Terms of Service

1. About these terms

These Terms of Service (“Terms”) govern use of MERIDIAN, the port-call operating platform at meridian.hawaiiyachtagentservices.com, including its installable offline version and any share links it creates (the “Service”).

The Service is provided by Hawaii Yacht Agent Nautical Services (“HYANS”, “we”, “us”), [To be completed] (registered business name and entity type), of [To be completed] (mailing address), Honolulu, Hawaii.

The Service is for business use. “Customer” means the organization that has an account on the Service. “User” or “you” means a person who uses the Service for a Customer. If you accept these Terms for an organization, you confirm that you have authority to bind it.

How these Terms are accepted (for example at first sign-in, by a signed order form, or both): [To be completed]

1.1 Software terms, not agency services

These Terms cover the software only. If a Customer also hires HYANS to act as its yacht or ship agent (for example to file arrival paperwork, arrange berths, pilots or vendors, or handle disbursements), that work is governed by a separate agreement, such as agency terms of engagement and an order form. If those documents conflict with these Terms about agency work, those documents control. Name of the agency agreement: [To be completed]

2. Accounts and access

• Approval. Accounts are created or approved by HYANS or by an authorized Customer administrator. Unless their address has been pre-authorized in MERIDIAN’s configuration, a first-time sign-in does not grant access until a person approves it and assigns an organization and role.
• Sign-in. You sign in with your Google account (or another method we enable). Keep your account secure. Do not share your sign-in, and tell us promptly at [To be completed] (support or security contact) if you think your account has been misused.
• Roles. What you can see and do depends on the role your organization or HYANS assigns. Do not try to get around these limits.
• Your organization’s responsibility. Each Customer is responsible for its Users, for removing access for people who leave, and for what its Users do in the Service.
• Other organizations on a port call. A vendor, sub-agent, broker or similar party may get access to a specific port call. That access is limited, can be revoked, and is designed to expire. It may only be used for that port call.

3. Pilot period and fees

Paid seats are not offered yet. Until they are, the Service is provided as a pilot at no charge, and HYANS may change, limit or end pilot access at any time. When paid plans start, fees, billing terms and any committed service levels will be set out in an order form or pricing page, and will apply only after the Customer agrees to them. Pricing, billing cycle, taxes (including Hawaii general excise tax), late payment and refund terms: [To be completed]

Billing views in MERIDIAN (for example invoices, proforma and final disbursement accounts) are records and working tools. They are not a payment service, and MERIDIAN does not process payments.

4. Customer data

• Ownership. As between the Customer and HYANS, the Customer owns the data, documents and vessel information it or its Users put into the Service (“Customer Data”).
• Our use. The Customer lets HYANS host, copy, process and display Customer Data to provide, secure, support and improve the Service, to carry out any agency services the Customer hires HYANS for, and as described in the MERIDIAN Privacy Policy. We will not sell Customer Data.
• Your responsibility for what you upload. The Customer is responsible for having the right to upload Customer Data and for giving any notices and getting any consents needed. This includes crew and guest identity details, health notes and similar personal information about people who are not Users.
• Logs and field records. Audit logs, sign-in logs and field records (such as signed delivery receipts) are kept as logs; the Service provides no way to edit or delete them; retention [To be completed].
• Port-call records. Records created while HYANS acts as agent on a port call are also HYANS’s operating records and may be kept after an engagement ends.
• Data sharing on a port call. When a Customer shares a port call with another organization, that organization sees a limited view (vessel name, type and length, arrival and departure times, berth or anchorage, purpose and status). It does not see crew or guest lists or free-text notes.
• Feedback. If you send ideas or feedback, we may use them without obligation to you.

5. Acceptable use

You must not:

• use the Service for anything illegal, or to file false or misleading information with any authority;
• upload information you do not have the right to share, or malicious code;
• try to get access to another organization’s data, test or probe the Service’s security without our written permission, or get around role limits or share expiries;
• use access given for one port call to build a picture of a vessel owner’s or principal’s movements across other calls;
• scrape, copy or resell the Service or its data, or use it to build a competing product;
• overload or disrupt the Service; or
• share sign-in links, share links or files with people who should not have them.

We may suspend access that breaks these rules or puts the Service, other Users or vessels at risk. Where practical, we will tell you first. We will try not to cut off access in the middle of a live port call without warning.

6. Important: planning tool, not for navigation

MERIDIAN is a planning tool. It is NOT FOR NAVIGATION. Forecasts, comfort scores, GO / CAUTION / NO-GO windows, maps, charts, anchorage guides, harbor traffic views, deadlines and filing checklists are for planning-level review only. The master of a vessel keeps sole authority for all navigation and safety decisions.

MERIDIAN’s anchorage briefings and guides carry these words, and the same limits apply to everything else the Service produces:

VISUAL CONTEXT ONLY · PLANNING-LEVEL REVIEW · NOT FOR NAVIGATION · NOT AN APPROVED ANCHORAGE · NOT AN APPROVED HOLDING POSITION · NOT A ROUTE PLAN · NOT AN OPERATIONAL APPROVAL · NOT AN ANCHORING RECOMMENDATION · CAPTAIN REVIEW REQUIRED · OFFICIAL CHART REVIEW REQUIRED · AUTHORITY CONFIRMATION REQUIRED

Always check official charts, official notices and forecasts, and the relevant authorities before acting.

