TERMS OF USE
TERMS OF USE
PLEASE REVIEW THIS AGREEMENT SETTING OUT THE TERMS OF USE (“TERMS”) CAREFULLY AS IT DETAILS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, CERTAIN RESTRICTIONS AND LIMITATIONS, AND EXCLUSIONS TO OUR LIABILITY. IT IS INTENDED TO BE A LEGALLY BINDING AGREEMENT.
IF YOU ARE A VISITOR OR POTENTIAL CUSTOMER USING THIS WEBSITE (“WEBSITE USER”), YOU ARE REQUIRED TO REVIEW AND CONSENT TO THE PRIVACY POLICY, AND THEN ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO ABIDE BY THE FOLLOWING TERMS IN ORDER TO USE THE WEBSITE (“SITE”); HOWEVER, PLEASE BE ADVISED THAT SOME TERMS EXPRESSLY APPLY ONLY TO TAI CUSTOMERS AND THUS DO NOT HAVE ANY RELEVANCE TO GENERAL VISITORS/POTENTIAL CUSTOMERS.
IF YOU ARE A CUSTOMER, BY PROCEEDING TO USE TAI SOFTWARE, SAAS (AS DEFINED BELOW), AND/OR SERVICES THROUGH THIS SITE, WHETHER DIRECTLY OR THROUGH ANY SERVANT OR AGENT:
1) YOU ARE EXECUTING THIS AGREEMENT;
2) YOU ACKNOWLEDGE THIS IS A LEGALLY BINDING AGREEMENT;
3) YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY (AVAILABLE AT HTTPS://WWW.TAIENGINEERS.COM/PRIVACY-POLICY); AND
4) YOU AGREE TO BE BOUND BY ALL SUCH TERMS AND CONDITIONS AS A PARTY TO THIS AGREEMENT AND, IF YOU ARE AN EMPLOYEE OR AGENT, TO BIND YOUR EMPLOYER OR PRINCIPAL.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OR ARE NOT PROPERLY AUTHORIZED TO BIND YOUR EMPLOYER OR PRINCIPAL, PLEASE NAVIGATE AWAY FROM THIS PAGE.
Thank you for visiting or logging into https://www.taiengineers.com/ operated by TAI Engineers, LLC (“TAI”). We hope that you will find this Site helpful and informative. These Terms apply to and govern your use of this Site. These Terms also incorporate our Privacy Policy, which you must review and consent to before completing your review of these Terms at [https://www.taiengineers.com/privacy-policy]. If you do not agree with any terms herein, or have any questions, before proceeding contact us directly at privacy@sbec.com, and we will be pleased to assist you.
1. Exclusive Terms. TAI is a full-service maritime solutions company specializing in vessel design, engineering, consulting, and project management (“Services”). Customer hereby agrees that any software functionality, including that enabled by TAI proprietary software, made available to Customer pursuant to this Agreement shall be provided as part of TAI’s software-as-a-service offering accessed through and forming part of the TAI’s Services and that no physical copies of any software shall be provided by TAI.
Please note that these Terms exclusively govern your access and use of this Site and do not alter or affect the terms and conditions of any other agreement that you may have or enter into with TAI for any Services. The latter agreement will continue to govern that specific relationship with TAI. However, some pages on this Site or areas of this Site with restricted access (“Secured Site(s),” including project extranets) may require the application of additional or special terms and conditions (for example, licensing restrictions to use or download software) which may be accessed through a separate link on the Site.
2. Copyright Notice. You acknowledge that, unless otherwise specifically designated, TAI is the sole owner of all intellectual property rights to this Site and its contents, including but not limited to copyright protection for all content, including the design, layout, graphics, photographs, format and other visual elements of the Site. All ownership rights pertaining to the information and material contained on this Site, including, but not limited to, the TAI name, logos, trademark, graphics, photographs, images and content, are owned or have been duly licensed by TAI, WITH ALL RIGHTS RESERVED.
