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THE FOLLOWING DESCRIBES THE TERMS AND CONDITIONS ON WHICH
http://www.hansenkg.de/yachtregitration/ OFFERS YOU ACCESS TO http://www.hansenkg.de/yachtregitration/'S
SERVICES. PLEASE READ THIS BOAT CHARTER SUPPLY AGREEMENT CAREFULLY BEFORE
REGISTERING FOR Hansen KG SERVICES.
This Boat Charter Supplier Agreement (this "Agreement"), is made and entered
into as of the date of this Agreement by and between you and Capt. Hansen KG, a
Florida corporation
Any reference throughout this Agreement to "we", "us" and
"our" shall refer to http://www.hansenkg.de/yachtregitration/. This Agreement
describes the terms and
conditions applicable to your use of our services available under the domain and
sub-domains of http://www.hansenkg.de/yachtregitration/ (the "Site"). If you do
not agree to be bound
by the terms and conditions of this Agreement do not register and/or use any of
http://www.hansenkg.de/yachtregitration/'s services. You must read, agree with
and accept all of the
terms and conditions contained in this Agreement, and our Privacy Policy, and
Terms of Use, before you may become a registered boat charter supplier on the
Site (a "Supplier").
1. Term. The term of this Agreement shall begin as of the
Effective Date and continue for a period of one (1) year from the Effective Date
(the "Initial Term"). Unless otherwise earlier terminated pursuant to this
Agreement,
the term of this Agreement shall automatically renew for successive one-year
renewal
terms ("Renewal Term") at the expiration of the Initial Term and each Renewal
Term, if any. Automatic renewal will not occur if either party notifies the
other
in writing that it no longer wants to renew, or otherwise terminates this
Agreement
pursuant to this Agreement. Written notification of no renewal must occur at
least
thirty (30) days prior to the expiration of the then-current Term. As used in
this Agreement, "Term" shall refer to the Initial Term as well as any Renewal
Terms. Notwithstanding the foregoing, we reserve the right to terminate this
Agreement
for any reason or for no reason at any time.
2. Amendments. We may amend this
Agreement at any time by providing you with fifteen (15) days prior written
notice
(the "Amendment Notice"), and, if you in good faith do not agree to the changes,
you may terminate the Term by providing us written notice within fifteen (15)
days of receiving the Amendment Notice. All amended terms shall automatically
be effective thirty (30) days after your receipt of the Amendment Notice. This
Agreement may not be otherwise amended except in a writing signed by both you
and http://www.hansenkg.de/yachtregitration/.
3. Registration Eligibility. The undersigned represents
that the undersigned has the authority to bind you to this Agreement.
4. Supplier
Eligibility. To become a listed Supplier on the Site, you must fill out the Boat
Registration Form. Our acceptance of your registration as a Supplier on the Site
is at our sole discretion.
5. Advertising. Subject to the terms of this Agreement,
upon our acceptance of your registration as a Supplier, we shall publish,
implement
and activate on the Site the graphic and/or text advertisements ("Advertisements")
and/or hyperlinks ("Hyperlinks") supplied on your Boat Registration Form. Solely
for purposes of performing this Agreement, you hereby grant us a non-exclusive,
worldwide, fully-paid, royalty-free license to use, perform, reproduce, display,
transmit and distribute such Advertisements and/or Hyperlinks and all contents
therein, including your trademarks and logos. a. Image Policy. Included in the
term "Advertisements" are graphics and images included by you in the Boat
Registration
Form (the "Images"). Advertisements may only include Images that describe your
boat or boat chartering business and may not include promotional or non-boat
related
Images. GIF or JPEG (aka JPG) files may be uploaded. Animated GIF files are
prohibited.
Your Image file size must be 60 MB or smaller and we reserve the right to resize,
convert, or change Images and/or Advertisements in our sole discretion. b.
Bonuses,
giveaways, raffles and prizes. You may not include Advertisements or Hyperlinks
that promote bonuses, giveaways, or random drawings or prizes as an enticement
for internet users ("Promotions") on the Site, as these Promotions are highly
regulated and may be unlawful in many states. Your Advertisements and Hyperlinks
including Promotions will be removed from the Site. Notwithstanding the
foregoing,
we may run Promotions on the Site, and may grant authorization to our partners
or third party companies to run Promotions, that comply with applicable laws.
c. Other Criteria. The timing and positioning of Advertisements and Hyperlinks
within the Site is at our sole discretion. We reserve the right to refuse any
Advertisement or Hyperlink or to temporarily or indefinitely suspend an
Advertisement
or Hyperlink that, in our sole discretion does not comply with our standards.
We further reserve the right to, in our sole discretion, cancel or remove any
Advertisement or Hyperlink at any time and from time to time. Without limiting
the generality of the foregoing, we do not accept advertising for or related to
adult entertainment sites, tobacco products, gaming products and services or
from
any advertisers that we believe in our sole discretion to be fraudulent or
misleading.
