This Service Agreement is between Moorio Pte Ltd, a Singapore company (Moorio), and you. This Agreement describes your access and use of all of Moorio websites (Site), as well as services provided by Moorio (Moorio Services).
By visiting Moorio Sites and using Moorio Services, you accept this Moorio Service Agreement (Agreement), and you agree to be bound by all of its terms personally. If you are entering into this Agreement on behalf of a legal entity, you warrant that you have the authority to bind that company or other legal entity to this Agreement. In such case, “you” and “your” will refer to that company or other legal entity, except if context implies it is referring to you as an individual. If you do not accept the terms of this Agreement, you cannot use Moorio Services.
I. RELATIONSHIP TO OTHER AGREEMENTS
- If there is a conflict between this Agreement and any other documents between you and Moorio, the provisions of this Agreement will prevail, unless you agree otherwise with Moorio in a written agreement.
- Some other documents operate together with this Agreement and are incorporated into this Agreement:
- MOORIO T&C FOR SUPPLIERS;
- MOORIO T&C FOR CUSTOMERS;
- All these documents are relevant, and you should read them carefully. These documents, as well as this Agreement, can be updated from time to time, and to the extent that there is a conflict between this Agreement and any of these documents, the provisions of this Agreement will prevail.
II. MOORIO SERVICES
- Types of Moorio Services. As described below, Moorio offers different types of services for vessel owners or operators (Customers), their agents (Agents) and vessel servicing partners (Suppliers).
- A vessel owner or operator that chooses to compare quotes by Suppliers, book and manage orders for goods and services using Moorio (Orders) is a Customer. Only legal entities may register as Customers. Customers can use Moorio to search for best offers for goods and services needed for their vessels, manage statuses of quotes and Orders, communicate with Suppliers and Agents using Moorio Platform.
- A provider that provides goods or services to vessels is a Supplier. Only legal entities may register as Suppliers. If you choose Moorio as a platform for your sales, you engage in Selling and agree to offer your rates through Moorio Platform. Moorio helps you manage your bookings, as well as market your services online.
- A licensed person or a company that acts on behalf of Customer is an Agent. Agents might be invited to Order related chat on Moorio Platform to facilitate Services (such as provide information on current vessel status, communicate with port authority on behalf of the Customer and other). Once the Agent receives an invitation, it creates an account to be used for future invitations as well. Agents see only limited Order information, including vessel name and its characteristics, ETA, ETD, port name and type of services ordered. Agent’s access to Order information might be revoked by either Customer or Supplier.
- First registered Customer, Supplier or Agent account acts as admin and can invite other employees or representatives to use Moorio platform on behalf of the respective Customer, Supplier or Agent. Such employees or representatives will have their own login details and additional verification will not be required thereof. Customer, Supplier or Agent agrees that such employees have access to all their data on Moorio profile, including but not limited to the requests for quotes, bookings and payment information.
- You may use any, all or a combination of Moorio Services. Some Sections of this Agreement specifically apply to particular types of Moorio Services or Moorio users (Users). Where Sections of this Agreement are not specifically directed towards particular types of Moorio Services or users, they apply to all users of all Moorio Services.
- Moorio does not provide any other material service(s) except offering the Platform for Customers, Agents and Suppliers, i. e. Moorio itself does not buy or sell any goods or services within the Platform.
III. CHANGES TO THE AGREEMENT OR SERVICES
- We may modify this Agreement at any time, at our sole discretion. If we do so, we’ll let you know by posting the modified Agreement on our Site. All Moorio Customers, Suppliers and Agents may be notified in writing regarding changes. If you don’t agree to be bound by the modified Agreement, you will not be able to use Moorio Services anymore.
- Since we strive to improve constantly, we might from time to time add or remove Moorio Services.
- If Customers request changes to the Moorio Services, we may implement them and at our sole discretion by offering to make these changes for free, for additional payment, or not at all. All new developments of Moorio Services will be fully owned by us, and may be offered to other Moorio Customers both for payment or free-of-charge at our sole discretion, even if one particular Customer ordered or paid the development costs, unless otherwise agreed in writing between Moorio and respective Customer.
