These Terms of Service (“Terms”) are a binding agreement between you or the entity you represent (“Customer” or “you”) and Marivue, Inc. (“Marivue,” “we,” “us”). Where a separate signed master subscription or services agreement exists between you and Marivue, that agreement governs and prevails over these Terms to the extent of any conflict.
1. Acceptance
By accessing the website, requesting a demo, or using the platform, you agree to these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind it.
2. Definitions
- Platform — Marivue’s maritime port intelligence software, including its features, APIs, and integrations.
- TOS — the Customer’s Terminal Operating System and related operational data sources.
- Customer Data — data made available to the Platform from the Customer’s environment, and outputs derived for the Customer.
3. The service & license
Subject to these Terms and any applicable order, Marivue grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the term for its internal business operations. We may update the Platform from time to time to improve it; we will not materially degrade core functionality during a paid term.
4. Customer responsibilities
- Maintain the security of accounts and credentials and ensure authorized users comply with these Terms.
- Obtain and maintain all rights, consents, and lawful bases necessary for Marivue to access and process Customer Data and to connect to the TOS.
- Use the Platform in compliance with applicable laws and not for any unlawful, infringing, or harmful purpose.
- Not reverse engineer, resell, or attempt to gain unauthorized access to the Platform, except to the extent such restriction is prohibited by law.
5. TOS integration
The Platform is designed to integrate with the Customer’s TOS on a read-only, least-privilege basis and does not write back to the Customer’s system of record. The Customer is responsible for provisioning appropriate, scoped access to the relevant data feeds and for the accuracy of the source data. Integrations are configured collaboratively; specific scope and deployment model (cloud, private VPC, or on-premise) are set out in the applicable order or statement of work.
6. Pilots & evaluations
Marivue is evolving toward general availability. Where the Platform is made available for a pilot, trial, beta, or evaluation, it is provided “as is” for the stated evaluation purpose and period, may contain pre-release features, and may be modified or discontinued. Service levels and certain warranties may not apply to evaluation use; the specific terms of an evaluation will be set out in the applicable order.
7. Fees & payment
Fees, if any, are set out in the applicable order. Unless stated otherwise, fees are exclusive of taxes and are payable within the period specified in the order. Evaluation engagements may be provided at no charge as stated in the order.
8. Intellectual property
Marivue and its licensors own all rights in the Platform and all related intellectual property. The Customer retains all rights in Customer Data. The Customer grants Marivue a limited license to use Customer Data solely to provide and secure the Platform. We may use aggregated, de-identified data that does not identify the Customer or any individual to operate and improve our services.
9. Data & privacy
Our processing of personal data is described in our Privacy Policy and, where Marivue acts as a processor, our Data Processing Addendum, which is incorporated into these Terms by reference. Security practices are described on our Security page.
10. Confidentiality
Each party may receive the other’s confidential information. The receiving party will protect it using at least reasonable care, use it only to perform under these Terms, and disclose it only to those with a need to know who are bound by confidentiality obligations.
11. Warranties & disclaimers
Each party warrants it has the authority to enter into these Terms. Except as expressly stated, the Platform is provided “as is” and Marivue disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. Marivue does not warrant that the Platform will be uninterrupted or error-free, and outputs are decision-support aids that do not replace the Customer’s operational judgment.
12. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data. Each party’s total aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by the Customer to Marivue in the twelve months preceding the claim (or, for free evaluations, a reasonable cap to be agreed). These limitations do not apply to liability that cannot be limited under applicable law.
13. Indemnification
The Customer will indemnify Marivue against third-party claims arising from Customer Data or use of the Platform in breach of these Terms. Marivue will defend the Customer against third-party claims that the Platform, as provided, infringes that third party’s intellectual property rights, subject to the limitations in these Terms.
14. Term & termination
These Terms apply while you use the website or Platform and for any subscription term stated in an order. Either party may terminate for material breach not cured within 30 days of notice. Upon termination, access to the Platform ceases and Customer Data is handled as described in the DPA. Sections intended to survive (including IP, confidentiality, disclaimers, liability, and indemnity) survive termination.
15. General
These Terms, together with any order and incorporated policies, are the entire agreement on their subject matter. If any provision is unenforceable, the rest remains in effect. Neither party may assign these Terms without the other’s consent, except in connection with a merger or sale of substantially all assets. Failure to enforce a provision is not a waiver. The governing law and venue will be as stated in the applicable order or, absent an order, the laws of the jurisdiction of Marivue’s principal place of business.
16. Contact
Questions about these Terms? Contact legal@marivue.com.