TAI grants you (as either a Website User or a Customer) a limited license to access and make noncommercial use of this Site. As such, the Site pages and content may be electronically copied or printed in hard copy for internal informational, personal or non-commercial use only, provided that no modifications are made, the content is not published in any media, and on each page of every copy, TAI is acknowledged as the source with a copyright symbol. This license does not include any collection and use of any services listings or descriptions; any derivative use of this Site or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. TAI may terminate this license at any time, for any reason.
3. License and Site Access; Right to Use. TAI hereby grants to Website User, effective as of the date this Agreement is executed, a worldwide, non-exclusive, non-transferable, revocable, and limited right and license to receive, access, and use the Site in return for strict compliance with these Terms. Similarly, TAI hereby grants to Customer, effective as of the date this Agreement is executed, a worldwide, non-exclusive, non-transferable, revocable, and limited right and license to receive, access, and use of the Site or the Services, through Customer’s internet connection or proprietary telecommunications line, for Customer’s internal business purposes (“Agreed Purpose”), in return for Customer’s strict compliance with the terms of this Agreement.
While TAI shall employ its reasonable efforts to safeguard any data uploaded by Website User and/or Customer to the Site and used by TAI as part of its provision of the Services, Website User and Customer both acknowledge that each shall be solely responsible for making backup copies of any and all such data. TAI shall have no liability to Website User or Customer, as well as any servants or agents, for any loss of or damage to such data.
Neither this Site nor any portion thereof may be reproduced, duplicated, copied, sold, or otherwise exploited for any commercial purpose. You may not frame or use framing techniques to enclose any portion of this Site. You may not use meta tags or any other hidden text using TAI’s name or trademarks. Any unauthorized use terminates the license to use granted herein.
Any use other than that set forth above, including the non-internal reproduction, modification, copying, display or use of any copyright-protected TAI or other logo, graphic, photo or image, without the prior written permission of TAI, is strictly prohibited and will be enforced to the full extent of the law. Except for data and information submitted pursuant to an existing agreement with TAI, any ideas, material or content submitted on or through this Site is, to the extent you own the intellectual property rights, the sole property of TAI, and TAI has no obligation of confidentiality nor are we responsible for any claims of infringement or misappropriation that may result from any submission. TAI makes no guarantee, representation or warranty that the content of this Site or its use will not infringe upon the intellectual property right of any person, nor that the use, transfer, reproduction, distribution, transmission or storage of any Site content outside the United States is in compliance with the laws of any other governmental authority or jurisdiction which may be applicable.
4. Changes to Site. In order to improve this Site, we reserve the right to make changes in the access, operation, and content of this Site at any time without notice. We also reserve the right to make changes in the Terms and the Privacy Policy, so please check before each use for changes.
5. Secured Sites. Access to some areas on this Site is restricted to authorized users who have completed a registration process and who have then been granted authorization for access through issuance of a unique user ID and password (“Authorized Users”). No persons other than Authorized Users may access these Secured Sites. It is a condition of receipt, access, and use that each Authorized User must be at least 18 years of age. Registrations, passwords, and user IDs issued by TAI are non-transferable. Due to technical uncertainties in internet transmissions, TAI cannot be responsible for authenticating the identity of any person accessing a Secured Site with a verified user ID and password.
As an Authorized User, you are solely responsible and liable to maintain the security and confidentiality of your password and user ID, and accordingly, you are liable for all resulting access, use and activities on these Secured Sites under this ID and password, including any use by others “borrowing” the user ID and password, or any fraudulent, erroneous, or unauthorized third party use. Should you become aware that your name, identity, account, system, electronic signature, registration, user ID, password, or other protected data or your identity is being used or attempted to be used on a Secured Site or otherwise by an unauthorized third party, or in the event of any other possible error, misuse or fraud, it is your responsibility to inform us immediately upon discovery so we may take appropriate action. We reserve the right to terminate any Authorized User’s access to and use of a Secured Site at any time, and without notice, including but not limited to any possible or alleged misuse, abuse, violation of law, fraud, or misconduct by any person accessing or using the Secured Site under a user ID and password.
