Terms of Use
By using Subscription Service (“Service”) provided by Vessel Vanguard Group LLC, you, the Customer, agree to these terms and conditions (“Terms of Use”). The individual accepting this agreement represents that they have the authority to bind themselves or the legal entity they represent (“Customer”) to these terms and conditions.
Last updated on August 5, 2024
Terms of Use
By using Vessel Vanguard Group, LLC (“VV”) Subscription Service and or any service provided by VV (“Service”), you and your successors and agent(s) you specifically authorize to use VV Services or have access on your behalf (individually or together, “Customer”), agree to be bound by these Terms and Conditions (“Terms of Use”).
Access To Services
Vessel Vanguard is a Proprietary System and access is granted and limited to Customer’s use for the sole purpose of maintaining information about Customer’s Vessel(s) on the VV system Service. No access is granted to Customer to provide any third party or agent associated with a competitor of VV with access of any type to the VV system Service regardless of purpose. Customer is responsible for all employees or agents it authorizes to access VV on its behalf within these limitations, to protect against unauthorized sharing of login credentials and to terminate access to employees and agents no longer actively working on Customer’s vessel. Customer may not provide access to third-party though a sub-subscription for a fee. Further, Customer agrees not to provide screen shots, screen sharing, or any other information about the VV system to a competitor for any reason. Customer may make a copy of the vessel information for export at anytime they are qualified to have access to VV by utilizing the Services PDF and CSV format export tools. This is the only VV authorized data transfer process. Customer and VV agree not to solicit or hire employees or agents of the other during the term of the Agreement and for a period of 24 months after termination of the Agreement or 12 months after an employee leaves their employment, (“Restricted Period”), wherein no solicitation may be made during the Restricted Period. Customer will be required to accept these Terms of Use upon first use and periodically as changed to have access continued. VV may terminate or interrupt access if it reasonably believes there is improper use or for non-payment.
Services and Limitations
Vessel Vanguard is a cloud-based subscription software service to assist vessel owners and operators in streamlining record keeping related to the scheduled and unscheduled maintenance of their vessel or fleet. VV is not installed on a vessel or piece of equipment on board the vessel, and access is limited by Customer’s internet availability. VV does not perform any maintenance or perform any physical type of work for Customers and is solely to assist Customer. VV is in no way responsible for maintaining the accuracy of Customer records, the performance of any maintenance, safety of any persons, equipment or vessels or any operational decisions. Customer understands that the Service provided by VV is solely a tool and not a substitute for any obligations Customer responsible to monitor, review and maintain the applicable vessel(s) and its records whether for individual use, in accordance with requirements of a manufacturer or any regulatory authorities. Customer is responsible to review and verify accuracy, completeness or omission of data or information displayed or printed or provided from the Service.
Customer accepts that any ALERT features within the Service may not work in all situations or at all and should not be relied upon as a source of emergency contact. Users must have a reliable communication link for access to the feature and for any alert to be communicated. Further, the ALERT feature is provided for convenience only and IS NOT A LIFESAVING OR EQUIPMENT PROTECTION SERVICE. The information displayed may be helpful in locating and contacting service providers Users have predetermined in the VV system.
Third-party services may be made available through VV. If accessed, additional links may be presented for Customer approval before access in Customer’s sole determination. VV is not responsible for anything related to such third-party information or service, even if communicated to or through VV.
Customer accepts for itself, its authorized users and any user who was provided a service from VV or accessed VV through such users, and for Customer’s customers or guests that VV is in no way responsible for any person, part, equipment, service, vessel, alternate equipment, alternate service or any other cost, or any liability relating to accessibility or inaccessibility of the Service or Alert features, nor the accuracy of a recommendation/information or omission of a recommendation/information relating to the data/information presented by VV and that VV is not being compensated to take on any risk under this Agreement. Customer remains fully responsible at all times for all persons, users, vessels, parts, equipment, service, determination of applicability, completeness, risk, liability and anything associated to the preceding.
The Customer agrees to hold harmless, defend and indemnify VV from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, from a third-party which arise out of or are alleged to have arisen out of, or as a consequence from the Service. VV will defend and indemnify Customer from any claims, actions, penalties, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, which relate to the defense against a third-party claim that the software used to provide the Service infringes or violates the intellectual property right of such third party. The VV indemnification excludes claims of misuse by Customer of third-party optional acceptance services presented on the Service or intellectual property claims related to these services.
IN NO EVENT SHALL THE TOTAL, MAXIMUM, AGGREGATE LIABILITY OF VV AND ITS SERVICE PROVIDERS FOR ALL CLAIMS UNDER THE SERVICE ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR SERVICES UNDER A SERVICE PLAN DURING THE 12 MONTHS PRECEDING THE CLAIM WHICH MUST BE MADE IN WRITING. THE LIMITATIONS IN THIS SECTION SHALL APPLY TO ALL CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES HOWSOEVER CAUSED AND WHETHER FOR BREACH OF CONTRACT, IN TORT, BY WAY OF NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE. The preceding limitation shall survive the termination of this agreement. VV shall not be deemed to be in default of this agreement for any access, data, delay, or interruption of the Service so long as VV uses or used customary business tools and procedures to operate the Service.