- If you want to use Moorio Services, you must register on our Site and create a user account (Account). We also enable registration through your account with certain third-party services such as Gmail or Facebook (SNS Account). If you choose the SNS Account option, we’ll create your Account by extracting certain personal information from your SNS Account (such as your name and email address) that your privacy settings on the SNS Account permit us to access. It is important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed.
- You agree that you won’t disclose your Account password to anyone, and you shall notify us immediately of any unauthorized use of your Account or lost credentials. You shall be held responsible for all activities that occur under your Account, whether or not you know about them.
V. INTELLECTUAL PROPERTY RIGHTS
- We or our partners from whom we have obtained the necessary rights exclusively own all intellectual property related to Moorio, including software, trademarks, tools, processes, documentation, as well as any text, data, images or any other materials that we post either on our Site or on our social media accounts. You shall not obtain rights in any of our intellectual property, except as granted to you by this Agreement. You also cannot record or otherwise access or make use of our data with automated programs, software, or any other method of screen scraping.
- You exclusively own all rights and interest in and to any text, data, images, information or any other material in any way made available by you through your Account. You are solely responsible for the accuracy, quality, integrity, legality and reliability of all the content that you submit to or via your Account. By making this available through the Account, you grant to Moorio a non-exclusive, transferable, sub-licensable, worldwide, royalty-free license to access, process, analyze, store, use, copy, and modify your content in connection with providing you with Moorio Services.
- You grant us the right to use customer content, whether related to your activities as a Customer, Agent or Supplier (Customer Content), to generate anonymous, statistical data based on such content (such as average price), which will not identify you, and to use such anonymous data in any manner in which we see fit, including selling it. This data is not Confidential Information for purposes of this Agreement and shall be fully owned by Moorio. Furthermore, as this data is fully anonymized, it is not personal data within the meaning of the applicable law.
- We grant you a non-exclusive, non-transferable, non-assignable, royalty-free, worldwide license, without the right to grant sub-licenses, to use Moorio intellectual property exclusively to the extent required to use Moorio Services, and to use Moorio name and logo on your list of vendors or list of technologies you use. All goodwill associated with the use of such name and logo inures to the benefit of Moorio. Also, by entering into this Agreement, you grant us a non-exclusive, transferable, assignable, royalty-free, worldwide license to list your name and logo on Moorio’s list of customers and to publish your reviews. All goodwill associated with the use of your name and logo inures to your benefit.
VI. DATA MAINTENANCE
- We understand that your data is extremely important to you. We will use commercially reasonable efforts to store, secure, and backup your content, including selecting reputable infrastructure or platform providers. We will follow our standard storage, backup and archival procedures for all content posted on Moorio Account. In the event of any loss or corruption of data, we will use our commercially reasonable efforts to restore the lost or corrupted content from the latest backup of such content maintained by us.
- We will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Content. Our efforts to restore lost or corrupted Customer Content pursuant to this section will constitute our sole liability and your sole and exclusive remedy in the event of any loss or corruption of such content in connection with the Moorio Services.
VII. MOORIO SERVICES
- Moorio Services will be provided to Users for their own internal business purposes, whether buying or selling services through Moorio.
- Moorio will use reasonable commercial efforts to make Moorio Services available 99% of the time, not including Scheduled Downtime. Scheduled Downtime means system maintenance work, announced in advance to Moorio Users by email or by posting such announcement on Moorio System.
- From time to time we may offer free Moorio Services both for Suppliers and Customers. When we offer a free-of-charge Moorio Services for a limited period, we will specify its duration.
- As a User, you shall not sell, resell, lease or rent Moorio Services or attempt to modify the Moorio Services; or use Moorio Platform to store unlawful information. You may not access or use (or permit a third party to access or use) the Moorio Services for purposes of monitoring the availability, performance or functionality of the Moorio Services or for any other benchmarking or competitive purposes.
- You will not interfere with or disrupt the Moorio Services or attempt to gain access to any related systems or networks to which access is restricted.
VIII. BUYING SERVICES FOR YOUR VESSEL
- Buying services:
- Moorio marketplace is the perfect Platform to get the best offers to service your vessel! Using Moorio you can request for price quotation (Requests), obtain offers (Offers) and choose between suppliers. In addition to discovering new Suppliers and obtaining Offers, we have also added features to help you evaluate Suppliers and manage your Requests, Orders and related documents.