TAI hereby authorizes Customers who are Authorized Users to permit Customer’s affiliates, servants, and agents (“Permitted Users”) to receive, access, and use Services for the Agreed Purpose, on condition that: (i) Customer shall procure the compliance of Permitted Users with the terms of this Agreement, and (ii) Customer shall remain responsible and liable for any misuse of the Services or breach of the terms of this Agreement by Permitted Users in connection with their use of the Services or in connection with this Agreement, specifically including any applicable security, integrity, or privacy laws or regulations and Acceptable Use (as later defined).
6. Acceptable Use. Receipt, access, and use of and to the Site by Website Users, and to the Services by Customers and/or Permitted Users, is granted on condition of strict compliance with the following restrictions, that under no circumstances shall these parties:
Transmit content that violates the privacy, intellectual property, or other proprietary rights of TAI or any other party;
Knowingly or recklessly transmit viruses, trojan horses, worms, malicious code, or other harmful or destructive content;
Breach any terms of this Agreement or any applicable law;
Attempt to probe, scan, test, re-engineer, or violate the security features of the Site and/or the Services or any associated system or network or obtain unauthorized access to materials or other information stored thereon;
Attempt to sell, resell, transfer, assign, license, sublicense, pledge, lease, rent, distribute, timeshare, or share or otherwise commercially exploit or make the Site and/or the Services available to or for the benefit of any third party, other than Permitted Users;
Attempt to interfere with or disrupt the integrity or provision of the Site or the Services or the data contained therein;
Exploit or present minors in a sexual way, promote adult sexual services, or represent a private person offering to trade or sell drugs, firearms, or other hazardous materials, including any indication or promotion of hate speech;
Remove any copyright, trademark, or other proprietary notices from any portion of the Site or the Services;
Use meta tags, hidden text, or metadata with TAI’s trademark, logo, URL, or product name without TAI’s prior written consent;
Use TAI’s information to forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting or in any way use the Site or the Services to send altered source-identifying information;
Share with any third party the login credentials used to access and use the Site or the Services; or
Attempt to interfere with the provision or use of the Site or the Services, whether directly or indirectly, by any other manner not expressly mentioned above.
Upon becoming aware of any non-compliance with the terms of this Agreement, Website Users, Customers and/or Permitted Users, shall notify TAI without undue delay, by sending an email summarizing any such non-compliance to privacy@sbec.com, to enable any appropriate remedial action to be undertaken by TAI.
7. Confidential Information. TAI discourages both Website Users and Customers from sending or publicly posting to the Site materials or information that you consider to be confidential and/or proprietary. Please note that if you do send such information, TAI will assume that it is not confidential. By sending or posting such information or material in a public manner, you grant TAI an unrestricted license to use, reproduce, and distribute those materials or information, and you agree that TAI may use any ideas, concepts, know-how or techniques that you send or post for any purpose.
8. No Warranties. The information on this Site is provided for general information purposes only. While TAI strives to provide only accurate information on this Site, you may discover some inadvertent inaccuracies in the information provided. Please bring these to our attention by using the Contact link at the top of the Site. Since such mistakes may occur, TAI MAKES NO GUARANTEES, WARRANTIES, OR REPRESENTATIONS CONCERNING THE ACCURACY, RELIABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR COMPLETENESS OF ANY INFORMATION ON THIS SITE. WE ARE PROVIDING THE INFORMATION ON AN “AS IS, WHERE IS” BASIS, AND ALL WARRANTIES (EXPRESS OR IMPLIED) ARE DISCLAIMED.
9. Data Security and Privacy. Please carefully read the TAI Privacy Policy [https://www.taiengineers.com/privacy-policy], which is hereby incorporated into these Terms applicable to both Website Users and Customers, for information relating to TAI’s collection, use, and disclosure of Personal Information. You must review and agree with the Privacy Policy prior to acceptance of these Terms.
