Terms of Service
Canopus Terms of Service Agreement
The following terms and conditions (“Terms of Service” or “Agreement”) constitute a legal agreement between you, the user, and/or the entity that you represent (“You,” “Your,” “User,” or “Client”), and us, Seaquest Marine Technologies, Inc. and/or Seaquest Marine LLC (collectively “Us,” “We,” “Our,” or “Seaquest”), and govern our relationship as You use Our website and servers, accessible via https://www.SeaQuestTech.co
(“Domain”) or in some instances a dedicated client domain (“Client Domain”), and Our Services, and/or purchase our Services, including but not limited to Our Canopus AI & RCM Platform Services (“Canopus Platform”). This Agreement will supplement any Sales Agreement between Client and Seaquest.
These Terms of Service apply to all users of Our Services and set forth legally binding terms and conditions for Your use of Our Services. By accessing or otherwise using Our Services and clicking on the AGREE button, You are acknowledging that You have read, understood, and agree to comply with and be bound by these Terms of Service and Our accompanying Privacy Policy (available at: www.SeaQuestTech.co/
Please read this Agreement carefully before issuing a Purchase Order and using Our services. Please also note that by accessing and/or utilizing Our Services, you expressly agree and assent to being bound by the terms and conditions set forth in this Agreement and/or any updates that may be provided or published from time to time. If You do not accept these terms, do not use Our Services.
Who We Are
Led by qualified and experienced individuals with decades of field experience in the maritime industry, Seaquest’s goal, through its innovative Canopus Platform is to offer a new level of services to the global shipping community by providing real-time insights on performance optimization, cost efficiency, and risk assessment in marine operations.
Description of Our Services
Seaquest provides users, such as You, with (1) access to its proprietary Canopus Platform, an artificial intelligence (AI) & reliability-centered maintenance (RCM) predictive maintenance analysis, reporting, support and recommendation software; (2) limited access to Seaquest’s servers via its Domain and/or a Client Domain in order to access said Canopus Platform; (all collectively, “Services” or “Our Services”) in order to provide valuable performance optimization, cost efficiency insights, risk assessment insights and action plans to Your marine operations. Our Services are purchased by a direct Platform Agreement between Client and Seaquest, which is supplemented by the present Terms of Service and Privacy Policy.
Your Purchase of Our Services
All Our Services are provided/accessed through Our Domain and/or a dedicated Client Domain, and are purchased by direct Platform Agreement with Seaquest. Your purchases of Our Services may be made in full or, in some cases, monthly installments. We may, at our discretion, instead provide You with a payment method invoice.
Payment Invoices
In certain instances, We may offer a payment invoice option for Your purchase(s). However, this option is only offered at Our sole discretion, and unless otherwise specified in the Platform Agreement between Client and Seaquest, there is no right to choose this payment option. We reserve the right to offer purchase via a payment invoice only after a successful credit check.
Unless otherwise specified in a separate Platform Agreement, when providing payment for Our Services using a payment invoice, the appropriate payment will be due no later than thirty (30) calendar days after the payment invoice is provided to You.
You hereby acknowledge and agree that, should You fail to provide the appropriate payment within the thirty (30) day window, We reserve the right to terminate Your Account and/or your access to the Services without prior notice, demand immediate compensation, and seek all available legal remedies.
Service Requirements
Use of the Service
As a condition to using the Service(s), Client further acknowledges and agrees that:
(a) Client is permitted to use the Service only for the purposes and in the manner expressly permitted by this Agreement and any associated Platform Agreement, and in accordance with all applicable laws and regulations, and any Documentation provided by Seaquest;
(b) Client is not permitted to use the Service (or any part thereof) for any unlawful, improper, inappropriate, or illegal activity;
(c) Client is only permitted to use the Service by its Authorized Users (e.g., Client’s fleet of managed vessels) and not for general deployment to third parties (except as otherwise expressly permitted), and Client will be responsible for all use of the Services by such Authorized Users, including but not limited to obtaining consents and providing appropriate information to Authorized Users about the Services;
(d) Client will be responsible for all use of the Services by its Authorized Users, and any actions undertaken thereby shall be deemed to have been taken by Client, and Client shall be responsible to Seaquest for all such actions;
(e) Client will obtain all necessary rights and consents from its Authorized Users and/or the operators and/or owners and/or rights holders of any Vessel in connection with which said Services are used and/or on which any hardware associated with said Services are deployed;
(f) Client may add Administrators to the Service, but only if such individuals are employees or Contract Employees of Client or are Service Providers acting on Client’s behalf (e.g., for Client’s fleet of managed vessels)
(g) Client is permitted to use the Service only for its own internal business operations (e.g., for Client’s fleet of managed vessels) and is not permitted to provide access and/or data to third parties that integrate with or leverages the Service, data or information provided by the Service, or uses the Service in any way, unless explicitly and unequivocally stated in a separate agreement; and (h) Client will establish and maintain a satisfactory and operational internet connection between the Seaquest servers and all vessels and any hardware provided by Seaquest and/or used in connection with the Services.
