Visitor Agreement

BOATQUEST MEMBERSHIP AGREEMENT

Please read the Membership Agreement carefully. Your consent to comply with the Membership Agreement is a binding legal contract between you and Yachting Promotions, Inc. d/b/a/ BoatQuest.com. This Membership Agreement is made and entered into between you and Yachting Promotions, Inc. d/b/a BoatQuest.com (“BoatQuest”), a corporation with its principal offices located at 1115 NE 9th Avenue, Fort Lauderdale, FL 33304.

1. Introduction: BoatQuest reserves exclusively to BoatQuest Members access to some of its features and content, including, without limitation, the ability to save vessel listings and save searches (the “Members-Only Features”). This Membership Agreement governs your access to and use of the Members-Only Features. By accessing or using the Members-Only Features, you are agreeing to comply with this Membership Agreement, as well as any other agreements and policies that may apply to you, including, without limitation, the BoatQuest Terms of Use and the BoatQuest Privacy Policy. BoatQuest’s acceptance of the Membership Agreement is conditioned upon satisfactory verification and approval by BoatQuest of your eligibility, including, without limitation, your credit information.

2. Effective Date of the Membership Agreement: This Membership Agreement shall take effect as of the Effective Date, defined as the earlier of: (i) the date you accept the terms of this Membership Agreement by clicking the ["I Accept"] button when asked to accept this Membership Agreement on the BoatQuest.com website, or (ii) the date you first access the Members-Only Features on the BoatQuest.com website.

3. Changes to the Membership Agreement: BoatQuest may change the terms of the Membership Agreement and / or the membership subscription fees at its sole discretion by notifying you via e-mail. The changes to the Membership Agreement and / or the membership subscription fees shall be effective as of the first day of the month following the notification to you as set forth above. By accessing the Members-Only Features after receiving the notification of the changes to the Membership Agreement and / or the membership subscription fees, you agree to the terms of the revised Membership Agreement and / or to the revised membership subscription fees.

4. Termination by BoatQuest: BoatQuest may terminate this Membership Agreement, cease providing the Members-Only Features, and / or disable your access to the Members-Only Features at any time and at its sole discretion (the “Termination by BoatQuest”). If, at the time of the Termination by BoatQuest, you are not in breach of the Membership Agreement, BoatQuest shall refund to you the advance payment for the month when the Termination by BoatQuest occurs, prorated for the number of days remaining in that month. If you breach the Membership Agreement, BoatQuest may, at its sole discretion, terminate this Membership Agreement, disable your access to the Members-Only Features, and retain any payments you have made to BoatQuest. In addition, BoatQuest may seek any and all remedies for your breach of the Membership Agreement available to it under the law.

5. Acceptable Use and Confidentiality: You agree that you will not take any of the following actions with respect to the BoatQuest.com website or the Members-Only Features that:

a. disrupt, interfere with, or inhibit use of the BoatQuest.com website or the Members-Only Features;

b. are unlawful, harmful, threatening, abusive, harassing, false, defamatory, libelous, slanderous, obscene, invasive of another’s privacy, or that constitute hate speech or is otherwise offensive, hateful, or abusive toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

c. infringe BoatQuest’s or someone else’s intellectual property rights, including, without limitation, patent, trademark, trade secret, copyright, or right of publicity; d. use any robot, spider, or other such programmatic or automatic device gather, compile, use, download, or otherwise collect any user information or any text, images, audio and video materials, computer code, or other materials available at the BoatQuest.com website. You further agree that you will: a. keep your BoatQuest Username and Password confidential; b. take all necessary steps to prevent any access to or use of the Members-Only Features by any unauthorized parties using your BoatQuest Username and Password; c. accept all responsibility and liability for any actions undertaken by any party using your BoatQuest Username and Password;

d. not share, sell, rent, lease, sublicense, lend, loan, assign, time-share, or transfer your BoatQuest Username and Password;

e. notify BoatQuest immediately upon becoming aware of any theft, loss, or unauthorized use of your BoatQuest Username and Password;

f. not re-sell BoatQuest advertising services;

g. not solicit or receive referral fees from the owners or sellers of vessels listed on the BoatQuest.com website in exchange for referring potential buyers to such owners or sellers. In addition to the foregoing restrictions, you are also bound by the Acceptable Use provision of the BoatQuest Terms of Use.

6. Intellectual Property: BoatQuest enables you to post, upload, and / or submit information, including, without limitation, text and images to the BoatQuest.com website (the “User Submitted Materials”). By posting, uploading, and / or submitting the User Submitted Materials to the BoatQuest.com website, you warrant and represent that you own or otherwise control all necessary rights to the User Submitted Materials, including, without limitation, the right to grant licenses to and assign the User Submitted Materials. While you retain any copyright and other ownership rights that you may own in the User Submitted Materials that you submit to the BoatQuest Website, by posting, uploading, and / or submitting such User Submitted Materials you grant to BoatQuest a non-exclusive, perpetual, royalty-free, worldwide, irrevocable, transferable license to use, display, copy, reproduce, distribute, sublicense, modify, adapt, publish, translate, and create derivative works from your User Submitted Materials, and to incorporate them in other works in any form, media, or technology now known or later developed. You agree that BoatQuest is under no obligation to maintain confidentiality of your User Submitted Materials. No compensation will be paid to you or any other person or entity in connection with your submission of the User Submitted Materials or with BoatQuest’s exercise of its rights under the license described above. BoatQuest also enables you to access text, images, audio and video materials, computer code, and other services, products, and materials on the BoatQuest.com website (the “Content”). You agree that, with the exception of User Submitted Materials, as defined above, BoatQuest owns all rights, title, and interest in and to the Content and the BoatQuest.com website. BoatQuest grants you a limited license to access the BoatQuest.com website and the Members-Only Features, subject to this Membership Agreement and the BoatQuest Terms of Use. This license does not grant you the right to, and you therefore may not copy, reproduce, duplicate, download, republish, sell, resell, or create derivative works from BoatQuest.com website, the Members-Only Features, or any of the Content therein, including, without limitation, boat listings, except as expressly permitted by other provisions of this Membership Agreement, the BoatQuest Terms of Use, or by applicable law. You may not remove or deface any notices of copyright, trademark, or other proprietary rights affixed to the Content.

