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| This web-site is owned and operated by Boats.com, a division of Boats.com, Inc., and its affiliates (collectively, "Boats.com"). The use of this web site by you on behalf of your dealership is governed by the terms and conditions set forth below (the "Terms of Use"). Please read them carefully. |
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| By pressing the "I ACCEPT" button at the end of this Terms of Use, you agree that you have entered into a binding agreement on behalf of your dealership (which shall be identified on the registration page to follow) with Boats.com, based on the Terms of Use. By pressing the "I ACCEPT" button, you also agree that you have entered into a binding amendment on behalf of your dealership (which shall be identified on the registration page to follow) with Boats.com to the terms and conditions of any other contracts or agreements that may be in effect between your dealership and Boats.com regarding the subject matter of this Terms of Use, based on the Terms of Use. To the extent of any conflict between those other contracts or agreements and the Terms of Use, the Terms of Use will supersede the terms of those contracts or agreements. You represent, by pressing "I ACCEPT" that you are authorized to execute the Terms of Use on behalf of your dealership and to bind your dealership to them. |
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| Boats.com reserves the right, in its sole discretion, to revise the Terms of Use or related Services Pricing Sheet or other terms and conditions regarding fee-based services at any time. A link to revisions will be posted at the home page of Boats.com and it is your responsibility to check that page regularly to learn about the revisions. By using this site following the revision of the Terms of Use, you agree to be bound by such revisions. If you find the Terms of Use to be unacceptable to you, you must immediately terminate your use of this web site. |
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| Whereas Boats.com is in the business of providing information and facilitating electronic commerce for marine products and services on the www.boats.com website (the "Website"), and whereas Boats.com wishes to uphold the principles outlined in the Marine Industry Guidelines; and whereas the undersigned Dealer with the name and address set forth on the registration page to follow ("Dealer Affiliate") and together with Boats.com (the "Parties") is in the business of promoting, selling, and servicing any combination of boats, engines, boating equipment and other marine products and services; now, therefore, the Parties wish to grant each other certain rights in furtherance of providing information and facilitating electronic commerce for marine products and services through the Website on the terms and conditions set forth in this Terms of Use. |
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Boats.com agrees to provide the following services, free of charge (the "Free Services"):
- display on the Website information in a format that Boats.com may specify ("Information") which will consist of the following:
- name, address, phone, fax, and contacts for Dealer Affiliate;
- listings of the new boat brand names and new engine brand names the Dealer Affiliate is authorized by Manufacturer to sell;
- listings of the brand names for marine parts and accessories the Dealer Affiliate is authorized to sell; and
- any services available from the Dealer Affiliate;
- provide Dealer Affiliate with a "framed link" from the pre-owned boats/ parts/ accessories/ services pages and Dealer Information page of the Website to the Dealer Affiliate's website for such product/ accessories/ services the Dealer Affiliate offers to consumers;
- provide Dealer Affiliate with Website general traffic information ("General Traffic Information") including (i) total visitors, (ii) total page views, and (iii) the names of the top ten pages visited; and
- operate the Website and attain average availability performance (as measured by home page download times) equal to the average of the top 100 websites on the Internet.
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Dealer Affiliate agrees to do the following, free of charge:
- provide and keep current for use on the Website the "Information" that Boats.com agrees to display free of charge. Furthermore, Dealer Affiliate represents that it shall be authorized by a Manufacturer to represent its product lines for New Boats or New Engines. The format that Information shall be provided to Boats.com in will be either Dealer Affiliate's direct input into the Website or via a mutually agreed to electronic format; and
- grant Boats.com the non-exclusive right to use, reproduce and make publicly accessible the Information on the Website and in other electronic and print formats; excepting any information considered Confidential or Proprietary by the Dealer Affiliate or the Manufacturer.
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Boats.com agrees to provide the following fee-based services (the "Paid Services"), subject to payment of fees set forth on Boats.com's then current "SERVICES PRICING" sheet (available on this site after you've accepted these Terms of Use and before you list a boat):
- provide Dealer Affiliate with the option to receive detailed information about traffic specific to Dealer Affiliate's pre-owned products and services ("Detailed Traffic Information") on the pre-owned boat, pre-owned engine and product/accessories/directory pages of the Website. Boats.com agrees not to share any Detailed Traffic Information pertaining to a particular Dealer Affiliate with any other Dealer Affiliate.
- provide Dealer Affiliate with a "pre-owned boats for sale" or a "pre-owned engine for sale" display (i.e., a listing) in the pre-owned boats or pre-owned engine page(s) of the Website ("Listings"). To list pre-owned boats on the Website, a dealer must sign up with Boats.com for a minimum of six months. After the initial six-month period, a dealer account will automatically be extended for successive additional one-month periods. Either party may terminate this agreement at any time by giving 30 days written notice to the other party.