- Moorio is not a Supplier and acts only as a marketplace designed for Customers and Suppliers to meet. We ourselves do not provide any goods or services to vessels. Suppliers are not agents, contractors, or otherwise affiliated entities of Moorio. We do not endorse any Suppliers, and we do not in any way supervise, direct or control a Supplier’s performance, nor do we warrant that any Supplier will meet your expectations in performing services nor do we guarantee specific service levels. We are not obliged to conduct background checks on any Supplier, but we do so on a discretionary basis, and we may remove Suppliers from Moorio Platform when deemed appropriate. In order to assist you, we publish reviews of Suppliers, share suppliers' credit ratings (subject to availability), assign credibility badges to particular Suppliers from time to time, but we do not guarantee the accuracy of any reviews and we warn you that reviews can be misleading. Your access to and use of the Moorio Services is at your own risk, and we encourage you to do you your own research and due diligence on any Supplier with which you may engage.
- More information about Customers’ rights and obligations and buying services for your vessel via Moorio may be found in our T&C for Customers.
IX. SERVICING VESSELS
- Servicing vessels:
- If you are in business to provide goods and services to vessels, you made the right decision to come to Moorio! You can use our Platform to sell goods and services to Customers who use the Platform as well. You will participate in marketplace and offer best prices for the goods and services that the Customers request for their vessels. You will be able to do that manually, after evaluating each Request, or you will be able to do that automatically by setting rules for automated offering.
- Moorio acts as a facilitator of trade between Customers and Suppliers. Moorio will:
- Generate Offers to the Customers or automate generation of your Offers based on the information you provide using Moorio Platform;
- Facilitate communication or document exchange (including terms of sale, fuel certificates, bill of lading) between you and the Customer;
- Consider Order as paid after the payment term has passed, unless you have indicated otherwise.
- Moorio does not act as Suppliers’ or Customers’ insurer, broker, contracting agent or another representative. Supplier acknowledges and agrees that it, and not Moorio, is and will be responsible for providing the services and performing other obligations under any agreements with Customers, and Moorio is not a party to such agreements and disclaim all liability arising from or related to such agreements.
- We do not endorse our Customers. We are not obliged to conduct background checks on any Customer, but we do so on a discretionary basis, and we may remove Customers from Moorio Platform when deemed appropriate. In order to assist you, we publish reviews of Customers, share Customers’ credit ratings (subject to availability), assign credibility badges to particular Customers from time to time, but we do not guarantee the accuracy of any reviews and we warn you that reviews can be misleading. Your access to and use of the Moorio Services is at your own risk, and we encourage you to do you your own research and due diligence on any Customer with which you may engage.
- Suppliers are not an agents, contractors, employees or affiliated entities of Moorio and we do not in any way supervise, direct or control their performance.
- We’ve worked hard to develop Moorio Platform and we have invested and continue to invest a lot of time and money in connecting you with Customers. When a new Customer makes a booking with you through Moorio, Supplier and Customer both agree that for at least twelve (12) months Supplier will not target or directly sell vessel services to Customers introduced through Moorio. We reserve the right to terminate or suspend your Account or to do any combination of the foregoing in respect of any breach of this Section by you. Non-circumvention will not apply if the same Customer had booked services from Supplier’s organization in the six (6) months prior to the initial booking through Moorio. Non-circumvention will also not apply if a different part of Supplier’s organization sells to the Customer coincidentally, without being aware of any booking from that Customer that came through Moorio, or if the sale is the result of a general solicitation which would have occurred irrespective of whether Supplier and Customer were previously introduced by Moorio. Non-circumvention will not apply with respect to selling services which are not offered through Moorio.
- More information about Suppliers’ rights and obligations and servicing vessels via Moorio may be found in our T&C for Suppliers.
X. DISPUTE POLICY
- Should any complaints regarding non-compliance with the supplier's terms and conditions of the sale arise, Customers and Suppliers should try to resolve them in agreement.
- We encourage parties to leave accurate reviews after the Order is finalized to facilitate transparency and reward Customers and Suppliers who are exceeding expectations in fulfilling their obligations and penalize those who are not.
- Should any of the party require assistance in dispute resolution, we encourage to contact our customer support team by filling a dispute form on our Platform. Though we are in no way a party in the agreement, we will put our reasonable efforts to help resolve issues between Customer and Supplier.