6. Venue for Advertising and Sales Support. a. Subject to the terms of this
Agreement,
and upon our acceptance of your registration as a Supplier, we shall provide you,
through the use of the Site, a venue through which you may Advertise your
services
and offer for sale boat related services, including, without limitation boat
charters,
motor yacht charters, sailboat charters, captain services, crew services,
fishing
trips, diving trips, and other related services (the "Services"). Specifically,
we will make your Advertisements and/or Hyperlinks available for online search
and viewing by internet users (the "Users"). b. If Users contact us regarding
your Services, we shall provide you with sales support assistance, as we deem
necessary or appropriate, in our sole discretion, to help you obtain Users
interested
in chartering your Services; provided that we shall only be involved in
obtaining
interested Users and not in any actual transactions between you and such Users
(the "Sales Support"). In addition, we shall not, on your behalf, sell, offer
or negotiate to sell; buy, offer or negotiate to buy; solicit or obtain listings
of; or negotiate the purchase, sale, or exchange of any vessel, including any
vessel constituting a yacht under state law. c. You hereby acknowledge and agree
that we are not involved in the actual transaction between you and any User,
and,
as a result, we have no control over the quality, safety or legality of the
Services
you are Advertising and/or providing, the truth and accuracy of the
Advertisements,
your ability to provide the Services offered, or the ability of Users to pay for
your Services. We are not responsible for the quality, accuracy, correctness,
timeliness or other aspect of any information you may submit to us. We do not
make any representations or warranties regarding the use or results of using our
services pursuant to this Agreement. Our services are provided "as-is" and
without
warranty of any kind, express or implied, including, without limitation,
warranties
of merchantability or fitness for a particular purpose.
7. Available Dates. You
will provide to us, form time to time, dates upon which your Services are
available
for our use in connection with our Sales Support (the "Available Dates"). You
shall immediately inform us of dates that become unavailable for your Services.
You hereby agree that you are solely responsible for any double bookings,
necessary
refunds, rain checks or other such issues related to your Services, and that we
shall not be liable for any mistakes, inaccuracies, deficiencies, failures or
other problems associated or relating to the Available Dates.
8. Fees. We will
not charge you for your registering and/or listing your Advertisements and
Hyperlinks
as a Supplier on the Site. From time to time you shall provide us, in writing,
with quotes for your Services and shall indicate whether such quotes include or
exclude any payments to use for our Sales Support. If you book a charter or
other
service as a result of our Sales Support (a "Brokered Charter"), then within
fifteen
(15) days of receiving payments from such Users for the Brokered Charter, you
shall either pay to us: a. an amount that is equal to the difference between the
amount contracted for between you and such User for such Brokered Charter and
the amount last quoted by you to us in writing for such Brokered Charter (in
other
words, the amount that we help you obtain for the Brokered Charter as a result
of our Sales Support that is over the amount quoted by you to us in writing),
or b. if the amount last quoted by you to us for such Brokered Charter includes
a payment to us, then you shall pay to us such included payment amount, plus any
amount set forth in Section 8.a., above.
9. Intellectual Property Rights. The
proprietary information, data and content viewable on, contained in, or
downloadable
from http://www.hansenkg.de/yachtregitration/, including without limitation, all
text, graphics, charts,
pictures, photographs, images and line art (collectively, the "Content"), are
copyrighted by, or otherwise licensed to, http://www.hansenkg.de/yachtregitration/.
