Becoming a BoatingWorld Marine Pro
When you use BoatingWorld, you agree to the legal terms outlined below. We’ve aimed to make this agreement straightforward, but some legal language was unavoidable. To clarify some key points, we’ve provided a Q&A section following this introduction. These questions and answers highlight important aspects of the agreement to ensure you understand them. This summary is not part of the agreement but is designed to help you grasp the terms of the website and membership terms. It is important to read and understand the entire agreement.
IMPORTANT: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. THESE SECTIONS IMPACT YOUR LEGAL RIGHTS. PLEASE REVIEW THEM CAREFULLY.
Questions & Answers (Q&A) – Key Points Clarification:
Q. How does BoatingWorld work?
A. We begin by identifying consumers in need of marine professionals and collecting information about their projects. Our system then connects these consumers with suitable professionals based on factors like availability, type of service, and location preferences. Once a match is made, we promptly send the consumer’s details to the matched professional(s), allowing them to contact the consumer and try to secure the job.
Q. What are the terms of payment?
A. By signing the BoatingWorld contract during enrollment, you agree that BoatingWorld can immediately start charging your payment method for the monthly membership.
Q. What types of Leads may I receive?
A. As a BoatingWorld Pro, you may receive Leads via email, SMS, or phone. These leads are from consumers who have inquired about a service that matches your profile and are located in your area.
Q. Do you warrant or guarantee your service?
A. No, we do not make any warranties about our services, including your success rate or the number of jobs you will win from the leads you receive.
Q. How will you contact me?
A. By becoming a BoatingWorld member, you authorize BoatingWorld and its affiliates to contact you regarding account information or other marketing offers via email, fax, text, or phone, using automated technology. This is true even if you are on a state or federal Do Not Call list and even if you have previously opted out of BoatingWorld marketing.
Q. What does it mean that I need to indemnify you?
A. If someone sues us because of something you did, you are responsible for it.
Q. What is arbitration, and what does it mean to waive my class action rights?
A. Arbitration involves a third-party arbitrator who will help resolve any disputes we might have. This means disputes will be resolved outside of class-action litigation. While we hope disputes are never an issue, you should read Section 8 carefully to understand how this process works.
Q. Can I get a refund if I cancel my membership?
A. You are entitled to a refund of fees paid if you cancel within 24 hours of enrolling. Otherwise, BoatingWorld is not obligated to refund any fees.
Q. How do I cancel my membership?
A. You can cancel your membership by contacting us at [email protected].
BoatingWorld Marine Pro Network Agreement
By becoming a BoatingWorld Marine Pro (“MP”), you, your company, employees, subcontractors, and anyone performing work on your behalf agree to the following terms and conditions:
Eligibility
To join the BoatingWorld network, you must be at least 18 years old and legally capable of entering into binding contracts. By applying, you confirm that you meet these criteria.
Qualifications
You affirm that you possess the necessary skills and capabilities to perform the services, trades, or tasks listed on your BoatingWorld MP profile, including any updates you make to your Customer Profile.
Licensing and Insurance
You guarantee that you are currently and will remain fully licensed, bonded, and insured in accordance with all applicable laws and industry standards. You also confirm that you have never had insurance coverage related to your services denied. You must promptly inform us of any changes to your licensing, bonding, or insurance status.
Compliance
You agree to adhere to the membership requirements of BoatingWorld, which may be updated periodically. Immediate compliance is required upon notification for changes that do not require action on your part. For changes requiring action, compliance is required within thirty (30) days of notification.
Dispute Resolution
You agree to cooperate with BoatingWorld in resolving any customer complaints. However, BoatingWorld assumes no liability towards you or the customer if disputes remain unresolved. We reserve the right to charge you for any payments made to a customer by BoatingWorld due to a dispute, or based on your performance or non-performance of services. You agree to reimburse us for such payments, as well as any associated costs, expenses, or attorney fees. Additionally, you consent to our disclosure of information about you and your company to authorities requesting information related to your work or services.
