOCIATED WITH COMPANY 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 YOUR NEEDS OR EXPECTATIONS.
COMPANY 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.
22. Limitation Of Liability
EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SHIPYARD’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CLIENT 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 22 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 22 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.
We may terminate or suspend your account and bar access to Service immediately, without prior notice or liability, at our sole discretion, for any reason whatsoever and without limitation, including but not limited to a suspected breach of Terms.
If you wish to terminate your account, you may simply discontinue using Service.
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.
24. Governing 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 this Agreement 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.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding Service.
25. Changes To Service
We reserve the right to withdraw or amend our Service, and any service or material we provide via Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Service, or the entire Service, to users, including registered users.
26. Amendments To Terms
We may amend Terms at any time by posting the amended terms on Shipyard’s website or the Platform. It is your responsibility to review these Terms periodically.
Your continued use of the Platform and/or the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
By continuing to access or use our Platform and/or Service(s) after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Platform or the Service(s).
27. Waiver And Severability
No waiver by Company 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, and any failure of Company to assert a right or provision under Terms shall not constitute a waiver of such right or provision.
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.
BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.
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 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.
31. No Third Party Rights
Nothing in the Agreements confers on any third party the right to enforce any provision of the Agreements.
Nothing in the Agreements prevents Shipyard from disclosing Content and/or Client information to the extent required by law, subpoenas, or court orders.
Shipyard may use Client’s name, logo, and marks for its marketing purposes.
34. Independent Contractors
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.
35. Force Majeure
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 causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
Client is responsible for obtaining any required export or import authorizations for use of the Platform, the Service(s), and the Subscription(s). Client 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. Client must not access or use the Platform, the Service(s), or the Subscription(s) in violation of any U.S. export embargo, prohibition or restriction.
37. Entire Agreement
The Agreements represents the parties’ complete and exclusive understanding relating to the Agreements’ subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Platform, the Service(s), or the Subscription(s) or any other subject matter covered by the Agreements. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to the Agreements. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only, and have no legal effect.
38. Contact Us
Please send your feedback, comments, requests for technical support via email at email@example.com.