Third-party decisions. Berth assignments, pilotage, customs and immigration clearance, Coast Guard decisions and harbor permits are made by the relevant authorities and organizations, not by HYANS or MERIDIAN. The Service helps prepare, track and coordinate. It does not promise any approval or any timeline.

Data from others. The Service shows data from public and third-party sources (for example weather models, NOAA products, public vessel and harbor schedules). We do not control those sources and do not promise they are accurate, complete or current.

7. Our intellectual property

HYANS (and its licensors) own the Service, including its software, design, models and content we provide. We give the Customer and its Users a limited, non-exclusive, non-transferable right to use the Service for the Customer’s internal business during the term. Anchorage guides, briefings and reports generated for a Customer may be used by that Customer for its own business. All rights not expressly granted are reserved.

Some map, chart, weather and font content comes from third parties and is subject to their terms. Third-party terms passed through to Users: [To be completed]

8. Third-party services

The Service relies on providers such as Google Cloud and Google sign-in, and may connect to others (for example Gmail for email, Twilio for SMS or voice alerts, or a Customer’s Google Drive if its administrator turns that on). Your use of a third-party account (such as your Google account) is also governed by that provider’s terms. We are not responsible for third-party services we do not control.

9. Availability, changes and support

We work to keep the Service running and to protect the data in it. But the Service is provided without a promised uptime level during the pilot, and it may sometimes be unavailable, including for maintenance. The offline mode may show information that is out of date until your device reconnects. We may change, add or remove features. Support hours and contact, and any service-level commitment for paid plans: [To be completed]

10. Disclaimers

TO THE FULLEST EXTENT ALLOWED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. HYANS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY FORECAST, SCORE, WINDOW OR OTHER OUTPUT IS SAFE TO RELY ON FOR NAVIGATION OR OPERATIONS.

11. Limitation of liability

TO THE FULLEST EXTENT ALLOWED BY LAW:

• HYANS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR BUSINESS, ARISING FROM THE SERVICE, EVEN IF TOLD THEY WERE POSSIBLE; AND
• HYANS’S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM THE SERVICE WILL NOT EXCEED [To be completed]. PASS-THROUGH DISBURSEMENTS (THIRD-PARTY COSTS PAID THROUGH HYANS FOR A CUSTOMER) DO NOT COUNT AS FEES FOR THIS PURPOSE.

Some laws do not allow some of these limits. In that case they apply only as far as the law allows. Exceptions to these limits: [To be completed]

12. Indemnity

The Customer will defend and indemnify HYANS against third-party claims arising from (a) Customer Data, including a claim that the Customer did not have the right to provide it or give required notices, or (b) the Customer’s or its Users’ breach of these Terms or misuse of the Service.

13. Confidentiality

Each party will keep the other’s non-public business information confidential, use it only for the purposes of these Terms, and protect it with reasonable care. This does not cover information that is public, already known, independently developed, or rightly received from someone else. A party may disclose confidential information when the law requires, including filings with government authorities that are part of an agency engagement.

14. Term, suspension and termination

• These Terms apply while you use the Service.
• A Customer may stop using the Service at any time. Notice period and process for closing a Customer account: [To be completed]
• HYANS may suspend or end access for a breach of these Terms, for non-payment once fees apply, to protect the Service or others, if required by law, or when the pilot ends. Notice period for ending access without cause: [To be completed]
• Port calls in progress. A port call already under way may need to be completed or handed to another agent.
• Data after termination. Whether, how and for how long a Customer can export its data after termination, and when HYANS deletes it: [To be completed]. Logs and field records described in Section 4, and HYANS operating records, may be kept; retention [To be completed].
• Sections that by their nature should continue (for example 4, 6, 7, 10 to 13, 16 and 17) continue after termination.

15. Changes to these Terms

We may update these Terms. For a significant change, we will give notice in the Service or by email at least [To be completed] days before it takes effect, and we may ask an administrator to accept the new version. A port call already under way keeps the terms it started under.

16. Governing law and disputes

These Terms are governed by the laws of [To be completed], without regard to conflict-of-law rules. Disputes will be resolved in [To be completed].

17. General

• Not for government or military engagements. These Terms are written for commercial use. They are not meant to cover government or military vessel engagements, which need separate terms.
• Export and sanctions. You may not use the Service in breach of US export control or sanctions laws.
• Notices. We may send notices through the Service or by email to the address on your account. You may send notices to [To be completed] (notices email) and [To be completed] (mailing address).
• Assignment. The Customer may not transfer these Terms without our consent. We may transfer them to a successor of our business.
• Entire agreement. These Terms, the Privacy Policy and any order form or agency agreement are the whole agreement about the Service. If an order form signed by both parties conflicts with these Terms, the order form controls.
• Other terms. If part of these Terms cannot be enforced, the rest still applies. Not enforcing a right is not a waiver. Neither party is liable for delays caused by events beyond its reasonable control, such as severe weather, natural disasters or major outages of third-party providers. Nothing in these Terms creates a partnership or employment relationship.

18. Contact

Hawaii Yacht Agent Nautical Services
Registered business name and entity type: [To be completed]
Mailing address: [To be completed]
Contact email: [To be completed]