Leads/Quotes
Any leads/quotes provided to customers via the BoatingWorld Website are for informational purposes only. Customers cannot contract with you directly through our Website. If a customer expresses interest by selecting you or scheduling an appointment through our Website, it only indicates their interest in contacting you.
Content Posting and Use
When you post or provide any Content, including photographs (“Content”), on the BoatingWorld Website, you affirm that you own or have obtained all necessary rights to use the Content. By posting Content, you grant BoatingWorld a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, edit, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the BoatingWorld Website and other BoatingWorld-operated websites. BoatingWorld reserves the right to remove or modify Content for any reason. Additionally, you authorize BoatingWorld and its affiliates to reproduce, print, publish, and disseminate the Content, including your name, voice, and likeness, worldwide and in any format or media, without compensation to you. This authorization is perpetual and cannot be revoked. By posting Content, you acknowledge that it may be viewed publicly and is not considered private or confidential. You waive any moral rights you may have in the Content.
Testimonials and Intellectual Property
If you provide written comments or testimonials about our services, you agree that BoatingWorld owns all intellectual property rights to them. We may use your comments, including your name and company or agency name, in our marketing materials and on our Website without any compensation to you. You authorize us to use your name, company name, franchise name, trademarks, service marks, trade names, logos, and any Content you provide or upload to our Website, for promotion on our Website and in marketing materials. BoatingWorld reserves the right to review, reject, and remove any Content you upload to the BoatingWorld Website or your company profile. You confirm that you have the rights to any logos, service marks, trademarks, and Content you upload, and that our use of them will not infringe on any third party’s intellectual property rights. If there are any restrictions on the use of such marks, it is your responsibility to inform us in writing. If we give you written authorization, you may use certain BoatingWorld marks to promote your business during the term of this Agreement. You are prohibited from registering any BoatingWorld trademarks or domain names.
Ownership of Content and Customer Ratings
All Content and information posted on the BoatingWorld Website, including MP profiles, screening information, and customer reviews, belongs exclusively to BoatingWorld, excluding any logos or trademarked materials provided by the MP. You do not have the right to reproduce, post, publish, display, or otherwise use any customer reviews or other Content posted on the BoatingWorld Website, except for Content provided directly by you. You represent and warrant that all information you provide to BoatingWorld, including on your profile page, is accurate. You acknowledge that violating these terms could result in significant damages, for which you would be liable to BoatingWorld. BoatingWorld reserves the right to contact customers to obtain feedback and ratings regarding your services, and to display such reviews on the Website. BoatingWorld is not responsible or liable to you for any customer comments, ratings, or communications posted on the Website.
Compliance and Prohibited Acts
You agree not to engage in illegal acts, wrongdoing, dishonesty, or unethical business practices with BoatingWorld, customers, or third parties. This includes disclosing user personal information to any third party. You must comply at all times with applicable federal, state, provincial, local, and other laws and regulations. Knowingly sharing, distributing, transferring, or selling a BoatingWorld service request or lead, or the information contained therein, except as expressly permitted in this Agreement, constitutes a serious breach and could result in significant costs, damages, and regulatory fines. If you engage in such activities, you agree to fully indemnify and be liable to BoatingWorld for all resulting damages, fines, penalties, and attorneys’ fees.
Website Prohibited Activities
The Customer agrees not to engage in, and will ensure that its affiliates and advertisers do not engage in, any of the following activities. If the Customer discovers any such activities, it must take reasonable corrective measures and promptly notify BoatingWorld:
- Invalid Clicks and Impressions: Generating queries, impressions, or clicks on Website or advertisement through automated, deceptive, fraudulent, or invalid means, including repeated manual clicks, automated tools, or computer-generated search requests.
- Website Interference: Creating links to, framing, minimizing, removing, or otherwise restricting the full display of any web page.
- Inappropriate Content: Displaying Content on sites containing Content that is obscene, pornographic, profane, fraudulent, libelous, defamatory, abusive, harassing, promotes violence, contains hate speech, infringes proprietary rights, or promotes illegal activities, services, or merchandise.
