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Boats.com Terms of Use

IMPORTANT! PLEASE READ CAREFULLY. THIS IS A CONTRACT. IN CONSIDERATION FOR PROVIDING YOU ACCESS TO BOATS.COM SERVICES AND WEB SITES, INCLUDING WEBSITES AVAILABLE ONLY TO BOATS.COM CUSTOMERS (COLLECTIVELY, THE "Web sites"), YOU AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET FORTH BELOW (THE "TERMS OF USE"). PLEASE ALSO READ CAREFULLY THE BOATSCALLING TERMS OF USE AVAILABLE HERE.

The Web sites are owned and operated by Trader Publishing Company ("Boats.com"). By signing the Boats.com Premium Dealer Service Agreement, you agree that you have entered into a binding agreement on behalf of your dealership ("Dealer") with Boats.com and its affiliates (collectively, "Boats.com") and hereafter together (the "Parties") based on the Terms of Use as follows. By accepting these Terms of Use, you warrant that you are authorized to execute the Terms of Use on behalf of your dealership and to bind your dealership to them.

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 above 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.

Boats.com agrees to provide the following fee-based services ("Premium Dealer Services") subject to payment of fees set forth in the Boats.com Premium Dealer Service Agreement:
  1. Provide access to BoatsCentral, an inventory and Website management system allowing Dealers to control their pre-owned inventory, identify new models and new models in-stock, as presented by the Affiliate OEMs, and edit their products, services, contact information and company presentation, and/or other related services as may be mutually agreed by the Parties.
  2. Provide a Premium Boats.com showroom including welcoming text describing the company.
  3. Display a logo of each Affiliate OEM the dealer represents on their Premium Boats.com showroom.
  4. Provide a link from each Affiliate OEM logo to the list of new boat models as, and if, provided by the Affiliate Brand.
  5. Provide a "New Boat Showroom" page accessed by a link from the Premium Boats.com showroom header, so buyers can:
    1. view new boat model listings as represented by the Affiliate OEM
    2. identify the models in stock as indicated by the Dealer
    3. view unlimited number of previous year new models as represented by Dealer
  6. Provide a "Pre-owned Boats" page accessed by a link from the Premium Boats.com showroom header, so buyers can find an unlimited number of Dealers pre-owned boat listings.
  7. Supply a link to the Dealer's Premium Boats.com showroom from the OEM dealer locator, providing that the OEM has provided or confirmed the Dealer Affiliate's name to Boats.com as part of the Affiliate OEM BoatsResults membership program with Boats.com.
Term, Activation, Price, Payment Terms and Termination
  1. The Premium Dealer Service will be deemed activated (Activation Date) after the Dealer signs the Boats.com Premium Dealer Service Agreement. The Service Activation Date shall initiate the monthly billing cycle. The Agreement is for a minimum term of twelve months and shall be renewed automatically thereafter for another twelve month period unless the Dealer or Boats.com gives the other party at least thirty (30) days written notice.
  2. Boats.com reserves the right to increase rates at any time.
  3. Boat Listings may be reviewed by Boats.com before being posted on the site. If a Boat Listing does not pass the Boats.com review process, Dealer will be notified by email at which time Dealer may modify the listing and resubmit it. Listings may not contain an email address or phone number or URL somewhere other than in the designated "Contact Information" section of the listing.
  4. Dealer shall pay fees associated with the Premium Dealer Services, as outlined in the Boats.com Premium Dealer Service Agreement.
  5. 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's non-payment of amounts due hereunder, (ii) Dealer'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, (iv) the initiation by or against Dealer of any proceeding for relief under the Bankruptcy Code, the insolvency of Dealer, or the appointment by a court of competent jurisdiction of a receiver of Dealer's property, or (v) Dealer'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 of any liabilities or payment obligations under this agreement up to including the date of termination.
  6. Boats.com reserves the right to add enhancements or new services at any time which may result in additional charges.
Intellectual Property

As between Boats.com and Dealer, Dealer shall own or have a license to use all descriptive text and photographs ("Materials") provided by Dealer 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 are accepted by Boats.com upon the representation by Dealer 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 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. Boats.com agrees to indemnify and hold Dealer, its officers, directors, employees, and any third parties affiliated with Dealer 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.

Except as expressly set forth herein, as between Boats.com and Dealer, 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 Website may be reproduced, published, copied, transmitted, or distributed in any form or by any means without written approval from Boats.com.

Dealer is hereby granted a nonexclusive, nontransferable, revocable, limited license to view, reproduce, print, and distribute materials retrieved from the Premium Boats.com showroom provided that (a) such materials are used only for informational, non-commercial purposes, and (b) Dealer 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's ownership interest in the Materials. Dealer hereby grants to Boats.com a limited, non-exclusive license to use Dealer's name in promoting the Paid Services.

Confidentiality

Dealer's confidential use of this site cannot be guaranteed by Boats.com. Dealer 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 or any person may suffer as a result of a breach of confidentiality with respect to Dealer's use of this site. If Dealer does send any such information or material to Boats.com or through this site, Boats.com will presume it is not confidential. By sending Boats.com Information, Listings, or Material, Dealer grants Boats.com an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials or information, and Dealer 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.

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, FREE SERVICE AND 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 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.

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.

The 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 denies 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, and all other areas 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.

Miscellaneous

This Terms of Use does not create a joint venture, partnership, employee, agency, franchise, or representative relationship among Dealer, Boats.com, and/or any third parties. Dealer 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 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, or by written agreement signed by both Boats.com and Dealer. 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 or 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.

Revisions to Terms of Use:

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. By using this site you agree to be bound by such revisions.

Privacy

Our privacy policy is described in the BoatsCentral Privacy Statement. Please refer to it to learn about Boats.com information collection practice.

2/22/08
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