These Seazone Terms and Conditions (“Agreement”) serve a legal agreement between Seazone Smart Management LTD (“Company”) and the entity or person (“Customer”, “you” or “your”) registering as a User of the Seazone system, to receive certain license software and related support and maintenance services for the smart management of yachts, yachts crew, guests and financials. This Agreement describes the terms and conditions that apply to your use of Company’s Seazone System and the Services.
If you do not understand any of the terms of this Agreement, please contact us before using the Seazone System and Services.
Please avoid accessing or using the Seazone System and Services (as defined below) unless you agree to abide by all the terms and conditions in this Agreement. This Agreement is effective as of the date you registered online after creating an Account and accepting the terms and conditions of this Agreement (the “Effective Date”).
1.1 “Account” means an account opened within the Seazone System by and for any User of the Seazone System, to the extent such Account was not blocked or terminated.
1.2 “Documentation” means any of Company’s user guides and manuals for the Seazone System in written or electronic format which Company makes generally available to its customers.
1.3 “License Fees” means those amounts specified and set forth in Section 4 of this Agreement, to be paid by the Customer to the Company, in consideration for the use of the Seazone System and the Services.
1.4 “Seazone System” means the Seazone system (upon all its relevant components and modules) together with any Update or New Release provided by the Company to the Customer, as described and detailed in Company’s website as may change from time to time, and supplied as-is.
1.5 “New Releases” means any new versions of the Seazone System provided to Customer hereunder that offer substantial and new functionality over the prior Seazone System version, to the extent that such New Release was purchased by the Customer and/or provided to the Customer by the Company. Notwithstanding the foregoing, New Releases do not include any new or additional software products or modules marketed and priced and sold separately by Company or which Company does not generally make available to similar customers.
1.6 “Product Specifications” means the technical and performance functions of the Seazone System.
1.7 “Services” means support and maintenance services with respect to the Seazone System delivered by Company or any of its agents.
1.8 “Update” means a set of procedures, service packs, bug fixes, new programming code or patches implemented by Company to correct problems in the Seazone System, or to provide and improve functionality of the Seazone System, including, but not limited to, any upgrades, modifications, enhancements or fixes to the Seazone System that Company makes generally available to its customers covered under its Maintenance and Support program without additional charge. Updates provided to Customer will automatically become part of the Seazone System.
1.9 “User” means any registered user who opened an Account in Seazone system, whether as a Yacht Owner, Yacht Crew, Master, Yacht Manager or Supplier, and including any individual using the Seazone System on behalf of, and under the Account of, another Customer (“Customer’s Users).
2.1 Modifications. We reserve the right to modify the Seazone System and any of the Services or to modify these Agreement, at any time and without prior notice. If we modify these Agreement, we will either post the modification here or otherwise provide you with notice of the modification. By continuing to access or use the Seazone System and Services after we have posted such modification, you are indicating that you agree to any such modification.
2.2 Eligibility. The use of the Seazone System and Services is void where prohibited. The Seazone System and Services was not designed neither created for the use of minors, so if you are under the age 18 please avoid using the Seazone System and Services. If you use Seazone System and Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. By using the Seazone System and Services, you represent and warrant that you have the right, power, and capacity to abide by these Agreement. The Company reserve the right to demand from any User or Customer to provide any additional information and documentation, as required to us subject to Company’s sole discretion, for verifying its age and legal eligibility per Company’s duties under the law.
2.3 Term. This Agreement will remain in full force and effect while you have a Seazone Account or use the Seazone System and Services. You can always close your Account, whether by sending a relevant inquiry to our customer service team or whether by using the designated features within the Seazone System. At Company’s sole discretion, the Company may terminate your Account at any time through notice to your email address on file. If the Company terminates your Account because you have breached these Agreement, you will not be entitled to any refund. The Company is not required and may be prohibited, from disclosing a reason for the termination of your Account. After termination, all terms that by their nature may survive termination of these Agreement shall be deemed to survive such termination.
2.4 Notification to Customer’s Users. Your account may include and be used by users who are not yourself (e.g. your employees, crew, etc.). It is your specific duty to control and makes sure that any and all said users using your Account will abide by these Agreement, which apply to them, as well as to you, the Account holder.
