Partner Terms and Conditions

IMPORTANT: By accessing, using and/or logging onto the YachtClub INC (together with its affiliates, "YachtClub INC") browser-based, online dashboard for Marina Operators, currently located at https://app.theyachtclub.ai/ (the "Marina Dashboard"), you acknowledge and agree, without limitation or qualification, that you have read, understand and agree to be bound by the following terms of use (these "Marina Dashboard Terms"), and that you are authorized, on behalf the entity you represent or with which you are employed or otherwise affiliated (each, a "Marina Operator"), to agree to such Terms on behalf of such Marina Operator.

YachtClub INC Terms and Conditions

In addition to the Marina Dashboard Terms set forth herein, your use of the Marina Dashboard is subject to the YachtClub INC General Website Terms and Conditions, currently located at https://theyachtclub.ai/legal/terms-of-use, the YachtClub INC Privacy Policy, currently located at https://theyachtclub.ai/legal/privacy-policy, and, if applicable, the Marina Services Agreement online terms, currently located at https://theyachtclub.ai/legal/msa, as they may be updated from time to time ("YachtClub INC Terms").

To the extent that these Marina Dashboard Terms conflict with the YachtClub INC Terms, or any other agreement between you and/or Marina Operator, on the one hand, and YachtClub INC or any of its affiliates, on the other hand, these Marina Dashboard Terms shall control. Any terms used but not defined herein shall have the meaning ascribed to such term in the YachtClub INC Terms.

Account Registration and Use

You understand that you may need to register for an account in order to access the Marina Dashboard and retrieve information therefrom. Account information must be accurate, current and complete, and will be governed by the YachtClub INC Terms and these Marina Dashboard Terms. You agree to keep this information up-to-date so that YachtClub INC may send notices, statements and other information by email or through your account and understand that YachtClub INC will reasonably rely on the information detailed in your account to deliver notices, statements and other information.

You and the marina operator or other marine facility entity that you perform services for ("Marina Operator") must ensure that any user IDs, passwords, and other access credentials (such as API tokens) for the Marina Dashboard are kept strictly confidential and not shared with any unauthorized person or entity. You agree, on behalf of yourself and Marina Operator, that if any authorized user ceases to work for Marina Operator, Marina Operator will immediately terminate that person's access to its account and information obtained from the Marina Dashboard.

You and Marina Operator will be held fully responsible for any and all actions taken using its and its users' accounts, passwords or access credentials. You and Marina Operator agree to notify YachtClub INC immediately of any breach of security or unauthorized use of its account. Accounts are granted to specific users and must not be shared with others. If YachtClub INC reasonably believes that you or Marina Operator's use of the Marina Dashboard is in violation of these Marina Dashboard Terms or the Terms, YachtClub INC may immediately suspend your use without notice to you.

Monthly Statement

Notwithstanding anything to the contrary in any other agreement between you and/or the entity you represent or with which you are employed or otherwise affiliated, on the one hand, and YachtClub INC or its affiliates, on the other hand (each, an "Other Agreement"), your use of the Marina Dashboard to obtain monthly statements (including any "Monthly Statements" as defined in such agreements) shall relieve YachtClub INC and its affiliates from any obligation to provide a monthly statement in any other format or pursuant to any other terms of any Other Agreement.

You agree, on behalf of the entity you represent or with which you are employed or otherwise affiliated, that any monthly statement made available through the Marina Dashboard shall be deemed to have been delivered as of the latest date such monthly statement is required to be delivered under any Other Agreement.

Confidentiality

You agree, on behalf of yourself and Marina Operator, that, in connection with your use or access to the Marina Dashboard, you or Marina Operator may receive or have access to commercially valuable technical and non-technical confidential or proprietary information of YachtClub INC and its affiliates, including information in whatever form, relating to the business of YachtClub INC that is not generally known or available to others, including but not limited to, pricing, payment terms and other information concerning YachtClub INC's business operations ("Confidential Information").