7. Disclaimer of Warranties: Your use of the BoatQuest.com website, including the Members-Only Features, the Content, and the User Submitted Materials contained within, is at your sole risk. BoatQuest does not warrant and hereby disclaims all warranties that (i) your use of the BoatQuest.com website will be uninterrupted or error-free; (ii) the Members-Only Features, the Content, or the User Submitted Materials are free of viruses, Trojan horses, worms, or other malware; or (iii) the quality of any products, services, or information obtained through the BoatQuest.com website will meet your expectations. You agree that any Members-Only Features, Content, User Submitted Materials, or other materials that you view, download, or otherwise access through the use of the BoatQuest.com website are accessed at your own risk. You agree to be solely responsible for any damage to your computer system or business or loss of data that results from accessing the BoatQuest.com website or any Members-Only Features, Content, or User Submitted Materials therein. The BoatQuest.com website, including the Members-Only Features, the Content, the User Submitted Materials, and any other information, materials, or services are provided on the “as is” and “as available” bases. To the fullest extent permitted by law, BOATQUEST EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, ACCURACY OF DATA, OR NON-INFRINGEMENT OF ANY RIGHTS, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability: IN NO EVENT SHALL BOATQUEST, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES, OR SUBSIDIARIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF GOODWILL, AND LOSS OF DATA, RESULTING FROM OR ATTRIBUTABLE TO (i) ANY ASPECT OF YOUR USE OR MISUSE OF THE BOATQUEST WEBSITE; (ii) YOUR INABILITY TO ACCESS OR USE THE BOATQUEST WEBSITE; (iii) ANY INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE BOATQUEST WEBSITE; (iv) YOUR RELIANCE ON ANY INFORMATION OR REPRESENTATIONS PROVIDED ON THE BOATQUEST WEBSITE OR AT THE OUTSIDE WEBSITES LINKED ON THE BOATQUEST WEBSITE; (v) ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE BOATQUEST CONTENT, USER SUBMITTED MATERIALS, OR THE CONTENT OF THE OUTSIDE WEBSITES LINKED ON THE BOATQUEST WEBSITE; OR (vi) ANY DEFAMATORY, INFRINGING, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. In some jurisdictions, limitations of liability are not permitted. In the event that any part of the above limitation of liability is found to be invalid or unenforceable for any reason, under no circumstances will BoatQuest, its directors, officers, employees, agents, representatives, affiliates, or subsidiaries be liable, in aggregate, for any amount in excess of one month’s subscription fee paid by you during the most recent billing period.

9. Indemnification: You agree to indemnify, defend, and hold harmless BoatQuest, its directors, officers, employees, agents, representatives, affiliates, subsidiaries, successors, and assigns from and against any and all claims, liabilities, losses, expenses, damages, or costs, including, without limitation, reasonable attorneys’ fees and court costs, made by any third party and arising from or attributable to (i) your User Submitted Materials; (ii) your use or misuse of the BoatQuest.com website and / or the Members-Only Features; (iii) your violation of this Membership Agreement or the BoatQuest Terms of Use; (iv) your breach or alleged breach of any of your obligations, representations, or warranties contained in this Membership Agreement; or (v) or your violation of any law or the rights of another. 10. Miscellaneous: This Membership Agreement, Terms of Use, together with the BoatQuest Terms of Use and the BoatQuest Privacy Policy represents the entire agreement with respect to your access to and use of the BoatQuest.com website and the Members-Only Features, and supersede any previous document, writing, agreement,or understanding, whether written or oral, relating to your access to and use of the BoatQuest.com website or the Members-Only Features. BoatQuest’s failure to exercise or enforce any right or provision of this Membership Agreement shall not constitute waiver of such right or provision. This Membership Agreement shall be governed by and construed pursuant to the laws of the State of Florida without giving effect to its principles of conflicts of law. You agree that any dispute arising out of the Membership Agreement shall be brought exclusively in the Federal Court of the United States of America, Southern District of Florida or the in the courts of record of the State of Florida in Broward County. In the event that a court of competent jurisdiction determines that any provision of this Membership Agreement is void, unenforceable, or unlawful, that provision shall be severable from the Membership Agreement, and the remainder of the Membership Agreement will continue in full force and effect. Unenforceability of any provision in a given jurisdiction shall not make that provision unenforceable in any other jurisdiction. BoatQuest may assign its rights and duties under the Membership Agreement to any party at any time without notice to you. You may not assign your rights and duties under these Membership Agreement to anyone without prior written consent of BoatQuest. This Membership Agreement does not create an employment, agency, partnership, franchise, or joint venture relationship between you and BoatQuest.