3. license, Subscription AND DELIVERY
3.1 Grant of License. Subject to Customer’s payment of all applicable fees, Company hereby grants Customer a non-transferable, non-exclusive, non-sublicensable worldwide, limited, license to use the Seazone System (collectively, “Scope of Use”), solely for Customer’s and Customer’s Users use, subject to the subscription plan which chosen by the Customer. Customer may use or access the Seazone System solely as permitted by the Company. New Releases may be subject to additional fees. This Agreement confers no title or ownership and is not a sale of any rights in the Seazone System or any of the proprietary rights of the Company. All rights not expressly granted to Customer are reserved solely to Company and/or its licensors. Nothing herein should be construed as granting Customer or User, by implication, estoppel or otherwise, a license relating to the Seazone System, the Documentation or Company’s website other than as expressly stated in this Agreement.
3.2 License Restrictions. Customer shall not: (a) disassemble, reverse engineer, reverse compile, decode, decrypt, or in any way derive source code from the Seazone System; (b) modify, translate, adapt, alter, or create derivative works from the Seazone System; (c) copy, distribute, publicly display, transmit, sell, rent, lease or otherwise exploit the Seazone System; or (d) sublicense the Seazone System to any third party and shall only use the Seazone System as permitted under this Agreement for its own internal Enterprise Use. Customer shall not remove or alter any copyright or other proprietary notices affixed to or embedded therein and shall include such in all copies made by Customer. Customer may not use the Seazone System if this license has been terminated by Company (through the termination of an Account).
3.3 Subscription and Delivery. To become a Customer and User of the Seazone System, you will be required to go through a subscription process. As part of the subscription process you will provide the Company with certain details and shall be required to choose your designated plan and/or module of the Seazone System, as displayed and detailed in Company’s website (“Plan”). In addition, you will be required to provide the Company with some payment method, typically a credit card, for paying the License Fees ascribed to each Plan in Company’s website.
3.4 Delivery and Access Credentials. After completing the subscription process and payment verification, the Company will deliver or grant you with access to the Seazone System and Documentation by providing you with passwords, credentials, and other authorization codes that you need to access or use the Seazone System.
4. PAYMENT and Refunds
4.1 License Fees. All License Fees for the use of the Seazone System and Services shall be as ascribed to each Plan as presented on Company’s website (including any free trial period if ascribed to the specific Plan in the website). All License Fees shall be charged automatically at the beginning of each calendric month through the credit card provided by the Customer as part of the subscription process.
4.2 Plans will be renewed unless cancelled by you. Please note that unless otherwise stated, Plans will be automatically renewed. If you do not wish to renew You may cancel this renewal by using the interface provided in the Seazone System or through contacting the Company Customer Service, subject to a prior cancelation notice, provided to us at least 72 hours before the renewal of your plan.
4.3 Non-Refund of Annual Plans. Some of the Plans and/or modules of the Seazone System might be defined or described on Company’s website as “annual”, meaning that there will be no way to partially refund the License Fee for such Plan during a term of a year, even if such License Fee will be actually charged in monthly or periodic payments.
4.4 Refund in case of Yacht Sale. Without prejudice to the foregoing, in a case where a Customer who’s a Yacht Owner sales his yacht and therefore does not need the Seazone System anymore, the Company will refund the Customer, subject to the provision of proof of sale to the Company (e.g. bill of sale). In such case, the Customer shall be refunded for the relative part of the License Fee, subject to a 30-day termination notice period.
4.5 Taxes. As Company’s services, including the use of the Seazone System, are international, you may live in a country which collects taxes, levies, fees or other payments over the direct payment made to the Company (such as V.A.T., State-Tax, etc.). In such countries, those taxes will add-up to the License Fee which applies to your Plan, , even if not detailed in any specific page, and you will pay them as part of your periodic payment.
5.1 Termination by the Company. The Company may terminate any Account and/or prohibit any user (immediately, with or without notice) from using or accessing the Seazone System and Services, in whole or any part thereof, for any reason, for no reason, for breach of these Agreement (or any other relevant terms and conditions), at any time in Company’s sole discretion, without notice.
