Signal APIs Terms of Use

1. General

1.1 Your access to and/or use of any of the APIs (the " API(s)" or the "Service") is subject to a legal agreement established between you and SIGNAL OCEAN LTD, a private limited company organized and existing under the laws of England and Wales, whose registered office is at 83 Cambridge Street, Pimlico, SW1V 4PS, London, England ("Signal"), also deemed to include its wholly owned subsidiary “SIGNAL OCEAN SINGLE MEMBER PRIVATE COMPANY”, a single member private company organized and existing under the laws of Greece, whose registered office is at 110, Vouliagmenis Avenue, Glyfada, 166 74, Greece (hereinafter referred to as “SO GR”), the above entities to be referred to jointly as “Signal” or “we” (the "Terms").

1.2 Unless otherwise agreed in writing with Signal, the Terms will include the following:

the present terms and conditions as updated from time to time (the "APIs Terms");
your purchase order request;
the Privacy Policy.

If you access or use the API(s) and/or the Service through Signal Ocean Add-In for Excel, as hereinafter defined, or any other integrated functionality, such as instant messaging applications, provided by Signal those Terms still apply.

If you access or use the API(s) through Signal’s online Signal Ocean Platform (the “TSOP’’), then TSOP’s terms of use are applicable as well. If there is any contradiction between TSOP’s terms of use and the present Terms, then the present Terms will take precedence only to the extent they relate to the API(s).If there is a conflict between these Terms and additional terms applicable to a given API, the additional terms will control for that conflict.

By registering to the Service, you represent and warrant that you are authorized to bind yourself and the business or company on behalf of which you are acting for the purposes of which you are registering for use of the Service, regardless of its legal form. If the Service is being used on behalf of a business or company, such business or company shall be responsible for said use as well as for all decisions regarding said use, such as the selection of the registration package, the number of Authorized or End Users (as hereinafter defined) to have access to it and the termination of the accounts of Authorized or End Users.

Before you use the API(s), you should read each of the documents comprising the Terms, and print or save a local copy for your records.

1.3 Signal reserves the right to make changes to the Terms from time to time. Signal advises you to periodically check the Terms for any such modifications or revisions. Your continued use of the Service after such changes have been posted as provided above constitutes your binding acceptance of such changes.

You understand and agree that if you use the Service after the date on which the Terms have changed, Signal will treat your use as acceptance of the updated Terms. If a modification is unacceptable to you, you may terminate this agreement by ceasing use of the API(s) by providing a relevant prior written notice to Signal.

2. Consent to the Terms.

2.1 By using the API(s) either through TSOP, SignalOcean Add-In for Excel or any other system and/or integrated functionality that is made available to you from time to time, you agree to the Terms.

2.2 You represent that you have full power, capacity and authority to accept these Terms. If you are accepting on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms.

3. Service

3.1 Signal shall provide the Services subject to the Terms.

3.2 Signal shall use commercially reasonable endeavors to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for:

planned maintenance; and
unscheduled maintenance performed outside normal business hours.

Signal shall use reasonable endeavors to give you as much advance notice as possible.

3.3 Signal will use reasonable endeavors to provide you with customer support services during business hours.

3.4 Signal has subsidiaries and affiliated legal entities around the world ("Subsidiaries and Affiliates"). Sometimes, these companies may be providing the Service to you on behalf of Signal itself. You understand and agree that Subsidiaries and Affiliates will be entitled to provide the Service to you, in which case the Terms shall govern your relationship with the Subsidiaries and Affiliates.

3.5 You understand and agree that Signal may limit the number of transactions you may send or receive through the Service; such fixed upper limits may be set by Signal at any time, at Signal’s discretion without prior relevant notice.

3.6 Signal may suspend your right to access or use any portion or all of the Service immediately upon notice to you if Signal determines that your (or an Authorized or End User’s) use of the Service:

poses a security risk to the Service or any third party, or
may adversely impact the Service or the systems or Content of Signal, or
may subject Signal, its Affiliates or Subsidiaries, or any third party to liability, or
may be fraudulent or unlawful.

3.7 If Signal suspends your right to access or use any portion or all of the Service, you remain responsible for all fees and charges you have incurred prior to the date of suspension and you remain responsible for any applicable fees and charges for any portion of the Service to which you continue to have access, as well as applicable charges and fees and charges for in-process tasks completed after the date of suspension.