- Data Storage and Indexing: Crawling, indexing, or storing advertisements, query responses, profile pages, reviews, or any portions, copies, or derivatives thereof.
BoatingWorld reserves the right to update this list of Prohibited Activities by written notice to the customer at any time.
Usage of Leads
You agree that only employees of your company or independent contractors directly performing services on behalf of your business may contact or provide services to customers obtained through leads. If you use subcontractors, you are responsible for their actions. You may not sell, trade, gift, assign, or transfer leads provided by BoatingWorld to any other party, including other BoatingWorld MPs.
Participation in Promotions
If you participate in any promotion where BoatingWorld offers an offer or discount related to your services, whether on the BoatingWorld Website, via direct mail, or otherwise, you agree to adhere to the terms of such offer or discount.
Consent to Contact and Communications
By enrolling as a BoatingWorld MP or expressing interest in BoatingWorld membership or services, you consent to being contacted by BoatingWorld, its agents, and representatives via phone, fax, email, mail, or other reasonable means, at any contact numbers or addresses provided by you. This consent applies even if you are listed on any federal, state, provincial, or other applicable “Do Not Call” list, or if you have previously opted-out from receiving BoatingWorld marketing emails. BoatingWorld and its affiliates may use automated phone technology (including autodialed and prerecorded messages) for operational communications regarding your account, updates on new and existing features, promotions, news, and industry developments. Your consent to these communications is not required to purchase products or services. You agree to promptly notify BoatingWorld if a provided contact number is no longer valid. You confirm that you have authority to convey this consent on behalf of any authorized users associated with your account. These consents remain effective even after account cancellation. By participating, you are automatically enrolled in BoatingWorld’s SMS program and consent to receive text messages regarding account setup instructions and special offers. For more information, contact [email protected] and text STOP to discontinue messages. Standard message and data rates may apply, with message frequency varying.
Message Access
BoatingWorld and affiliates may view, store, access, and disclose any messages sent through the BoatingWorld website.
Reservation of Rights / Improvements
Subject to the limited rights expressly granted hereunder, BoatingWorld reserves all rights, title and interest in and to the Website, including all related intellectual property rights. No rights are granted to customer hereunder other than as expressly set forth herein. BoatingWorld owns all rights, title and interest, including all intellectual property rights, in and to any improvements to the Website or any new programs, upgrades, modifications or enhancements developed by BoatingWorld or customer in connection with rendering the Website to Customer, even when refinements and improvements result from Customer’s request. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in BoatingWorld by virtue of this Agreement or otherwise, Customer hereby transfers and assigns to BoatingWorld all rights, title, and interest which Customer may have in to such refinements and improvements.
Restrictions
During the term of this agreement and for a period of five (5) years after the termination of the agreement, Customer shall not (a) modify, copy or create derivative works based on the Website; (b) frame or mirror any Content forming part of the Website, other than on Customer’s own intranets or otherwise for its own internal business purposes; (c) reverse engineer or decompile the Website; (d) build a competitive product or service; or (e) copy any ideas, features, functions or graphics of the Website. Customer shall use commercially reasonable efforts to ensure that its affiliates, agents, employees, successors and assigns comply with this paragraph.
Publicity; Trademarks
BoatingWorld may issue press releases or other public announcements of any kind relating to this Agreement without customer’s prior written consent. BoatingWorld may include Customer’s name and logo (including on BoatingWorld’s website). In addition, BoatingWorld may use the trademarks and trade names of Customer in connection with its authorized provision of the Website.
Jurisdiction
Delaware law governs this Agreement. Exclusive jurisdiction for disputes lies with state or federal courts in Delaware. You waive the right to bring actions in other jurisdictions.
Relationship
You are a customer of a membership service, not an employee, joint venturer, partner, or agent of BoatingWorld. You maintain control over services provided.
Severability
If any provision of this Agreement conflicts with law, the law prevails, but the Agreement remains otherwise enforceable.