Except as expressly allowed herein, you agree, on behalf of yourself and Marina Operator, that you and Marina Operator will hold in confidence and not disclose or use any Confidential Information of YachtClub INC and will similarly bind Marina Operator's other employees and agents. You and Marina Operator agree that:

  • Any customer information you receive from YachtClub INC (which shall be provided in accordance with the YachtClub INC Terms) will be maintained by you and Marina Operator in confidence and in accordance with the YachtClub INC Terms
  • Any Confidential Information received or obtained from YachtClub INC will be the sole and exclusive property of YachtClub INC and may not be used, disseminated or disclosed except as may be required by law
  • If disclosure is required by law, then, to the extent permitted by law, you and Marina Operator agree to provide prompt notice to YachtClub INC and shall reasonably cooperate with YachtClub INC to preserve the confidentiality of the Confidential Information
Exceptions to Confidential Information

Notwithstanding the foregoing, Confidential Information shall not include any information that:

  1. is or becomes generally available to or known to the public through no wrongful act of you, Marina Operator or any of your affiliates, agents or representatives;
  2. was previously known by you or Marina Operator through no wrongful act of you or Marina Operator;
  3. was independently developed by you or Marina Operator without reference to or use of the Confidential Information;
  4. was lawfully disclosed to you or Marina Operator by a third party having no obligation of confidentiality.

Prohibition on Reverse Engineering

On behalf of yourself and Marina Operator, you agree not to disassemble, decompile, reverse engineer or prepare derivative works from any of the information or data located in the Marina Dashboard outside of for your own personal, non-commercial use. You and Marina Operator shall not sell, distribute, cause or allow to pass from your control any information or data from the Marina Dashboard to a third party without written prior approval from YachtClub INC.

Restrictions Relating to Personal Information

To the extent that you or Marina Operator receive from YachtClub INC any personal information of any other person, you and Marina Operator understand and agree that:

  1. Marina Operator is a "service provider" as defined by the California Consumer Privacy Act (the "Act");
  2. you and Marina Operator are prohibited from selling the personal information;
  3. you and Marina Operator are prohibited from retaining, using or disclosing such personal information for any purpose other than for the specific purpose of performing the service(s) relating to Marina Operator's relationship with YachtClub INC, including retaining, using or disclosing such personal information for a commercial purpose other than providing such service(s);
  4. you and Marina Operator are prohibited from retaining, using or disclosing such personal information outside of the direct business relationship between you/Marina Operator and YachtClub INC;
  5. for the avoidance of doubt, you and Marina Operator will not further collect, sell or use such personal information except as necessary to perform the business purpose (as such term is defined in the Act).

If YachtClub INC is required to direct you or Marina Operator to delete such personal information, you and Marina Operator agree to comply with such request in accordance with the Act. On behalf of yourself and Marina Operator, you hereby certify that you and Marina Operator understand the restrictions set forth herein and that you and Marina Operator will comply with them.

Release

You agree, on behalf of yourself and Marina Operator, to release YachtClub INC and its affiliates, and their respective manager(s), officers, member(s), employees, agents and representatives, from any and all claims, demands, losses and damages of every kind and nature, whether known or unknown, arising out of or in any way relating to the failure to deliver any monthly statement under any Other Agreement between YachtClub INC, the Marina Dashboard, your use of the Marina Dashboard, other users' use of the Marina Dashboard and any dispute or defense you have or claim to have against us or one or more users of the Marina Dashboard.

Indemnity

You agree to indemnify and hold us, our managers, members, officers, employees, agents and representatives harmless from any loss, liability, claim or demand, including reasonable attorneys' fees and costs, due to or arising out of your breach of these Marina Dashboard Terms.