4. Registration

4.1 For registration and account creation purposes, which are necessary for your access to the Service, you and any persons within your organization who will be using the Service on your behalf as indicated by you (“Authorized or End User(s)”) shall select a username and a password. You shall provide Signal with registration information that will be requested, all of which you warrant and represent to be accurate, truthful and will be updated, if any of such information changes.

4.2 Following your registration, Signal shall provide you and the Authorized or End User(s) with access credentials (together with usernames, passwords and any other personal registration information the “Access Keys”). You will keep your Access Keys confidential.

In relation to the Authorized or End User(s), you undertake that:

each Authorized or End User will use a password which is unique to the Service and is not used by that Authorized or End User for any other systems or purposes); and
each Authorized or End User will ensure that they change their password(s) frequently and keep their Access Keys strictly confidential;
you will remain responsible for all use of the Service by Authorized or End Users, regardless of whether or not the use of the Service by them is with your explicit permission or not;
each Authorized or End User will not log in to Signal's Website other than from your premises or from a remote location which has been authorized by you;
you will permit Signal to audit the Service so Signal can establish the name of each Authorized or End User;
if any of the audits referred to in clause (e) above reveals that any Access Keys are used by any non authorised third party, then in addition to Signal's other rights, Signal shall disable that Access Keys, deregister the non authorised individual from the Service.

‍5. Data Privacy

5.1 For information about Signal’s data protection practices, please read Signal’s API Privacy Policy. This policy explains how Signal treats your personal information and protects your privacy when you use the Service.

5.2 You may have to post and abide by an appropriate privacy policy in your API Application.

5.3 You must comply with all applicable laws relating to the collection of information from visitors to your API Application.

6. Ownership and Proprietary Rights

You understand and agree that Signal and its licensors and their suppliers (as applicable) own all legal right, title, and interest in and to the Service and Content, including any intellectual property rights in the Service and Content (whether those rights are registered or not, and wherever in the world those rights may exist).

7. Permitted Uses.

You will use the Service only for purposes that are permitted by the Terms and in accordance with the Terms including but not limited to Clauses 8 and 9 herein .

8. Licenses

8.1 Definitions.

"Brand Features" means trade names, trademarks, logos, domain names and any other distinctive brand features.

"Content" means content related to vessels and ports as well as any other content provided from time to time through the Service (whether created by Signal or its third-party licensors).

"API Application" means a software application, website, or other implementation such as excel add-in programs, or other integration with other functionalities such as messaging application software that Signal may deploy from time to time, that uses the API(s) to obtain and display Content in conjunction with Your Content.

"Your Content" means any content that you provide in your API Application, including data, images, video, or software. Your Content does not include the Content as defined above.

“Signal Ocean Add-In for Excel’’means all Signal’s programs that enable you to access and extend the APIContent that you are licensed to use through excel application functionalities across multiple platforms or browsers.

8.2 API License. Subject to these Terms, during the term of this agreement, Signal gives you a non-exclusive, worldwide, personal, non-transferable, non-assignable, non-sublicensable license to use the API(s) as provided by Signal in the manner permitted by the Terms.

8.3 Content License. Subject to these Terms during the term of this agreement, Signal gives you a non-exclusive, worldwide, personal, non-transferable, non-assignable, non-sublicensable license to use the Content in your API Application, as the Content is provided in the Service, and in the manner permitted by the Terms.

8.4 Proprietary Rights Notices. You will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices, Terms of Use links, or Brand Features) displayed or provided through the Service. Where such notices are not displayed or provided within the Service, you must display such notices according to the API documentation.

8.5 Determination of Compliance. Signal reserves the sole right and discretion to determine whether your use of the API(s), Content, and Brand Features complies with these Terms.

9. License Restrictions.

9.1 General Prohibitions The above license is conditional to your compliance to all of the restrictions below irrespective of the way you access the Service and/or the Content (i.e. API account, TSOP, Signal OceanAdd-Ins for Excel, or any other integrated functionality, such as instant messaging applications):.

9.1.1 API Prohibitions

When using the API(s), you may not or allow Authorized or End Users to:

Sublicense an API for use by a third party. Consequently, you will not create an API Application that functions substantially the same as the API(s).
Perform an action with the intent of introducing to Signal products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
Defame, abuse, harass, stalk, or threaten others.
Interfere with or disrupt the API(s) or the servers or networks providing the API(s).
Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage.