10. Site Security. For the Site to remain open and available to all Website Users and Customers (to the extent possible), we have mechanisms in place to identify unauthorized attempts to gain access to the Site and the Secured Sites, upload or change information or any image, inject any harmful elements, or otherwise cause damage. Regardless, even though we strive to keep these mechanisms up to date, due to the technical uncertainties, we are unable to make any representation or warranty that the content, information, or links in this Site are secure and free of data-processing errors, technical glitches, operational problems, interruptions, errors, bugs, worms, viruses, unauthorized third party access or any other harmful elements. YOU REMAIN SOLELY RESPONSIBLE FOR THE SECURITY AND PROTECTION OF YOUR SYSTEMS WHEN USING THIS SITE. Unauthorized attempts to upload, insert or change any information or image on this Site (or otherwise cause harm) are strictly prohibited and may be punishable to the full extent of the law.
11. Compliance with all Laws. This Site is operated from servers located in the United States. You agree that your use of this Site will be in compliance with all relevant and applicable laws and regulations, which shall include but not be limited to U.S. export control laws. The information provided on and through this Site (or any Secured Site) may be export-controlled technology and subject to the export control restrictions of the United States. IT IS YOUR OBLIGATION TO VERIFY AND COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS OF THE UNITED STATES PERTAINING TO ANY POTENTIAL ACCESS, TRANSFER AND USE OF ANY INFORMATION HEREIN WHICH MAY BE “EXPORT-CONTROLLED” AS DEFINED BY LAW.
This Site may not be accessed or used by any national of certain countries or groups against which the United States has instituted sanctions (including, but not limited to, Cuba, Iran, North Korea, and the Ukrainian regions of Crimea, Donetsk, and Luhansk), Specially Designated Nationals, and other targeted countries, entities and persons who are listed on any sanctions or the Denied Parties list. Due to technical uncertainties preventing verification of the identity and ultimate point of access by any person attempting to access or use the Site, including any Secured Site, your access of the Site, including the presentment of any authorized user ID and password, constitutes your express representation that: (i) the person attempting access is not a national of any such sanctioned country/group or a Specially Designated National; (ii) is not included on such Denied Parties list; and (iii) that, if an Authorized User, you have not disclosed or provided such password and user ID to any such person for use under your registration. Website Users and Customers shall be fully liable and subject to prosecution to the full extent of the law for any violations of this paragraph, and HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD TAI HARMLESS FROM AND AGAINST ANY AND ALL SUCH DAMAGES AND LIABILITY.
12. Links to Other Sites. As a convenience, this Site may contain links to other sites that are not controlled by or associated with TAI. Accordingly, TAI does not make any representations concerning the website practices, privacy or terms of use of such sites, nor does TAI control or guarantee the accuracy, integrity, or quality of the information and materials available on such sites.
13. Access Outside United States. If you are accessing this Site from outside the United States, you are doing so at your own risk, and you remain fully responsible and liable for familiarity and compliance with these Terms as well as with the laws, regulations, directives, codes and rules of the United States, including its export compliance laws and regulations, as well those of the jurisdiction from which you are accessing the Site, and any other applicable jurisdiction which may be involved in the access, transmission, routing, receipt, disclosure, storage or use of information on this Site, or any transactions conducted on or through this Site.
14. LIMITATION OF LIABILITY AND INDEMNIFICATION. YOU AGREE THAT TAI AND ITS AFFILIATES, PARTNERS, AND THEIR RESPECTIVE OWNERS, EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, VENDORS, SUPPLIERS, LICENSORS, ASSIGNEES, SUCCESSORS, INSURERS AND AGENTS (“INDEMNIFIED TAI PARTIES”) ARE NOT LIABLE IN ANY RESPECT FOR ANY DAMAGES (INCLUDING FOR ANY SPECIAL, INDIRECT, ECONOMIC, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES) OR LOSS OF ANY NATURE WHICH MAY OCCUR AS A RESULT OF YOUR ACCESS AND USE OF THIS SITE.