No Other Permitted Uses
Client agrees not to exploit the Service in any unauthorized way whatsoever, including, but not limited to, by trespass, burdening network capacity, or uploading malicious code. Any attempt to do so is a violation of the rights of Seaquest and its licensors and/or clients. Client may not license, sell, share, rent, lease, assign, distribute, host, permit timesharing or service bureau use, or otherwise make the Service (or any components thereof) available to any third-party, except as expressly permitted in this Agreement and/or Its Platform Agreement with Seaquest. Client will not interfere with the Service, or with any security, digital signing, digital rights management, verification or authentication mechanisms implemented in or by the Service or by Seaquest or the Canopus Platform and/or software or any other related Seaquest software or technology, or enable others to do so. All rights not expressly granted in this Agreement are reserved and no other licenses, immunity or rights, express or implied are granted by Seaquest, by implication, estoppel, or otherwise.
Administrator Accounts
You may create Administrator accounts for Your Administrators to use in administering the Service, subject to limits Seaquest may impose on the number of Administrator accounts. These Administrator accounts will be a combination of a unique user name and password, which will be owned by You. When You create Administrator accounts, all features and functionality of the Service that You select to be available will be enabled for such accounts, and You are responsible for appropriately enabling these Administrator accounts and for all activity in connection with these accounts. You acknowledge and agree that these Administrator accounts may be used only to access and manage the Services for account management purposes.
Managed Authorized User IDs
You may create Managed Authorized User IDs for Your Authorized Users to access and use as part of the Service in accordance with this Agreement, the Platform Agreement and the Canopus Documentation. You are responsible for deciding which features and functionality of the Service to enable for Your Authorized Users and for the creation, use, and management of Managed Authorized User IDs.
To create a Managed Authorized User ID for use by an Authorized User the following information, which may include Personal Data, is needed: name, proposed role, password, email address (for contact purposes), and phone number. In order to protect the security of Authorized Users’ accounts and preserve Your ability to easily reset Your Authorized Users’ passwords online, You should keep this information confidential. You agree to deploy Managed Authorized User IDs only for Your own internal business, maintenance or information technology purposes. You agree not to share, sell, resell, rent, lease, lend, or otherwise provide access to Managed Authorized User IDs to anyone other than Your Authorized Users. You may disable, suspend, or delete Managed Authorized User IDs (e.g., if an Authorized User leaves the Client) in the Service.
Seaquest also reserves the right to limit the number of Managed Authorized User IDs that may be created. In this regard, Seaquest will allow the creation of Managed Authorized User IDs for a maximum of ten (10) vessels, unless otherwise explicitly and unequivocally stated in a separate agreement.
Third-Party Service Providers
You are permitted to use a Service Provider only if the Service Provider’s access to and use of the Service is done on Your behalf and in accordance with these terms, and is subject to a binding written agreement between You and the Service Provider with terms at least as restrictive and protective of Seaquest as those set forth herein. Any actions undertaken by any such Service Provider in relation to the Service and/or arising out of this Agreement shall be deemed to have been taken by You, and You (in addition to the Service Provider) shall be responsible to Seaquest for all such actions (or any inactions). In the event that any actions or inactions by the Service Provider could constitute a violation of this Agreement or otherwise cause any harm, Seaquest reserves the right to require You to cease using such Service Provider.