To list pre-owned boats on the Website, a dealer must sign up with Boats.com for a minimum of six months. After the initial six-month period, a dealer account will automatically be extended for successive additional one-month periods. Either party may terminate this agreement, however, at any time by giving 30 days written notice to the other party.
Beginning March 1, 2001, the fee for listing boats on the Website is $100 per month, regardless of the number of boats listed. Dealer Affiliate will be charged or billed, depending on the option selected during the registration process, on the first day of each month. Dealer Affiliate will not be charged or billed unless and until Dealer Affiliate lists a boat.
All Boat Listings are reviewed before being posted on the site. If a Boat Listing does not pass the Boats.com review process, Dealer Affiliate will be notified by email at which time Dealer Affiliate may modify the listing and resubmit it. The following are guidelines to keep in mind when creating a Boat Listing. Listings may not:
- contain an email address or phone number somewhere other than in the designated "Contact Information" section of the listing;
- contain a URL;
- contain profanity;
- contain nudity;
- include photos that are inappropriate for the listing.
- provide Dealer Affiliate with the option to construct, maintain, and service a web-site, including web-site management system(s) and/or other related services ("Dealer Affiliate Website Package") as may be mutually agreed by the Parties
- provide Dealer Affiliate with the option to receive a syndicated information service including features, news and weather information ("Syndication Service").
- provide Dealer Affiliate with the option to place advertisements at the Website, subject to terms and conditions to be mutually agreed by the Parties, provided that Dealer Affiliate warrants and represents that such advertisements are consistent with the Dealer Affiliate's agreements with the New Boat or New Engine manufacturers it is authorized to represent.
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| Price and Payment Terms |
Dealer Affiliate shall pay fees associated with the Paid Services, as outlined in Boats.com's then-current Services Pricing Sheet. Boats.com reserves the right from time to time to change its pricing without prior written notice or obligation.
Beginning March 1, 2001, the fee for listing boats on the Website is $100 per month, regardless of the number of boats listed. Dealer Affiliate will not be charged or billed unless and until Dealer Affiliate lists a boat.
Unless otherwise agreed in writing, Boats.com requires advance payment of the first month's fees for any Paid Services. Thereafter, Boats.com will invoice fees monthly in advance. All payments are net 30 days from the date of the invoice. A late payment charge of 1.5% per month on the outstanding unpaid amounts, compounded daily, will be charged on any past due amounts. Dealer Affiliate shall reimburse Boats.com for all amounts expended in collecting past-due accounts, including Boats.com's reasonable attorney's fees and court costs. |
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| Intellectual Property |
As between Boats.com and Dealer Affiliate, Dealer Affiliate shall own or have a license to use all descriptive text and photographs ("Materials") provided by Dealer Affiliate to Boats.com. Boats.com shall not acquire ownership to the Materials but shall have the limited, non-exclusive right to display any such Materials on the Website and on any other Boats.com affiliated websites.
Materials, and other intellectual property if any, supplied by the Dealer Affiliate are accepted by Boats.com upon the representation by Dealer Affiliate that it has the right to publish said Materials and other intellectual property without infringing the rights of any third party and without violating any law. Dealer Affiliate agrees to indemnify and hold Boats.com, its officers, directors, employees, and any third parties affiliated with Boats.com harmless from and against any and all third party claims including reasonable attorneys' fees, related to or arising from the authorized use of Materials and other intellectual property provided to Boats.com by Dealer Affiliate. Boats.com agrees to indemnify and hold Dealer Affiliate, its officers, directors, employees, and any third parties affiliated with Dealer Affiliate harmless from and against any and all third party claims including reasonable attorneys' fees, related to or arising from Boats.com's unauthorized use of Materials and other intellectual property provided to Boats.com by Dealer Affiliate.
Except as expressly set forth herein, as between Boats.com and Dealer and Affiliate, Boats.com shall own or have a license to use all intellectual property related to the Website including, but not limited to, software, site designs, information content, data structures and formats, graphics, and all other intellectual property used to provide the Paid Services ("Site Structure and Content") but excluding the Materials.
Except as expressly provided in this Terms of Use, nothing contained in this website shall be construed as conferring any license or right, expressly, by implication, by estoppel or otherwise, under any of Boats.com's intellectual property rights, or under any third party's intellectual property rights, and no part of this web site may be reproduced, republished, copied, transmitted, or distributed in any form or by any means without written approval by Boats.com.