9.1.2 Content Prohibitions

You will not, and will not permit your Authorized or End Users or others acting on your behalf to, do the following with the Content returned from the APIs:
1. Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
2. Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, sublicense to any third party or in any other manner commercially use;
3. Misrepresent the source or ownership; or
4. Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.

9.1.3 API Application Restrictions

You will not use the Service to create an API Application that is a substitute for, or similar service to TSOP.

9.1.4 Intellectual Property Restrictions

You will not distribute, sell, or otherwise make any part of the Service available to third parties except as permitted by these Terms.
You will not modify or create a derivative work based on any Content unless expressly permitted to do so under these Terms.
You will not use any Content outside of the Service except as expressly permitted to do so in the present Terms. For example, you will not export or save the ]Content to a third party’s platform or service.
You will not pre-fetch, cache, index, or store any Content to be used outside the Service, except that you may store limited amounts of Content solely for the purpose of improving the performance of your API Applications due to network latency and only if such storage:
1. is temporary (and in no event more than 30 calendar days);
2. is secure;
3. does not manipulate or aggregate any part of the Content or the API(s); and
4. does not modify attribution in any way.
You will not:
1. remove, obscure, or alter any Signal terms of service or any links to or notices of those terms, or any copyright, trademark, or other proprietary rights notices; or
2. falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.

9.2 Attribution. Content provided to you through the Service may contain the Brand Features of Signal, its strategic partners or of other third parties owning rights into content that Signal indexes. When Signal provides those Brand Features or other attribution through the Service, you must display such attribution as provided and must not delete or alter the attribution.

You understand and agree that Signal has the sole right and discretion to determine whether your attribution(s) are in compliance with the above requirements.

9.3 Preventing Unauthorized Use. You will prevent unauthorized use of the Service and take all necessary actions to terminate any such unauthorized use. You shall notify in writing Signal without undue delay in case you become aware of an unauthorized use of the Service or an attempt of it.

9.4 Responsibility for Breaches. You are solely responsible for any breach of your obligations under the Terms and for the consequences of any such breach (including any loss or damage that Signal may suffer).

10. Pricing and Payment Terms.

10.1 You shall pay Signal the fees for the registration in accordance with this clause.

10.2 You shall provide Signal with approved purchase order information acceptable to Signal and any other relevant valid, up-to-date and complete contact and billing details and Signal shall invoice you:

on the date of your purchase order (the "Effective Date") for the fees payable in respect of the initial registration term; and
or at least 30 (thirty) days prior to each anniversary of the Effective Date for the fees payable in respect of the next renewal period, and you shall pay each invoice within 30 (thirty) days after the date of that invoice.

10.3 If Signal has not received payment within 30 (thirty) days after the due date, and in addition to any of Signal other rights and remedies, Signal may, without liability to you, disable your password, account and access to all or part of the Service and Signal shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid.

10.4 All amounts and fees stated or referred to in these terms:

shall be payable in united states dollars;
are non-cancellable and non-refundable;
are exclusive of value added tax, which shall be added to Signal's invoice(s) at the appropriate rate.

‍10.5 Signal shall be entitled to increase the fees at the start of each renewal period on 90 (ninety) days’ prior notice to you.

11. Terminating this Agreement.

11.1 You may end your registration at any time by sending an email to support@thesignalgroup.com.Your registration and your right to receive the Service will end immediately, but you acknowledge that you will not receive any refund of any charges already paid in relation to the remainder of the relevant payment period. Furthermore, if at the date of termination you owe us any charges (for instance because in the period prior to termination you have exceeded the Service volume under any pre-paid sums), we will issue an invoice to you for payment.

11.2 We will have the right to determine ,at any point in time and at our sole discretion, whether there has been a breach of these Terms. If such a breach has occurred, we may take such action as we deem appropriate, including all or any of the following actions:

immediate, temporary or permanent withdrawal of your right to use the API(s) including the suspension or cancellation of your registration;
the issue of a warning to you;
legal proceedings against you for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) and damages (including consequential damages, e.g. Loss of anticipated profits or loss of business) on an indemnity basis resulting from the breach;
further legal action against you; and
disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

‍11.3 The responses described above are not limited and we may take any other action we reasonably deem appropriate.

11.4 If your Subscription ends for any reason you must immediately cease using the Service and delete any cached or stored content that was permitted by clause 9.