TO THE FULLEST EXTENT PERMITTED BY LAW, VV AND ITS SERVICE PROVIDERS, (INCLUDING THIRD PARTY SOFTWARE PROVIDERS), AND THEIR AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS AND SUPPLIERS HEREBY EXPRESSLY EXCLUDE AND DISCLAIM ANY LIABILITY FOR ANY DAMAGES OR CLAIMS, INCLUDING INJURY OR DEATH, AND ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, RELIANCE, EXEMPLARY OR PUNITIVE LOSS, DAMAGE, COSTS OR EXPENSES (INCLUDING LOSS OF INCOME, MEDICAL AND OTHER EXPENSES, LOSS OF GUIDANCE, CARE AND COMPANIONSHIP) WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THE PROVISION OF THE VV SERVICES (INCLUDING ANY DELAY IN PROVIDING OR FAILURE TO PROVIDE THE SERVICES) OR ITS USE BY YOU OR BY ANOTHER PERSON WHETHER OR NOT AUTHORIZED BY YOU TO UTILIZE THE SERVICES. VV AND ITS SERVICE PROVIDERS AND THEIR AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS AND SUPPLIERS EXCLUDE ALL LIABILITY, WHETHER RESULTING FROM CONTRACT, TORT (INCLUDING LIABILITY FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) OR OTHERWISE IN RESPECT OF ANY LOSS, DAMAGE, COSTS, EXPENSES OR OTHER CLAIMS RESULTING FROM THE ACTS OR OMISSIONS OF SUCH PARTIES, FOR ANY FAULTS, FAILURES OR INADEQUACIES OF THE SERVICES WHETHER PROVIDED BY VV OR ITS SERVICE PROVIDERS. INCLUDING, BUT NOT LIMITED TO: FAILURE OF OR DELAY IN THE VV SYSTEM TO PROCESS DATA TRANSMISSIONS, INCLUDING BUT NOT LIMITED TO SOS EMERGENCY SIGNAL(S), SERVICE PROVIDER HELP TRANSMISSIONS, LOCATION COORDINATES, PREPROGRAMMED MESSAGES AND/OR THIRD PARTY MAPPING SOLUTION PROVIDERS AND DISPLAYS, AND TO TRANSMIT SUCH TRANSMISSIONS TO THE IDENTIFIED POINTS OF CONTACT AND/OR EMERGENCY SERVICES PROVIDER AS APPROPRIATE; OR FAILURE OF OR DELAY IN YOUR E-MAIL OR CELLPHONE PROVIDER TO TRANSMIT THE MESSAGE TO YOU, OR FAILURE OF OR DELAY IN THE EMERGENCY SERVICES PROVIDER RESPONDING TO SOS EMERGENCY SIGNAL(S), OR FAILURE OR DELAY OF THE SERVICE PROVIDER IN RESPONDING TO A HELP TRANSMISSION.
Customer gives authorization for VV to access manufacturer’s manuals or other information on Customer’s behalf to enable VV to link Customer’s authorized manuals where possible or information as provided by Customer, each when such information is provided to VV or available at no cost to VV.
No information generally considered to be confidential is required or requested by VV in the provision of the Services and Customer agrees not to enter such information into any fields in the VV system. Customer agrees that VV will utilize non-confidential data entered into the Service for business reasons which may include information exchange with manufacturers, vessel related entities to receive manuals, parts information, quotes and other information for the Service or for additional functionality and that Customer does not exclusively own any data or information on the VV system.
Terms of Agreement, Payments and Governing Law
This Agreement shall be for a period of twelve (12) months from the date of acceptance or as agreed to in any separate agreement between the Parties. This Agreement will automatically renew unless either party gives a thirty (30) day written notice cancelling this Agreement. Regardless of notice, all unpaid fee obligations under this Agreement become immediately due and payable. Any use of Service after the end of the Term will constitute as a renewal of a full year (12 month) subscription, regardless of any prior cancellation notices. All notices must be sent to billing@vesselvanguard.com. No refunds will be given for early cancellation. All Services are non-transferrable. A copy of vessel information may made by using the Export function in either PDF or CSV format from within the Service for Customer convenience as a standard function for transfer or other use any time prior to termination. After 30 days of termination date, VV will have no obligation to maintain or provide Customer information.
Use of the Service or acceptance of this Agreement online is an acceptance of this Agreement and the fee pricing plan quoted separately. If Customer provides credit card or ACH information to VV, Customer authorized VV to charge such for all purchased Services for the initial subscription term and any renewal subscription term. Unless stated otherwise in a separate services agreement, VV reserves the right to increase pricing annually by invoice upon 30-day notice prior to renewal. Payment is due upon receipt. For subscription renewals, payment is due prior to renewal date. Service may be suspended until payment is received. If any amount owing by Customer for Services is more than 30 days overdue, VV may, without limiting our other rights and remedies, suspend Services until such amounts are paid in full without notice.
This Agreement shall be governed and construed in accordance with the laws of the State of Florida and any litigation proceedings relating to this Agreement shall only be determined judicially or by arbitration within the jurisdiction of the State of Florida. VV may request arbitration proceedings between the parties. In the event that VV elects arbitration proceedings, the parties agree to proceed to arbitration, each to pay one-half of the expenses of such mediation. The prevailing party shall be entitled to its costs in such arbitration. Should any collection proceedings, litigation, arbitration, or actions to compel arbitration, including appellate proceedings, be instituted between the parties, the prevailing party in such litigation, shall be entitled, in addition to such relief as may be granted, a reasonable sum as and for its attorney fees in such litigation which shall be determined by the Court or in separate action brought for that purpose. THE PARTIES EACH HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES RELATED TO THE PARTIES.