Dealer Affiliate is hereby granted a nonexclusive, nontransferable, revocable, limited license to view, reproduce, print, and distribute materials retrieved from this web site provided that (a) such materials are used only for informational, non-commercial purposes, and (b) Dealer Affiliate does not remove or obscure the copyright notice or other notices displayed on such materials. Any rights not expressly granted herein are reserved.
Following any termination of Paid Services, all Site Structure and Content will remain the property of Boats.com, subject to Dealer Affiliate's ownership interest in the Materials. Dealer Affiliate hereby grants to Boats.com a limited, non-exclusive license to use Dealer Affiliate's name in promoting the Paid Services.
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| Confidentiality |
| Dealer Affiliate's confidential use of this site cannot be guaranteed by Boats.com. Dealer Affiliate agrees not to send any information that it considers to be confidential or proprietary to Boats.com or through this website and Boats.com is not responsible for any harm that Dealer Affiliate or any person may suffer as a result of a breach of confidentiality with respect to Dealer Affiliate's use of this site. Please note that if Dealer Affiliate does send any such information or material to Boats.com or through this site, Boats.com will assume it is not confidential. By sending Boats.com Information, Listings, or Material, Dealer Affiliate grants Boats.com an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials or information, and Dealer Affiliate also agrees that Boats.com is free to use any ideas, concepts, know-how or techniques that Dealer Affiliate sends to Boats.com for any purpose. |
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| Interactive Areas |
| All Information and Listings provided to Boats.com by Dealer Affiliate are the sole responsibility of Dealer Affiliate. Boats.com does not control the Information or Listings and, as such, does not guarantee the accuracy, integrity or quality of such Information or Listings. Information and Listings posted in the Interactive Areas are not confidential and Boats.com may use or reproduce such Information and Listings as it sees fit. Boats.com cannot and will not monitor all of the postings in the Interactive Areas, but does reserve the right (but assumes no obligation) to delete, move or edit any LISTINGS that come to its attention that are considered by it unacceptable or inappropriate, whether for legal or other reasons. Boats.com HAS NO LIABILITY OR RESPONSIBILITY TO BOATS.COM USERS, DEALER AFFILIATE, OR ANY OTHER PERSON OR ENTITY FOR CONTENT POSTED ON ITS WEB SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS, OMISSIONS OR MISREPRESENTATIONS IN ANY CONTENT. Dealer Affiliate agrees that it will not use the Interactive Areas to: |
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Violate any local, state, national or international laws; |
| 2. | Post material that infringes the intellectual property rights, including without limitation, trademark, copyright, patent and trade secret rights, of others; |
| 3. | Post material that infringes the privacy or publicity rights of others; |
| 4. | Post information that the user knows to be false or misleading; |
| 5. | Post material that is unlawful, obscene, defamatory, threatening, harassing, abusive, hateful, tortious, libelous, vulgar, invasive of another's privacy, racially, ethnically or otherwise objectionable or embarrassing to a third party; |
| 6. | Post chain letters, junk mail, pyramid schemes, spam or other forms of advertisements or solicitations; |
| 7. | Collect or store personal data about others; |
| 8. | Impersonate another person, whether a third party or a Boats.com representative or moderator; or falsely state or otherwise misrepresent user's affiliation with a person or entity; |
| 9. | Engage in any conduct that limits any other person from using or enjoying the Interactive Areas; |
| 10. | Engage in any conduct that, in Boats.com's opinion, exposes Boats.com or any of its affiliates, customers or suppliers to any liability or detriment of any type; |
| 11. | Alter, delete, interfere with or otherwise damage any Boats.com site content. |
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| Term, Activation and Termination of Free Services |
| This Terms of Use provides for an initial minimum term of thirty (30) days, commencing on the activation of the Free Services, regardless of whether any Paid Services are provided, unless otherwise specified and shall be automatically renewed monthly thereafter unless terminated by Dealer Affiliate or Boats.com upon 30 days prior written notice, including delivery by electronic mail. |
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| Term, Activation and Termination of Paid Service |