SHOULD THE ABOVE PROVISIONS BE HELD TO BE UNENFORCEABLE FOR ANY REASON, IN WHOLE OR IN PART, COMPANY’S AGGREGATE LIABILITY TO YOU FOR ANY REASON CONNECTED TO YOUR USE OF THIS SITE WILL IN NO EVENT EXCEED THE SUM OF $100.00. ALL OTHER TERMS AND CONDITIONS HEREIN WILL REMAIN IN EFFECT IN THE EVENT ANY PROVISION SHOULD BE FOUND UNENFORCEABLE.
a) Customer Indemnification. Customer hereby agrees to indemnify and defend the Indemnified TAI Parties (defined above) from and against all costs, expenses (including reasonable attorneys’ fees), liabilities, and damages suffered by the Indemnified TAI Parties, arising out of any third-party claim:
1) Based on violation by Customer, including any Permitted User, of any applicable law; and
2) Arising from Customer’s use of the Site in violations of these Terms or in violation of law.
The indemnification obligations set forth above will survive the termination or expiration of this Agreement.
b) Website User Indemnification. Website User hereby agrees to indemnify and defend the Indemnified TAI Parties (defined above) from and against all costs, expenses (including reasonable attorneys’ fees), liabilities, and damages suffered by the Indemnified TAI Parties, arising out of any third-party claim:
1) Based on violation by Website User of any applicable law; and
2) Arising from Website User’s use of the Site in violations of these Terms or in violation of law.
The indemnification obligations set forth above will survive the termination or expiration of this Agreement.
15. Applicable Law, Dispute Resolution, and Binding Arbitration. You agree that these Terms will be interpreted under the laws of the State of Texas, regardless of any conflicts of laws rules, and regardless of the laws of any other jurisdiction which may be asserted. Any dispute or claim which you may have (“Claim”) arising from your access or use of the Site shall be first submitted in writing to TAI within thirty (30) days from the occurrence of the event upon which such Claim is alleged to be based, or such Claim shall be deemed waived. Any Claim which has been properly submitted to TAI which has not been resolved within a reasonable period time (not to exceed six (6) months) may be submitted to binding arbitration as an exclusive alternative to litigation. YOU EXPRESSLY WAIVE ANY RIGHT TO BRING ANY LITIGATION IN ANY JURISDICTION AGAINST TAI BASED ON YOUR ACCESS OR USE OF THIS SITE OR UNDER THESE TERMS. Any arbitration will be administered by the American Arbitration Association (“AAA”) in Houston, Texas, in accordance with its applicable commercial rules and procedures (unless AAA’s rules require application of its consumer dispute rules). Any arbitral award will specifically exclude any special, indirect, incidental, exemplary, punitive or consequential damages.
16. Force Majeure. Neither party will be in default of its failure to perform any obligation hereunder to the extent that its non-performance results from causes beyond its reasonable control, including, without limitation:
Acts of God;
Civil unrest, riot, or similar commotion;
Epidemics and pandemics (together with the resulting consequences or mitigations of same);
Strikes and labor disputes;
Internet service disruptions or slowdowns;
Vandalism or “hacker” attacks; and
Governmental demands or requirements.
17. Assignment. (1) Subject to subsection (2) of this Section 17, neither party may assign, novate, or otherwise transfer any of its rights and/or obligations under this Agreement to any person without the prior written consent of the other party, and any attempt to do so will be void. (2) Notwithstanding subsection (1) of this Section 17, TAI may, without consent, assign this Agreement to an affiliate, or in connection with any merger, acquisition, reorganization, or other transfer of all or substantially all of its assets.
18. Notices. If you have any questions regarding these Terms, please contact us by sending an email to privacy@sbec.com or by writing to:
TAI
Attention: Legal Department - Privacy
15150 Memorial Drive
Houston, Texas 77079
19. Survival. Each party’s obligations under this Agreement, which by their nature would continue beyond the termination, cancellation, or expiration of this Agreement, shall survive such termination, cancellation, or expiration.
20. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of the Agreement shall continue to be valid, and such impacted provision shall be deemed modified to the extent necessary to render such provision enforceable, while preserving to the fullest permissible extent the intent of the parties.
HAVING ALREADY GIVEN MY AFFIRMATIVE CONSENT FOR TAI TO COLLECT AND USE MY PERSONAL INFORMATION PURSUANT TO THE TAI PRIVACY POLICY, I NOW FURTHER AGREE TO THESE TERMS AND CONDITIONS REGARDING ACCESS AND USE OF THE SITE.