Changes to Agreement
This Agreement and membership fees may be revised periodically. Continued use of BoatingWorld services indicates acceptance of non-material changes. Material changes will be posted on the BoatingWorld website or emailed. Continued use after notice constitutes agreement to all changes.
Termination
You may terminate this Agreement with notice during normal business hours, effective upon receipt. Outstanding membership fees are due upon termination. BoatingWorld reserves the right to suspend or terminate this Agreement and membership at any time without reason. BoatingWorld may terminate this Agreement immediately and pursue legal action if misuse of services or data is suspected. Upon termination, your obligations during the agreement continue under its terms. License to use BoatingWorld Content ceases, and access to your account ends.
Subscription Fees, Payments, Taxes
For subscription memberships (monthly, quarterly, or annually), you agree to pay applicable fees on a monthly, quarterly, or annual basis. BoatingWorld will charge your credit card in advance for these fees according to your chosen billing cycle.
Automatic Renewal
Following your initial subscription period and each subsequent term, your subscription will automatically renew for an equivalent period (“Renewal Term”) at the Renewal Price unless BoatingWorld notifies you of a price change at least thirty (30) days prior. Your account will be subject to this automatic renewal. To modify or cancel your subscription, contact BoatingWorld at [email protected]. Cancellations are effective at the end of the current subscription term, and no refunds will be provided for the remaining term. By subscribing, you authorize BoatingWorld to charge your payment method for Renewal Terms. Failure to receive payment may result in subscription suspension or termination until payment is received.
Free Trials and Promotions
Free trials and promotional subscriptions automatically renew as described under Automatic Renewal. The Renewal Price for Renewal Terms will be higher than the trial or promotional period rate. Cancel before the trial ends to avoid Renewal Price charges.
Payment and Account Management
You are responsible for maintaining accurate contact and billing information in your profile. BoatingWorld is not liable for undelivered notifications. Promptly update BoatingWorld if your payment method is canceled or if you suspect a security breach. You authorize BoatingWorld to obtain updated payment information from your card issuer.
Billing and Late Fees
Your account statement and balance will be accessible on the BoatingWorld website. Balances are processed via your selected payment method at the end of each billing period. Past due amounts incur a late fee of 1.5% per month or the maximum allowed by law. Returned payments incur a $20 fee per transaction.
Dispute Resolution
Disputes regarding charges must be submitted in writing to BoatingWorld within 30 days of the charge date. You waive disputes not submitted within this period, and charges are deemed final and non-contestable thereafter.
Refunds
Except for subscription cancellation within 24 hours of purchase, BoatingWorld does not refund fees, including subscription charges.
Overdue Payments
- Material Breach: Failure to pay as set forth constitutes a material breach of this Agreement.
- Suspension of Access: If the Customer’s account is seven (7) days or more overdue (except for charges under reasonable and good faith dispute), BoatingWorld may suspend the Customer’s access to the Website until full payment is made.
- Termination: If overdue payments are not made within fifteen (15) days of the due date, BoatingWorld may terminate this Agreement immediately upon written notice, without liability.
- Service Charges: Payments received more than thirty (30) days after the due date (except for charges under reasonable and good faith dispute) may incur a service charge of 1.5% per month on the unpaid amount, which will be immediately due and payable.
- Collection Costs: BoatingWorld is entitled to collect from the Customer all costs and expenses, including reasonable attorneys’ fees, incurred in collecting overdue amounts. Past due accounts may be referred to a third-party collection agency and reported to credit rating agencies. You are liable for collection and litigation fees incurred by BoatingWorld.
Taxes
- Exclusion of Taxes: BoatingWorld’s fees do not include any local, state, federal, or foreign taxes, levies, duties, or similar governmental assessments, including value-added, use, or withholding taxes (“Taxes”).
- Customer Responsibility: The Customer is responsible for paying all Taxes associated with its purchases, excluding Taxes based on BoatingWorld’s net income or property.
- Tax Obligations: If BoatingWorld is legally obligated to pay or collect Taxes for which the Customer is responsible, the appropriate amount will be added to and paid by the Customer, unless a valid tax exemption certificate authorized by the relevant taxing authority is provided to BoatingWorld.