XI. MOORIO REFERRAL PROGRAM
- Moorio offers you – marine suppliers and vessel operators (Program Users) - the opportunity to earn rewards by referring colleagues (other marine suppliers and/or vessel operators, legal entities only) to try Moorio. Your participation in the Moorio Referral Program (Program) can earn you 200 USD Moorio referral money to be used on Moorio Services. We reserve the right to change or terminate the Program at any time for any reason. The Program is administered by Moorio.
- By participating in the Program, Program Users agree to use the Program as outlined in this Section, and consistent with any other terms we may apply to the Program. If you do not agree to these terms of the Program in their entirety, then you cannot participate in the Program. Program Users also cannot participate in the Program where in doing so, they would violate any applicable law or regulations.
- This Program is void where such referral programs are prohibited. Users who refer others to use Moorio are Referrers; those who are referred are Referred Users. Both Referrers and Referred Users may be eligible to receive Moorio referral money.
- In order to participate in the Program, once you have created your Moorio account, visit your company profile settings to find referral instructions and referral code. You can share this code with your professional colleagues as much as you want. If a Referred User creates a Moorio account and its first Order is marked as delivered, each of you will receive 200 USD referral money. There is a limit of 2,000 USD per calendar year that a Referrer may receive and referral money may only be used to cover up to 50% variable Moorio invoices (discount cannot be applied to fixed subscription part) and may never be redeemed for cash or transferred to the company's bank account.
- For the Suppliers, referral money will be automatically applied as a discount on Moorio invoices for subscription fees. For the Customers, referral money will be applied as a discount on Reservation Fees. Should the Order be cancelled because of Supplier’s inability to fulfill the Order, Customer’s used referral money will be returned to referral money balance.
- Referral money balance can be found in Company Settings, under “My referrals”.
- The following actions are strictly prohibited:
- undermining the fairness, integrity or legitimate operation of the Program in any way by cheating, hacking, deception, or any other unfair practice;
- any action and/or attempt to annoy, abuse, threaten or harass any other Moorio users (whether or not enrolled in the Program), or representatives of Moorio;
- creating or any attempt to create multiple Moorio Accounts for the purpose of abusing the Program;
- any action and/or attempt to create any mechanism designed to artificially or automatically generate Moorio Accounts or any other use of any automated system to participate in the Program;
- submission of any counterfeit, forged, imitated and/or altered document to Moorio;
- any action and/or attempt to present yourself as an employee, agent or other representative of Moorio;
- any action and/or attempt to register a Moorio Account on behalf of another person without its proper authorization;
- any other kind of tampering with the entry or referral process or the operation of the Program.
- In the event of violation of the abovementioned requirements or suspicion thereof Moorio reserves the right, at its sole discretion and with or without any advance notice, to take one or more of the following actions:
- prohibit any related person from participating in the Program or receiving referral money;
- disqualify any participant of the Program;
- cancel referral money;
- disable or suspend Moorio account,
- contact legal authorities (including law enforcement), where necessary.
- Confidential Information means:
- Moorio materials and content;
- Customer, Agent and Supplier Content;
- Any business or technical information that a party discloses to the other party and designates as “confidential” or “proprietary” at the time of disclosure;
- Any information that, due to its nature or the circumstances of its disclosure, the receiving party knows or has reason to know should be treated as confidential or proprietary.
- Confidential Information does not include information that is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; is rightfully known by the receiving party at the time of disclosure without restrictions on use or disclosure; is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or is rightfully received by the receiving party from a third party, who has the right to provide such information and who provides it without restrictions on use or disclosure.
- Each party will not use any Confidential Information disclosed by the other party except as necessary for the performance or enforcement of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement; provided that each such employee and subcontractor is bound by a written agreement that contains use and nondisclosure restrictions consistent with the terms set forth in this Section. Each party will employ all reasonable steps to protect all Confidential Information disclosed by the other party from unauthorized use or disclosure, including, but not limited to, all steps that it takes to protect its own information of like importance.
- The foregoing obligations will not restrict either party from disclosing such Confidential Information:
- Pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement;
- To its legal or financial advisors;
- Subject to customary restrictions, to present or future providers of venture capital and/or potential private investors in or acquirers of such party.