5.2 Termination by the Customer. In Plans with monthly subscription (non-annual Plans) the Customer shall have the right to cancel its subscription from the following month at any time, and subject to a prior cancelation notice of at least 72 hours before the time of automatic renewal.
5.3 Survival. All provisions of the Terms that by their nature shall survive termination shall survive termination, including but not limited to tenure provisions, warranty waivers, indemnification, and limitations of liability.
5.4 Termination of the Seazone Systems. The Company may terminate Seazone System and/or any of the Services, all or any part thereof, without notice and at any time, permanently or temporarily at our own discretion.
5.5 Effects of Termination. Upon termination of this Agreement, Customer will cease using the Seazone System and Company will not have any further obligation to provide support and maintenance services.
5.6 No remedies upon termination. To remove any doubt, you will not be awarded any remedy of any kind if the Company had terminated your Account, any of the Services or our activity altogether, except for reimbursement for moneys paid for periods of time not yet used by (unless otherwise stipulated herein), after deducting all expenses incurred by the Company due to your conduct.
6. Customers’ and Users’ Undertakings and Limitations
Any Customer and/or User using the Seazone System and Services undertakes and agrees not to:
- Use the Season System and Services for any unlawful purpose or in any manner which infringes any law, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, tax laws, etc.
- Introduce viruses, worms, Trojan horses, or harmful code to the Seazone System, Company’s website, or through any of the Services.
- Provide inaccurate information through the subscription process, or attempt to impersonate another person or open an Account under false name, characteristics or pretenses.
- Transmit or make public through the Seazone System, including the Ratings and Reviews, any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable.
- Fail to deliver payment of any License Fee.
- Take any action that may undermine or manipulate the Users Feedback System.
- Harass, threaten or intentionally embarrass or cause distress to any individual using the Seazone System or th Services.
- Transfer your Account or login credentials to another party without Company’s prior written consent;
- Harvest or otherwise collect information about Users, including email addresses, without Company’s prior written consent.
- attempt to probe, scan or test the vulnerability of the Seazone System and Services to breach security or authentication measures without Company’s prior written consent.
- circumvent, disable or otherwise interfere with security-related features or other digital-rights-management features of the Seazone System or Company’s website.
7. Users Feedback system
7.1 Users Feedback System. You should be aware that Seazone System contain feedback and ratings mechanism through which Users can leave mutual reviews and submit a rating (Whether numerical, stars or any other method upon Company’s sole discretion) regarding other Users (“Ratings and Reviews”). By using the Seazone System you agree to be part of such Users Feedback System, meaning that your Ratings and Reviews might be presented to other Users of the Seazone System.
7.2 Users undertakings while submitting a Rating or Review. Ratings or Reviews by Users must be accurate and may not contain any offensive or defamatory language. Ratings and Reviews must comply with these Agreement, and especially with Users Undertakings and Limitations, as specified herein.
7.3 Ratings and Reviews manipulations. It is prohibited to manipulate the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Rating or Review about another User.
7.4 No Liability for Reviews and Ratings. Ratings and Reviews reflect the opinions of individual User and do not reflect the opinion of the Company on its behalf. Ratings and Reviews are submitted directly by the User and are not verified by the Company regularly. The Company shall not be held responsible for the content, accuracy, correctness or implications of any Rating or Review.
7.5 Ratings and Reviews examination. If you believe that any Review and Rating relating to you is unjustified or violates these Agreement or any law, please contact our support team, and we will review the case on its merits.
8. Services and Support
8.1 Service and Support. You may address the Company using the support and customer service email in Company’s website. The Company will act to the best of its ability to offer reasonable support.
8.2 Support is not an undertaking and does not mean liability. Do note that some requests may not be accommodated, and the Company do always not undertake to supply any support. In addition, if the Company do offer you support, this will be done on a good will basis and will not create any liability of the Company, especially, but not only, if this liability is explicitly denied herein.