If you provide us
with, or we obtain or otherwise provide, information on your Services, including,
without limitation, your name, contact phone number, business location, rates,
descriptions, and any pictures, you automatically grant us the worldwide,
fully-paid,
royalty-free, exclusive right and license to use, copy, format, adapt, publish
and/or incorporate any or all such information on any media whatsoever,
including,
without limitation, the Content, solely for purposes of performing pursuant to
this Agreement and promoting the Site. We also own a copyright of a collective
work in the selection, coordination, arrangement, presentation, display and
enhancement
of the Content. You will not modify, copy, reproduce, republish, distribute or
otherwise use the Content at any time without our prior consent. Nothing in this
Agreement shall be construed as giving you permission or a license of any kind
to reproduce or use our name, trademarks, service marks, logos, designations and
other intellectual property in any form or manner whatsoever without our prior
written consent. 10. Indemnification. Each party (the "Indemnifying Party")
shall
indemnify and hold the other party and its respective officers, directors,
shareholders,
agents, representatives and employees (the "Indemnified Group") harmless from
and against any and all claims, demands, causes of action, expenses, liabilities
and damages, including, without limitation, reasonable attorneys' fees and costs
(collectively, "Claims") which any member of the Indemnified Group may incur as
a result of or related to any Claim(s) arising out of or in respect to the
Indemnifying
Party's breach or violation of this Agreement or any representations or
warranties
set forth in this Agreement. In addition, you shall indemnify and hold http://www.hansenkg.de/yachtregitration/
and its officers, directors, shareholders, agents, representatives and employees
harmless from and against any and all Claims which any of them may incur as a
result of or related to:
(A) the content or representations in, or omissions from
your Boat Registration Form, Advertisements or Hyperlinks, including, without
limitation, Claims relating to:
(i) the truth, accuracy, correctness, completeness,
infringement, safety, reliability, timeliness or fitness for a particular
purpose
of any information provided by you,
(ii) infection of any viruses, worms, Trojan
horses, trap doors, back doors, easter eggs, time bombs, cancelbots or other
code
or computer programming routines that contain contaminating or destructive
properties
or that are intended to damage or detrimentally interfere with personal
information
arising from Hyperlinks provided by you or other information provided by you;
and (iii) double bookings, refunds, rain checks or other issues arising from
information
provided by you; (B) any federal, state or county tax obligation or amounts due
or owing under any tax regulation, law, order or decree related to your business;
(C) your payment of Fees;
(D) the quality, safety or legality of the Services
you are Advertising and/or providing;
(E) your ability to provide the Services
offered;
(F) the ability of Users to pay for your Services;
(G) any payment or
failure to make a payment for a Brokered Charter;
(H) any cancelled booking or
purchase of your Services for any reason;
(I) any fraud or other illegal act or
omission during any buying or selling activity in connection with your Services;
and
H) any claim of every kind and nature, known or unknown, suspected and
unsuspected,
disclosed and undisclosed, arising out of or in any way connected with any
dispute
with one or more Users.
11. Limitation on Liability. Advertisements and Hyperlinks
published, implemented and/or activated by us are not endorsements of your
Services.
In the event of an error in any Advertisement or Hyperlink caused by our act or
omission, we shall not be liable for any damages, costs, expenses or other
liability
that exceeds the Fee related specifically to the erroneous Advertising or
Hyperlink.
IN NO EVENT SHALL WE OR OUR AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS,
SHAREHOLDERS OR REPRESENTATIVES BE LIABLE TO THE OTHER FOR ANY SPECIAL,
INCIDENTAL,
INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR CONTINGENT DAMAGES WHATSOEVER,
WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH A LOSS,
OR WHETHER THE CLAIM IS FOR BREACH OF CONTRACT, TORT, BREACH OF WARRANTY,
NEGLIGENCE
OR OTHERWISE. FURTHERMORE, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR DAMAGES IN
EXCESS OF THE AMOUNT PAYABLE BY YOU PURSUANT TO THIS AGREEMENT. THE ESSENTIAL
PURPOSE OF THIS SECTION IS TO LIMIT OUR POTENTIAL LIABILITY ARISING OUT OF THIS
AGREEMENT.
12. Force Majeure. If we are prohibited from performing under this
Agreement due to an act of God, accident, fire, lockout, strike, labor dispute,
riot or civil commotion, act of public enemy, act of terrorism, national
emergency,
enactment, rule, order or act of government or governmental authority (whether
national, state or local), transportation failure or delay, flood, public
disaster
or any other cause of similar nature beyond our control and for which we are not
responsible, including failures or fluctuations in electrical power, heat,
light,
air conditioning or telecommunication equipment or lines or any other equipment,
such event shall be deemed a valid excuse for delay of performance or
nonperformance
of our obligations hereunder.
13. General Provisions. You may not assign your
rights and/or obligations under this Agreement without our prior written consent.
All of the terms and provisions of this Agreement shall be binding upon,
inure
to the benefit of, and be enforceable by you and us and our respective legal
representatives,
successors and permitted assigns. Sections 9-13 of this Agreement shall survive
the expiration or termination of the Term. Unless otherwise provided by this
Agreement,
you may not change or modify this Agreement except by a writing signed by both
parties and making specific reference to this Agreement. We may amend this
Agreement
at any time by posting the amended terms on the Site.
This Agreement and all transactions
contemplated by this Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of Florida. You acknowledge that a
substantial
portion of the negotiations and anticipated performance of this Agreement
occurred
or shall occur in Palm Beach County, Florida. Any civil action or legal
proceeding
shall be brought in the courts of record of the State of Florida in Palm Beach
County or the United States District Court, Southern District of Florida, West
Palm Beach Division.
You consent to the jurisdiction of such court in any such
civil action or legal proceeding and waive any objection to the laying of venue
of any such civil action or legal proceeding in such court. If any provision of
this Agreement is contrary to, prohibited by or deemed invalid, the remainder
hereof shall not be invalidated thereby and shall be given full force and effect
so far as possible. This Agreement and all terms and conditions referred to in
this Agreement represent the entire agreement between you and us with regards
to its subject matter and supersede all other previous agreements,
understandings
and/or representations regarding the same.
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