- Business documents which are used for business purposes such as Offers, Orders and Invoices, as well as relevant communications will be shared between the applicable Customers, Suppliers and Agents as part of the functionality of the Moorio Services.
XIII. GENERAL USE
- You agree not to do any of the following in connection with your use of the Moorio Services:
- Post, upload, publish, submit or transmit any Customer Content that infringes, misappropriates or violates a third party’s intellectual property rights, or rights of publicity or privacy; violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; is fraudulent, false, offensive or illegal,
- Attempt to probe, scan or test the vulnerability of any Moorio system or network or breach any security or authentication measures;
- Attempt to access or search Moorio’s or customer content, or download Moorio’s content or customer content from Moorio through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Moorio or other generally available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing Moorio;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
- Although we are not obligated to monitor access to or use of Moorio or to review, edit or delete any customer content, we have the right to do so for ensuring compliance with this Agreement, to comply with applicable law or other legal requirements, or to improve the user experience. We reserve the right, but are not obligated, to remove or disable access to any Customer Content, or any Account, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Customer Content to be objectionable or in violation of this Agreement. We have the right to investigate violations of this Agreement or conduct that affects Moorio. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. We may also use third parties, including collection agents, to help us enforce this Agreement.
- We comply with all applicable laws and expect Moorio Customers and Suppliers to do the same. By entering into this Agreement, you undertake to comply with all applicable laws, rules and regulations, including without limitation sanctions, anti-corruption, anti-money laundering and tax laws in your performance of this Agreement.
- This Agreement will commence when you accept its terms, and unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as we are providing Moorio Services to you.
- We may terminate your access to and use of the Moorio Platform at our sole discretion, upon thirty (30) calendar days’ notice. However, given the importance of maintaining the integrity of our Platform for all users, if we have reason to suspect abuse or a breach of this Agreement or any of Moorio policies, we may terminate your Account at any time at our sole discretion and will only provide notice if we feel it is reasonable and feasible to do so.
- Upon the expiration or termination of this Agreement, you will no longer be able to access and use Moorio Services and each party will promptly return to the other party or destroy all Confidential Information of the other party in its possession or control.
- If you are a Supplier, in the event that upon the expiration or termination of this Agreement, a Customer has a copy of a valid unexpired Offer from you, and the performance of services under a booking made through the Moorio Platform is ongoing, the expiration or termination of this Agreement will not affect the terms of such booking. Suppliers are obligated and agree to carry out the services to completion in accordance with the terms of the agreement between the Supplier and Customer for the services in question and Customers are obligated and agree to fulfil their obligations under such services, including payment obligations.
XV. DISCLAIMER OF WARRANTIES
THE MOORIO PLATFORM AND MOORIO SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO WARRANTY THAT USING MOORIO SERVICES WILL RESULT IN HIGHER NUMBERS OF CUSTOMERS OR INCREASED REVENUE FOR YOU OR YOUR BUSINESS. WE MAKE NO WARRANTY THAT THE MOORIO SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
XVI. LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. MOORIO’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU PAID MOORIO UNDER THIS AGREEMENT IN LAST TWELVE (12) MONTHS, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF SERVICES, SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID MOORIO FOR THE DEFICIENT SERVICES GIVING RISE TO THE LIABILITY.
YOU WILL INDEMNIFY, DEFEND AND HOLD MOORIO AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO OR USE OF MOORIO SERVICES, YOUR CUSTOMER CONTENT OR YOUR VIOLATION OF THIS AGREEMENT.
XVII. GENERAL TERMS
- You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and void. We may assign or transfer this Agreement without restriction or your consent to an affiliated company or to a successor or acquirer, as the case may be, in connection with a merger or acquisition, or the sale of all or substantially all of our assets. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.
- All disputes regarding non-compliance with the terms and conditions of the Agreement shall be resolved by agreement of the Parties. In the event that the dispute is not resolved pursuant to agreement, such dispute shall be finally resolved by arbitration in Singapore in the English language.
- If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
- Any notices or other communications provided by us under this Agreement, including those regarding modifications to this Agreement, will be given either via email or by posting to the Moorio Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Notices to Moorio should be sent to email@example.com.
- Our failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our duly authorized representative.
- This Agreement is written in English.
XVIII. CONTACTING US
Should you have any questions regarding Moorio Terms and Conditions, you can contact us at firstname.lastname@example.org.