12. Confidentiality

12.1 You are given access to Confidential Information from Signal in order the latter to provide the Service to you. Confidential Information shall include any information that you will be granted access to under the Terms including the details of the Service itself. Confidential Information shall not include information that:

is or becomes publicly known other than through any act or omission;
was in your lawful possession before the disclosure;
is lawfully disclosed to you by a third party without restriction on disclosure;
is independently developed by you and such independent development can be shown by written evidence; or
is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

12.2 You shall hold the Confidential Information in confidence and unless required by law, not make the Confidential Information available to any third party, or use the Confidential Information for any purpose other than the performance of the Contract.

12.3 You shall take all reasonable steps to ensure that the Confidential Information to which you have access is not disclosed or distributed by your employees or agents in breach of the Terms.

This clause 12 shall survive termination of the Service, however arising.

13. Indemnity

13.1 You shall indemnify and keep us indemnified against all claims, actions, proceedings, losses, damages, expenses and costs (including court costs and legal and other professional fees) arising out of or in connection with:

breach of the Terms or breach of applicable law by you or any Authorized or End User,
your or any Authorized or End User’s use of the Service,
a dispute between you and any Authorized or End User (including in cases where we are also joined into the relevant dispute),
Your Content and your API Application or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third party rights by Your Content, or by the use, development, design, production, advertising or marketing of Your Content.

14. Limitation of Liability

14.1 This clause sets out Signal's entire financial liability irrespective of the method of access (i.e. API account, TSOP, Signal Ocean Add-In for Excel, integrated functionalities and/application) (including any liability for the acts or omissions of Signal's employees, agents and subcontractors) to you in respect of other matters namely:

any breach of the Terms;
any use made by you of the Services or any part of them; and
any representation, statement or tortious act or omission (including negligence) arising under or in connection the Service.

14.2 Except as expressly and specifically provided in the Terms:

you assume sole responsibility for results obtained from your use of the Service, and for conclusions drawn from your use of them. Signal shall have no liability for any damage caused by errors or omissions in any information, Signal has provided to you in connection with the Service, or any actions Signal has taken at your direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded ; and
the Service is provided to you on an “as is” basis.

14.3 Nothing in the Terms excludes Signal's liability:

for death or personal injury caused by the Signal's negligence;
for fraud or fraudulent misrepresentation; or
any matter for which it would be unlawful for the Parties to exclude or limit liability (including under Article 82 of the GDPR).

14.4 Subject to clause 14.2 and clause 14.3:

Signal and Signal's subcontractors, Subsidiaries and Affiliates, or licensors shall not be responsible or liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of good will and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under any Contract;
Signal and Signal's subcontractors, Subsidiaries and Affiliates or licensors shall not be responsible for any compensation, reimbursement or damages arising in connection with:
1. your or any Authorized User’s inability to use the Service including as a result of any:
  - termination or suspension of your use of or access to the Service,
  - any unanticipated or unscheduled downtime of all or a portion of the Service for any reason, including as a result of power outages, system failures or other interruptions;
  - the cost of procurement of substitute services;
  - any investments, expenditures or commitments by you in connection with your use of or access to the Service; or
  - any unauthorised access to, alteration of or the deletion, destruction, damage, loss or failure to store any of Your or any Authorised User’s Content or other data.

14.5 Signal's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Service shall be limited to the total fees paid for the respective registration during the 24 (twenty four) months immediately preceding the date on which the claim arose or United States Dollars £5000, whichever is the lower sum.

‍15. General Terms.

15.1 Notices. Signal may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service.

15.2 Assignment. You shall not, without Signal’s prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under our agreement.

15.3 No Waiver. Signal will not be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

15.4 Entire Agreement. These Terms set out all terms agreed between the parties and supersede all other agreements between the parties relating to its subject matter.

15.5 Severability. If any term (or part of a term) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the rest of the Terms will remain in effect. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

15.6 Force Majeure. Signal shall have no responsibility or liability to you under these Terms if Signal is prevented from or delayed in performing Signal's obligations, or from carrying on Signal's business, by acts, events, omissions or accidents beyond Signal's reasonable control, including but not limited to pandemics, epidemics, strikes, lockouts or other industrial disputes (whether involving Signal's workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that Signal informs you of the event (which Signal may do by email) and its expected duration.

15.7 Governing Law. Any disputes or claims arising out of or in connection with these Terms or their subject matter (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England & Wales. The parties irrevocably agree that the courts of England & Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with or their subject matter (including non-contractual disputes or claims).