9. Data Security and Privacy
9.2 The Data you manage through the Seazone System. The data and information you manage in the Seazone System is owned by you. The Company has no right regarding any such data and shall not access it for any other use then the provision of Seazone System and the Services to you. The legality and lawfulness of the data fed by you or on behalf of you to the Seazone System is under your sole responsibility as the Owner of such data.
9.3 Anonymized Data. The Company shall have the right to process any statistical, aggregate or anonymized data (data which can no longer be associated with a natural person), even if such anonymized data was produced or derived from personal or identified data.
9.4 Seazone System and Account Security. The Company is committed to protecting the security of your data. However, the collection, transmission, and storage of information can never be guaranteed to be completely secure. You are responsible for maintaining the confidentiality of your login information (username, password, etc.). Do not disclose your password to any unauthorized third party (you may wish to consider disabling any auto-sign in features). You take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. Please notify the Company immediately in case you are aware of any unauthorized use of your Account or any other breach of security. Also, ensure that you exit from your account at the end of each session. Without derogating from any other limitation of liability per these Agreement, the Company will not be liable for any loss or damage arising from your failure to comply with this provision.
9.5 Retention of Customer’s data and receipts uploaded to the Seazone System. We will retain your data in the System during the term of your plan. However, it is important to note that we will not keep any copy of receipts uploaded to the Seazone System for more than 5 years. You can always download all your receipts.
10. PROFESSIONAL Materials, statistics and recommendations
The Company may present in the Seazone System, through the Services or on Company’s website screens information, texts, advertisements for products and/or services, professional materials, statistics, recommendations, notices and/or other materials (“Professional Material”). The Company hereby disclaims all liability arising from or in connection with any such Professional Material, their origin, contents, and/or their context. It is the Customer or User sole responsibility to validate and examine the accuracy, correctness, and implications of any such content before taking any action based upon such content.
11.1 Limited Warranty. THE COMPANY PROVIDES THE SEAZONE SYSTEM AND THE SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF CONDITION OF TITLE, OF QUIET ENJOYMENT, OR OF NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE IS WITH YOU.
11.2 Company’s Warranty Obligations; Limitations of Limited Warranty. In the event of breach of the Limited Warranty provided in Section 10.1 of this Agreement, Company’s entire liability and Customer’s exclusive remedy will be, at Company’s sole discretion, to either: (i) repair, replace or provide a reasonable workaround for the defective and/or non-conforming portion of the Seazone System within thirty (30) days after receiving written notice of the breach of the warranty which describes in detail the specific nature of the defect and/or non-conformity or (ii) refund the License Fees paid by Customer for such Seazone System on a pro rata basis (after deducting amounts paid for actual use of the Seazone System by Customer). The Limited Warranty provided in Section 10.1 of the Agreement does not apply to problems resulting from: (a) any problems or technical malfunction of any communication network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems, virus and malicious codes or traffic congestion on the Internet or on any of the Services or combination thereof; (b) modification of the Seazone System not undertaken or performed by Company; (c) malfunctions in any computer hardware or software or systems files not provided by Company; (d) accident of Customer or at the Customer’s premises; (e) negligence of Customer; (f) misuse of the Seazone System by Customer; or (g) use of the Seazone System with data of any entity other than Customer; (h) wrong or inaccurate data which was fed to the system by the Customer or any other Company, including any information relating to the job candidates in Seazone System’s HR module; (i) lost of receipts after the 5 years period as mentioned above .
11.3 Cap on Direct Damages. IN NO EVENT SHALL COMPANY’S LIABILITY EXCEED THE LICENSE FEES PAID BY CUSTOMER FOR THE SEAZONE SYSTEM IN THE PRECEDING TWELVE (12) MONTHS.
11.4 No Indirect Damages. In no event will either party be liable to the other for any consequential, incidental, indirect, punitive or special damages whatsoever arising from any cause or connected in any way with this Agreement, even if the possibility thereof is known or should have been known.
11.5 No responsibility for security breaches, malware, fraud or similar faults. As always online, and even though the Company undertakes reasonable security measures as customary, certain security breaches, hacks, cracks, deceit, fraud or other faults (such as viruses and Trojan horse codes) may always happen. The Company will be under no liability to any such fault.