Our Cancellation Policy
Cancellation of all or part of Our Services must be in writing and shall only be permitted pursuant to the terms set forth in the Platform Agreement between Client and Seaquest. If You choose to cancel Our Services as permitted by said Platform Agreement, You hereby acknowledge and agree that You shall return any hardware delivered to You within (30) days from the day You inform Us of Your cancellation. This thirty (30) day return window shall be deemed as met if provided to a third-party shipping organization within such a timeframe. You acknowledge and agree all shipping costs associated with the return of the hardware shall be Your responsibility. You further acknowledge and agree You may be responsible for any diminished value of the hardware resulting from any damage incurred by such hardware during Your care. You further acknowledge and agree all outstanding payments are due immediately upon confirmation of cancellation of all or part of Our Services.
Our Refund Policy
Unless otherwise specified in said Platform Agreement, there shall be no Refunds of any payments previously made for unused Services.
Our Intellectual Property
In the course of providing Our Services, Seaquest has developed certain content, materials, proprietary know-how, inventions and/or trade secrets associated with the Services, including but not limited to the Domain, the Canopus Platform and any associated software and hardware, that constitutes Seaquest’s protected intellectual property, whether consisting of trademarks, trade dress, copyright, patents, trade secret, designs, or otherwise (“Seaquest IP”). Such Services and any permitted use of Seaquest IP are provided by Us solely for Your limited use in connection with said Services.
All Seaquest IP, including but not limited to Our Domain, the Canopus Platform, any associated software or hardware, and any other content disposed therein or thereon, whether consisting of designs, text, graphics, interfaces, and all software are the sole and exclusive property of Seaquest, shall only be used by Client as expressly permitted pursuant to the use of the Services, and to the extent are added to or modified by Client are hereby expressly assigned to Seaquest. Furthermore, Client acknowledges and agrees that Client and/or its Authorized Users’ use of Our Services will provide Us with certain data relating to real-time insights on performance optimization, cost efficiency, and risk assessment in marine operations. Such data is owned by Us, and Client and/or its Authorized Users agree that Seaquest retains all rights, title, and interest in and to such data. Any data added to or modified by Client in the course of using Our Services are hereby expressly assigned to Seaquest.
Certain Seaquest IP, such as its Canopus Platform and any associated software, documentation and/or content, constitute works protectable under the Copyright Laws of the United States, international conventions, and other copyright laws, and are solely owned by Seaquest. You may not copy, record, reproduce, upload, publish, broadcast, transmit, create derivative works from, publicly perform, publicly display, distribute, use for a commercial purpose, or otherwise exploit any Seaquest IP in any manner. The unauthorized use of such Seaquest IP, including the copying and/or storage of any Seaquest IP outside of the terms of this Agreement, is expressly prohibited.
Nothing in this Agreement shall be construed as providing You with a license to use any of the Seaquest IP apart from the limited use of and/or interacting with the same on Our servers via Our Domain and/or a dedicated Client Domain, in connection with Our Services. All right, title, and interest in and to the Seaquest IP shall remain solely owned by Seaquest. By using Our Services and agreeing to the terms recited in this Agreement, You hereby acknowledge and agree that any use of the Seaquest IP not contemplated herein shall be actionable by Us. Any unauthorized use of any of the Seaquest IP may violate copyright laws, trademark laws, patent laws and other applicable laws, regulations, and statutes.
Disclaimers
Our Representations and Warranties
THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. WE DO NOT WARRANT THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR- FREE. WE DO NOT WARRANT THE ACCURACY, INTEGRITY OR COMPLETENESS OF THE CONTENT PROVIDED ON THE SERVICES OR BY THE HARDWARE. FURTHER WE MAKE NO REPRESENTATION THAT CONTENT PROVIDED ON THE SERVICES IS APPLICABLE OR APPROPRIATE FOR USE IN ALL LOCATIONS THROUGHOUT THE WORLD. WE SPECIFICALLY DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, RELATED TO THE SERVICES AND ANY MATERIALS, DATA, OR INFORMATION CONTAINED ON THE SERVICES, OR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICES OR ANY LINKED SERVICES. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY US SHALL CREATE A WARRANTY.
Client Obligations, Representations and Warranties
In using Our Services, You may be afforded the opportunity to interact with the hardware necessary to provide the Canopus Platform with data, as well as the software itself. As such, You hereby represent and warrant that all information You provide to Us is true and accurate and without modification. Further, You hereby warrant that You will comply with certain restrictions on how You use Our Services.