Agreement to Arbitrate and Governing Law
Arbitration
The exclusive method for resolving any dispute between you and BoatingWorld, or any claim arising from the use of the Website or BoatingWorld MP services (including alleged breaches of these Terms and Conditions), is BINDING ARBITRATION administered by the American Arbitration Association, unless otherwise provided by applicable federal or state law. You waive the right to initiate or participate in any class action, class arbitration, or other representative action.
Notice of Rights
By using the Website or BoatingWorld services, you agree to the arbitration agreement above. You forfeit the right to litigate claims against BoatingWorld in court, or to participate in a class action or other collective proceeding. Your claims will be decided by a NEUTRAL ARBITRATOR, not a judge or jury. Arbitration proceedings are generally simpler and more streamlined than trials, and arbitrators may award the same remedies as a court. Arbitration decisions are enforceable in court and may only be overturned under limited circumstances.
Enforcement and Jurisdiction
Any action to enforce this arbitration agreement, including to confirm, modify, or vacate an arbitration award, may be filed in any court of competent jurisdiction. If this arbitration agreement is deemed unenforceable, litigation against BoatingWorld may only be pursued in federal or state courts located in Delaware. By using the Website or BoatingWorld services, you consent to the jurisdiction of these courts.
Governing Law
These Terms and Conditions, and any disputes between you and BoatingWorld, are governed by the laws of Delaware, excluding conflicts of law principles. The arbitration agreement is governed by the Federal Arbitration Act.
Disclaimer of Warranties
Mutual Warranties
Each Party represents and warrants that it has the legal power to enter into this Agreement; that the signatory hereto has the authority to bind the applicable organization; and when executed and delivered, this Agreement will constitute the legal, valid, and binding obligation of each Party, enforceable in accordance with its terms.
Customer Warranties
Customer represents and warrants that: (a) the Customer Data shall not infringe on any copyright, patent, trade secret or other proprietary, privacy, or other right held by any third party; and (b) Customer shall not use the Website, or allow the Website to be accessed or used, in a manner that violates any international, federal, state, or local law or regulation.
BoatingWorld Warranties
BoatingWorld represents and warrants that: (a) except for temporary interruption in the normal course of business, the functionality of the Website will not be materially decreased during the term of this Agreement; (b) BoatingWorld shall utilize commercially reasonable software and other security means to prevent the Website from containing or transmitting any of the items set forth in Section 2.3(c); and (c) it owns or otherwise has sufficient rights in the Website to grant to Customer the rights to use the Website.
Disclaimer
Except as otherwise specifically provided herein AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOATINGWORLD EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY BOATINGWORLD. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE FACE HEREOF.
Changes to Customer Profile
From time to time Customer may request that BoatingWorld assist Customer with changes to Customer’s profile. If such services are not included as part of this Agreement, BoatingWorld can assist Customer with such changes, in BoatingWorld’s absolute discretion. If BoatingWorld provides any such assistance, Customer shall be solely responsible for the Content of such changes and hereby releases BoatingWorld from any and all claims, liabilities, suits or demands of every nature, arising out of or related to such changes.
Indemnification
Customer
Customer shall defend, indemnify, and hold BoatingWorld harmless against any loss, damage, or costs (including reasonable attorneys’ fees) incurred in connection with a claim that (a) Customer has used the Website other than in compliance with the terms of use set forth in this Agreement; (b) Customer Data and/or any materials provided to BoatingWorld by on or behalf of Customer infringe the rights of a third party; (c) BoatingWorld’s use, in connection with its provision of the Website, of any Customer Data has otherwise harmed a third party; or (d) arises from Customer’s negligence or willful misconduct (“Claim”).