| Any Paid Service Agreement(s) shall be for an initial minimum term of six (6) months commencing on the activation of Paid Service and billed monthly, unless otherwise specified, and shall be automatically renewed monthly thereafter. Notwithstanding any of the above, the Paid Service may be terminated by Dealer Affiliate or Boats.com upon 30 days prior written notice, including delivery by electronic mail. The Paid Services will be deemed activated when Boats.com notifies Dealer Affiliate that the Paid Services are available. The date of activation shall initiate the monthly billing cycle. Boats.com reserves the right to interrupt or discontinue any or all Paid Services upon five (5) days' written notice and without liability to Boats.com in the event of (i) Dealer Affiliate's non-payment of amounts due hereunder, (ii) Dealer Affiliate's breach of any provision of this Terms of Use, (iii) the illegal or fraudulent use or other abuse of the Free Services, the Paid Services or the Website by Dealer Affiliate, (iv) the institution by or against Dealer Affiliate of any proceeding for relief under the Bankruptcy Code, the insolvency of Dealer Affiliate, or the appointment by a court of competent jurisdiction of a receiver of Dealer Affiliate's property, or (v) Dealer Affiliate's termination by Manufacturer but only to the extent of services associated with such Manufacturer's products or content. Termination of the Paid Services shall not relieve Dealer Affiliate of any liabilities or payment obligations under this agreement up until the date of termination. |
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| Limits of Liability |
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE PAID SERVICES, FREE SERVICES AND SITE STRUCTURE ARE PROVIDED "AS IS," AND BOATS.COM MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, CONCERNING THE PAID SERVICE AND FREE SERVICE AND THE SITE CONTENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER RIGHTS OR FITNESS FOR A PARTICULAR PURPOSE. Dealer Affiliate acknowledges that (i) the Paid Service or Free Service may be temporarily interrupted, curtailed, or degraded due to Internet capacity or equipment limitations, equipment modifications, upgrades, relocations or repairs, and (ii) Internet data is capable of being intercepted by third parties. Boats.com has no control over and is not liable or responsible for actions of Internet systems operators and service providers or acts of God that create a delay or interruption of the Paid Service or Free Service. Boats.com makes no warranties regarding the purpose or value of email or other on-line methods of communication inherent in or added to the Paid Services or Free Services.
This site may include inaccuracies, outdated information, defects, omissions and/or other errors. Boats.com does not make any representations regarding the use of this site's content including its accuracy, reliability or correctness. Boats.com reserves the right to modify the information displayed on this website but it does not make any commitment to update the information displayed on this web site.
This website provides links to other websites that are completely independent of this website. Boats.com makes no representation or warranty as to the content, ownership or legality of any such linked websites. In no event should any link to another website be construed as an endorsement by Boats.com of that website, or of the products or services described therein. Boats.com expressly disclaims any liability for third party information or opinions posted on this website or any linked websites that arises under criminal or civil laws relating to defamation, intellectual property infringement, privacy, obscenity, or any other area of law.
Users of this website should not rely upon opinions expressed at this website when making business, financial, personal or any other decisions.
BOATS.COM'S LIABILITY HEREUNDER, IF ANY, SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE MONTHLY SERVICE FEE PAID BY THE DEALER AFFILIATE TO BOATS.COM FOR THE MONTH IN WHICH THE DEFECT OR BREACH OCCURRED.IN NO EVENT SHALL BOATS.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AFFILIATES, SUBSIDIARIES, SUCCESSORS, OR ASSIGNS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, AND LOSS OF PROGRAMS OR OTHER DATA ON ANY INFORMATION PROCESSING SYSTEM) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS WEB SITE, OR USE OF ANY LINKED WEB SITE. |
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| Miscellaneous |
| This Terms of Use does not create a joint venture, partnership, employee, agency, franchise, or representative relationship among Dealer Affiliate, Boats.com, and/or any third parties. Dealer Affiliate may not assign any Paid Service Agreement or any rights or responsibilities under this Terms of Use. This Terms of Use and related pricing information or Paid Service Agreements constitute the entire agreement between Boats.com and Dealer Affiliate and may be amended from time to time by the Terms of Use on the Boats.com site, as reviewed and agreed to by Dealer Affiliate, or by written agreement signed by both Boats.com and Dealer Affiliate. This Terms of Use shall be construed and enforced in accordance with the laws of the State of Illinois without regard to its conflicts of laws provisions. Any disputes or controversies arising out of the Terms of Use shall be subject to the exclusive jurisdiction of the Federal Courts of the United States of America and/or the State Courts of Illinois and the venue for such disputes shall rest solely with the State or Federal Courts of Illinois. Any provision of the Terms of Use that is determined by a court of competent jurisdiction to be unenforceable in any jurisdiction shall be severable from the Terms of Use in that jurisdiction without in any way invalidating the remaining provisions of the Terms of Use. The unenforceability of any provision in a given jurisdiction shall not make that provision unenforceable in any other jurisdiction. |
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| Privacy |
| Our privacy policy is described in the Boats.com Privacy Statement. Please refer to it to learn about Boats.com information collection practice. |
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