Specifically, by using Our Services, You agree not to (or otherwise attempt to):
• use Our Services for any unlawful purpose, including violations to any international, federal, provincial, or state regulations, laws, rules, or ordinances;
• use Our Services for any obscene or immoral purpose;
• solicit others to perform or participate in any unlawful acts;
• provide any false or misleading information to Seaquest;
• create a false identity or impersonate another person and/or entity in any way;
• make unauthorized copies or derivative works of, or otherwise distribute in any manner,
any content made available on or through Our Services, including, but not limited to, the
Canopus Platform and associated software or hardware;
• attempt to decipher, decompile, disassemble, or reverse engineer any of the software or
source code comprising or making up Our Services;
• use any trademarks, service marks, design marks, logos, photographs, or other content
belonging to Seaquest, provided in connection with Our Services, or otherwise obtained
from Our Services;
• use any device, software, or routine to interfere or attempt to interfere with the proper
working of Our Services (e.g., upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services);
• circumvent any measures taken to protect the security of Our Services;
• circumvent any measures taken to protect the security of Our data, Our users’/clients’ data,
or the identity of Our users/clients;
• solicit, or attempt to solicit, personal information from other users/clients of Our Services;
• collect, or attempt to collect, information from other users/clients of Our Services;
• track, or attempt to track, the personal information of other users/clients of Our Services;
• restrict, discourage, or inhibit any person or entity from using Our Services;
• gain unauthorized access to Our Services, to other users’/clients’ accounts, names, or
personally identifiable information, or to other computers, devices, or other technologies
connected to Our Services;
• spam, phish, pharm, pretext, spider, crawl, or scrape; and/or
• use Our Service in any manner other than that in which it is intended.
Engaging in any of the aforementioned conduct, or otherwise attempting to engage therein, shall constitute grounds upon which Seaquest may permanently terminate Your use of the Services without notice, at Seaquest’s sole discretion. We therefore reserve the right to terminate Your use of the Services for violating any of the above prohibited uses.
Client further agrees that:
(a) Client’s authorized representative has the right and authority to enter into this Agreement on its behalf and to legally bind Client to the terms and obligations of this Agreement;
(b) All information provided by Client or to its Authorized Users, to Seaquest in connection with this Agreement or use of the Service (including the Canopus Platform) will be current, true, accurate, supportable and complete; and, with regard to information Client provides to Seaquest, Client will promptly notify Seaquest of any changes to such information;
(c) Client will monitor and be responsible for its Authorized Representatives’, Administrators’, Service Providers’, and Authorized Users’ use of the Service and their compliance with the terms of this Agreement and the Platform Agreement;
(d) Client will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by Client, its Authorized Representatives, Administrators, Service Providers, Authorized Users and vessels, in connection with the Service;
(e) Client is solely liable and responsible for ensuring compliance with all privacy and data protection laws (e.g., Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data, and repealing directive 95/46/EC (“GDPR”)) regarding the use of the Service and use or collection of data, including Personal Data, and information through the Service;
(f) Client is responsible for its activity related to Personal Data (e.g., safeguarding, monitoring, and limiting access to Personal Data, preventing and addressing inappropriate activity, etc.); and (g) Client will comply with the terms of and fulfill Client’s obligations under this Agreement.
Limitation of Liability
YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK.
UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO RELIANCE BY A CLIENT OR USER ON ANY INFORMATION OBTAINED AT THE SERVICES, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, INCLUDING, WITHOUT LIMITATION, COMPUTER “VIRUSES”, “WORMS”, “BUGS”, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS OR SERVICES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF SEAQUEST HAS BEEN ADVISED OF OR SHOULD HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL SEAQUEST’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE LESSER OF THE FEES YOU PAID FOR OUR SERVICES OR THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Indemnification
You hereby agree to indemnify, hold harmless, and defend Us and all related parties from and against any and all claims, lawsuits, or other proceedings, and reimburse all expenses, costs, reasonable attorney’s fees, judgments, damages, and other liabilities resulting from the same claims, lawsuits, or other proceedings which arise or result from these Terms of Service or the Platform Agreement, including, but not limited to Your use of Our Services and/or the operation of any vessel. In the event of such a claim, suit, or action, We will attempt to provide You with notice thereof through Your contact information. Any failure to notify You of any such claim, suit, or action shall not eliminate, reduce, vitiate, or otherwise affect the terms of this indemnification provision. Notwithstanding the foregoing, We retain the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against Us and in no event shall You settle any such claim without Our prior written approval.