Self Service Feature

As a marina operator, manager and/or owner, you set the prices for your marina services and slip rental listings. If you choose to adjust your pricing or any other features of your listings (to the extent such functionality is available) via YachtClub INC's "self-service" feature ("Self Service Feature"), you may do so as often as you desire before a booking is purchased for the applicable listing. If you cannot adjust pricing or another available feature for your listing before a booking has been purchased, you should contact your account manager for additional assistance.

Pricing Compliance and Liability

When setting the pricing of your marina services and slip listings, you understand and agree that it is your responsibility to comply with all applicable laws, statutes, and regulations. You further understand and agree that YachtClub INC and its affiliates, and their respective manager(s), officers, member(s), employees, agents and representatives, shall not be responsible or liable for, and you release them from any claims relating to, any errors, financial loss, or damages of any kind that may result from your use of the Marina Dashboard, including with respect to your use of the Self Service Feature to set or adjust pricing for your marina services and slip listings.

It is always your responsibility to verify that all details and pricing listed are accurate. If you discover that anything posted for your listing is inaccurate, you agree to contact your account manager promptly to correct your listing.

Self Service Feature Disclaimers

We offer the Self Service Feature "as is" and are not making any warranties, conditions, representations or guarantees of any kind, whether express, implied, statutory or otherwise, including all express or implied warranties of design, merchantability, fitness for a particular purpose, title, quality and non-infringement, that our Self Service Feature will meet your requirements or that our Self Service Feature will always be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free.

Use our Self Service Feature is at your own risk. YachtClub INC will not be liable for indirect, punitive, incidental, special, consequential or exemplary damages, or for loss of profits, goodwill or data or other intangible losses, that result from your use of, or inability to use, the Self Service Feature.

Taxes

When applicable, the amount of taxes related to Marina Operator's service bookings and slip rentals that YachtClub INC calculates and remits on behalf of Marina Operator will be summed for reference under the Accounting Tab in the Marina Dashboard. In the event Marina Operator has questions regarding the total calculated tax amount, Marina Operator agrees to contact Marina Operator's account manager promptly.

Tax Information Disclaimer: While YachtClub INC endeavors to provide accurate information at all times, all tax amounts are provided as-is without any warranties or assurances regarding accuracy. Where YachtClub INC remits tax on behalf of Marina Operator, Marina Operator understands that, notwithstanding such remittance service provided by YachtClub INC, Marina Operator shall at all times bear the ultimate economic responsibility for all such tax amounts. YachtClub INC cannot and does not offer tax-related advice to you.

General

These Marina Dashboard Terms shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its choice or conflict of laws provision. You may not assign, in whole or in part, these Marina Dashboard Terms without the prior written consent of YachtClub INC, provided that you may assign this agreement, with notice to YachtClub INC, in connection with the sale of all or substantially all of such party's equity, business or assets.

You agree that these Marina Dashboard Terms may be automatically assigned by YachtClub INC, in our sole discretion by providing notice to you. Subject to the foregoing, these Marina Dashboard Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.

Amendment Process

YachtClub INC may amend these Marina Dashboard Terms from time to time. Amendments will be effective upon YachtClub INC's posting of such updated Marina Dashboard Terms at this location. Your continued access or use of the Services after such posting confirms your consent to be bound by the Marina Dashboard Terms, as amended.

If YachtClub INC changes these Marina Dashboard Terms after the date you first agreed to the Marina Dashboard Terms (or to any subsequent changes to these Marina Dashboard Terms), you may reject any such change by providing YachtClub INC with written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Last Updated" date below.

In order to be effective, the notice must include the full Marina Operator name and clearly indicate your intent to reject changes to these Marina Dashboard Terms. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of these Marina Dashboard Terms as of the date you first agreed to the Marina Dashboard Terms (or to any subsequent changes to these Marina Dashboard Terms).

If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of these Marina Dashboard Terms.

Except as explicitly stated otherwise, any notices to YachtClub INC shall be given by certified mail, postage prepaid and return receipt requested to YachtClub INC, Attn: Legal Department by email to legal@theyachtclub.ai.