11.6 No responsibility for linked materials and websites. The Seazone System or Company’s website may contain links to other websites. Such sites are in no way investigated, monitored or verified for accuracy, completeness or otherwise by the Company. Inclusion of any such linked website does not imply approval or endorsement of the linked site by the Company. When you access these third-party sites, you do so at your own risk.
11.7 Customer Indemnity. Customer shall be solely responsible for, and shall indemnify, defend, and hold Company free and harmless from all damages, liabilities, charges, and expenses (including reasonable attorneys’ fees) from all claims, lawsuits, or other proceedings arising out of or relating to (i) Customer’s use of the Seazone System in a manner not permitted by this Agreement, not permitted by Company, or not in conformance with Company written requirements and the Documentation and Product Specification, (ii) the acts or omissions of Customer, its employees, and agents and all persons or entities who have access through Customer to the Seazone System, or (iii) relating to an infringement of any right resulting in any way from the use of the Seazone System with other software or materials not licensed to Customer by or not approved by Company.
11.8 Services. Company covenants that any Services performed for Customer under this Agreement shall be performed in a professional manner with at least reasonable care.
11.9 Disclaimer. Company does not warrant (i) that the Seazone System will meet Customer’s requirements; (ii) that operation of the Seazone System will be uninterrupted; (iii) that the Seazone System is error free; (iv) that all defects in the Seazone System will be corrected; or (v) any change or modification of the Seazone System made by Customer; provided, however, any change or modification properly made by Customer in accordance with instructions contained in the Documentation for the Seazone System shall not void the warranty provided by Company herein.
12. GENERAL PROVISIONS
12.1 Order of Precedence. To the extent any terms and conditions of this Agreement conflict with the terms and conditions of any other agreement or representation provided by the Company to the Customer, the terms and conditions of this Agreement shall govern.
12.2 Assignment. Customer shall not, directly or indirectly, by operation of law or otherwise, transfer or assign the Seazone System or this Agreement, or transfer, assign or sublicense any license rights granted hereunder, in whole or in part, without the prior written consent of Company, which consent shall be at Company’s sole discretion. Any attempted assignment in violation of this Section shall be void.
12.3 Waiver and Amendments. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of that party’s rights or the provision, nor shall it be construed as a waiver of any succeeding breach of such provision or the waiver of the provision itself. All waivers must be in writing and signed by the party charged with the waiver. This Agreement may only be amended in a subsequently-dated writing signed by authorized representatives of the parties.
12.4 Severability. If any provision of this Agreement is determined to be unenforceable or invalid under applicable law or be so held by applicable court decision, then such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. In such event, the invalid or unenforceable provision shall be changed and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law and court decisions.
12.5 Governing Law. By using the Seazone System or the Services in any manner or any part thereof, you agree that any dispute about or involving the Services in any manner shall be exclusively governed by the laws of the State of Israel, without regard to conflict of law provisions and governed by these Agreement. In such a case, you agree to an exclusive personal jurisdiction and venue in the competent courts in the district of Tel Aviv Yafo, Israel, and only there.
12.6 Force Majeure. Neither party shall be liable under this Agreement because of a failure or delay in performing its obligations hereunder on account of riots, insurrection, fires, floods, acts of God, war, governmental action, or any other cause which is beyond the reasonable control of such party.
12.7 Notices. You agree that Company can provide notices in connection with this Agreement to you through our website or through the dashboard, or by mailing notices to the email or physical addresses identified in your Account Cloud Account. Notices to Company shall be sent to the address below or such other address as Company may specify in writing.
Seazone Smart Management LTD
Ha Zedef 1,
12.8 Interpretation. The parties agree that they have been, or have had the opportunity to be, represented by counsel during the negotiation and execution of this Agreement and therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
12.9 Entire Agreement. This Agreement and all fully executed Exhibits state the complete understanding and agreement of the parties regarding the subject matter herein. It supersedes all prior or contemporaneous proposals, agreements or other communications between the parties, oral or written, regarding the subject matter.