Term and Termination
These Terms of Service commence upon Your first use of Our Services, and shall continue until the termination of these Terms of Service by either You or Seaquest as permitted in said Platform Agreement, and/or by mutual agreement in writing between You and Seaquest.
If You become insolvent, enter into liquidation (apart from solvent liquidation for the purposes of amalgamation or reconstruction) or are dissolved or declared bankrupt or have a receiver, administrator or administrative receiver appointed over all or a substantial part of Your assets or enter into an arrangement with Your creditors or take or suffer similar action, then Seaquest may terminate these Terms of Service and/or said Platform Agreement immediately.
Seaquest may terminate these Terms of Service immediately on written notice to You in the event that Your performance under these Terms of Service would be in breach of the sanctions laws of the European Union; United States, as promulgated by the United Nations Security Council; and of any country through which Your use of Our Services extends.
Seaquest reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms of Service and Your access to Our Services at any time and without any prior notice or liability should You breach any of these terms recited herein.
Force Majeure
Any failure or delay in performance by either Party shall be excused if such failure or delay in performance was caused by an Act of God (fire, flood, earthquake, storm, hurricane, or other natural disaster), pandemic, epidemic, war or civil disorder, invasion, act of foreign enemies, hostilities, terrorism, government actions, lockout or interruption or failure of electricity of network service, or other cause beyond the reasonable control of the Parties.
Digital Millennium Copyright Act
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any content used in Our Services.
You may contact Our Designated Agent at the following address:
Malloy & Malloy, P.L.
2800 S.W. 3rd Ave.
Historic Coral Way Miami, FL 33129
Any notice alleging Our content and/or Services infringe upon the intellectual property rights of another must include the following information:
• an electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property being infringed upon;
• a description of the intellectual property claimed to be infringed upon;
• a description of the material asserted to be infringing upon such intellectual property, and
the identification of its location within our Services and/or Content;
• your contact information, including your address, telephone number, and email address;
• a statement that you have a good faith belief that the use of the materials on our Services
or in Our content (of which you are complaining) is not authorized by the owner of such intellectual property; and
• a statement that the information you are providing is accurate and that, under penalty of perjury, you are the owner of such intellectual property or are authorized to act on such owner’s behalf.
Choice of Law and Forum
The Terms of Service will be governed by the law of the State of Florida, United States of America, without regard to the conflict of laws principles thereof. Any dispute arising from Our conduct or offering of Our Services, these Terms of Service or the associated Privacy Policy (available at: www.SeaQuestTech.co/privacypolicy), or the Platform Agreement will be resolved exclusively in the United States District Court for the Southern District of Florida. By using our Services, You hereby agree to submit to jurisdiction in the foregoing forum. In the event of any dispute arising from Our conduct or offering of Our Services, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs from the non-prevailing party.
Waiver of Right to Jury Trial
EACH PARTY WAIVES ALL RIGHTS TO ANY TRIAL BY JURY IN ALL LITIGATION RELATING TO OR ARISING OUT OF THESE TERMS OF SERVICE.
Assignment
You may not assign, delegate, or transfer the terms of this Agreement, or its obligations hereunder, in any way without Our prior written consent. We may transfer, assign, or delegate the provisions of this Agreement and Our rights and obligations hereunder without Your consent.
Modifications
We reserve the right to make changes to these Terms of Service at any time, provided We give You reasonable notice of such revisions. By continuing to use the Services after such notification, You agree to be bound by any such revisions.
These Terms of Service were last updated on February 22, 2024.
Severability
If any provision of the Terms of Service is held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision of the Terms of Service.
Entire Agreement
These Terms of Service, and any other terms, documents, and/or agreements expressly incorporated herein, as well as the Platform Agreement entered into between Client and Seaquest, represent the entire understanding between You and Seaquest regarding the subject matter expressed herein. To the extent there are any conflicts between these Terms of Service or any other agreement and/or understanding between You and Seaquest, it is expressly agreed these Terms of Service shall be controlling, unless explicitly and unequivocally stated in a separate, written agreement.
Contact Us
If you have any questions regarding these Terms of Service or our Services, please contact us at:
Seaquest Marine Technologies Inc.
777 Brickell Avenue Unit 500
Miami, FL 33131 info@SeaQuestTech.co