Procedure
As an express condition to the indemnifying Party’s obligation, the Party seeking indemnification must: (a) promptly notify the indemnifying Party in writing of the applicable Claim for which indemnification is sought; and (b) provide the indemnifying Party with all non-monetary assistance, information and authority reasonably required for the defense and settlement of such Claim. The indemnifying Party may select counsel for defense of the Claim and direct the course of any litigation or other disputed proceedings concerning the Claim. The indemnified Party may select its own counsel and direct its own defense of a Claim if it chooses to do so, but it must bear the costs of its own counsel and any activities in any disputed proceeding conducted by counsel of its choosing. The indemnifying Party may settle any Claim, to the extent it seeks a money payment, with or without the consent of the indemnified Party. The indemnifying Party must obtain the indemnified Party’s consent to any settlement to the extent it consents to injunctive relief or contains contract terms governing future activities that would materially affect the indemnified Party’s business or interests, said consent not to be unreasonably withheld, conditioned or delayed.
Limitation of Liability
Limitation of Liability
IN NO EVENT SHALL BoatingWorld’s AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED AMOUNTS ACTUALLY PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.
Exclusion of Consequential and Related Damages
IN NO EVENT SHALL BoatingWorld HAVE ANY LIABILITY TO CUSTOMER FOR ANY LOST PROFITS OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND OR NATURE HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Time to File Claim
NO CLAIM MAY BE BROUGHT BY CUSTOMER UNDER THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CLAIM.
Confidentiality and Survival
Definition of Confidential Information
As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”) that (a) if disclosed orally is designated as confidential at the time of disclosure, (b) if disclosed in writing is marked as “Confidential” and/or “Proprietary”, or (c) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, the terms and conditions of this Agreement (including pricing and other terms reflected in all IOs hereunder), the Customer Data, provision of the Services, screen shots of Website, pricing in proposals, business and marketing materials, technology and technical information, product designs, and business processes. Notwithstanding the foregoing, each Party may disclose the existence and terms of this Agreement, in confidence, to a potential purchaser of or successor to any portion of such Party’s business resulting from the reorganization, spin-off, or sale of all or a portion of all of the assets of any business, division, or group of such Party. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party, which can be demonstrated with clear and convincing evidence; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
Confidentiality
The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Notwithstanding the foregoing, the Receiving Party may disclose such Confidential Information to those of its employees and contractors who need to know such information for purposes of performing the Services and certifies that such employees and contractors have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those in this Agreement. The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own information of a confidential and proprietary nature, but in no event shall it use less than a reasonable degree of care.
Compelled Disclosure
If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
Remedies
If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
Waiver and Cumulative Remedies
No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
Severability
Any provision of this Agreement which is prohibited and unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.
Assignment
Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed). Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Availability and Maintenance
Exceptions to Availability
The Website may not be available for use under the following circumstances: (i) Normal Maintenance and Urgent Maintenance as described below; (ii) the negligent or willful acts or omissions of third parties, Customer, its employees, contractors or agents, or its end users, including, but not limited to Data Suppliers and customers; (iii) the failure or malfunction of equipment, Websites or systems not controlled by BoatingWorld; (iv) any third party or public network or systems unavailability; (v) circumstances or causes beyond the control of BoatingWorld, including instances of force majeure; or (vi) breach of the Agreement by Customer.
Normal Maintenance
Normal Maintenance means performing preventive maintenance or hardware and software upgrades to the components of the Website to add features or repair errors that are not immediately affecting Customer’s use of the Website. BoatingWorld shall make commercially reasonable efforts to conduct Normal Maintenance outside of the hours of 8AM through 5PM, Monday through Friday, EST (Eastern Standard Time).
Urgent Maintenance
Urgent Maintenance means performing maintenance on the software or hardware components of the Website to repair errors that are immediately affecting Customers’ use of the Website. During Urgent Maintenance the Website’ interface may be unavailable. BoatingWorld may undertake Urgent Maintenance at any time deemed necessary.
Authority and Counterparts
The representative signing this Agreement and completing the Account sign up form on behalf of Customer, in writing or by electronic means, represents and warrants that he or she has authority to bind Customer. This Agreement may be executed in counterparts, which taken together shall form one legal instrument. Delivery of an executed counterpart signature page of this Agreement by facsimile, email, or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.