Terms & Conditions
By registering for a Membership (“Membership”) through the Yacht Services Now (“YSN”) website (“Website”) or otherwise, the registrant (“Registrant”) agrees to the terms and conditions of this Membership Agreement (as amended from time to time, this “Agreement”). YSN reserves the right to amend this Agreement at any time. These modifications become effective once updated on the Website.
1. Membership Listing. By completing the sign-up process for a member account (“Member Account”) to be listed on YSN’s Website directory (the “Service”), or by otherwise using the website, Registrant agrees to be bound by this Agreement. The individual that submits the Registrant’s registration information to YSN represents and warrants to YSN that the individual has the capacity to enter into contracts that are not voidable because of the individual’s age at the time of entering the contract, and has the power to and is duly authorized by the Registrant to register Registrant for the Service. If any information provided by or on behalf of Registrant is untrue, inaccurate, not current or incomplete, YSN may terminate Registrant’s listing and refuse any and all current or future inclusion in the Website.
2. Information. In this Agreement, “Information” means all content, regardless of form or substance, posted by Registrant to the “Member Profile” for its Member Account, or by any person acting under Registrant’s direction, or by use of Registrant’s Member Account password or other credential. Registrant agrees to comply with all Information Guidelines adopted by YSN from time to time, and further agrees that YSN may edit Information posted by Registrant to comply with YSN Information Guidelines. Registrant acknowledges and agrees that YSN may access Registrant’s Member Account and any contents and Information in Registrant’s Member Profile as necessary to identify or resolve technical problems or respond to other issues related to the Website.
3. Registrant Responsibility. Registrant agrees that (a) Registrant alone is responsible for the use of Registrant’s Member Account and for all Information contained in Registrant’s Member Profile, including but not limited to assuring the accuracy, relevance, and non-deceptiveness of the Information, infringement or non-infringement of the intellectual property rights, privacy rights, publicity rights, and other rights of third persons, and for fulfilling all offers, sales, services, or other undertakings of Registrant to any third party who contacts Registrant or who are contacted by Registrant as a direct or indirect result of Registrant’s listing on the Website, (b) Registrant shall maintain and update all Information so it is always true, accurate, not deceptive or misleading, and current, (c) Registrant shall keep its password confidential, and not allow any other person, company or entity to use its account, and (d) Registrant shall notify YSN promptly if Registrant has any reason to believe that the security of its Member Account has been compromised. Registrant agrees and acknowledges that YSN is not responsible for any loss, damage or corruption of any of the Information, and that YSN is not responsible for Information being true, accurate, not deceptive or misleading, and current. Registrant also acknowledges and agrees that YSN is not a party to or in no way responsible for any products sold or services provided by Registrant to its customers obtained directly or indirectly by means of the Website.
4. Intellectual Property. Registrant acknowledges that save and except for the intellectual property rights, if any, that Registrant owns in its Information, Registrant does not claim any trademark, copyright, patent, trade secret, or other intellectual property or proprietary right in any work of authorship, invention, device, other content or aspect of the Website (as between Registrant and YSN (“YSN Property”), and agrees not to copy, distribute copies of, reproduce, display, create derivatives or adaptations of, make, have made, or otherwise use YSN Property.
5. Right to Use Registrant’s Information. Registrant grants to YSN, and its parents, subsidiaries, affiliates, successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license under Registrant’s copyrights and other intellectual property rights, if any, to all Information in Registrant’s Member Profile to store, publish, distribute copies of, display and reproduce, permit download of all or part of, and otherwise use such Information in any and all media and in any manner in connection with the Service.
6. Unauthorized Access or Endorsement. Registrant shall not attempt to gain unauthorized access to any servers controlled by YSN. Registrant shall not engage in any activity that interferes or disrupts the Website or the servers that host the Website. Registrant may not use data mining, robots, screen scraping or similar data gathering or extraction tools on the Website. Registrant acknowledges that its Member Account, or directory listing, on YSN’s the Website, maintained by YSN does not constitute an endorsement by YSN of Registrant or its goods or services, and Registrant agrees not to imply or state that it is affiliated with or endorsed by YSN without the express written consent of YSN.
7. Fees. YSN reserves the right to charge Registrant a recurring monthly, quarterly or yearly Member Account fee (“Recurring Fee”) in connection with the Service. If the charge is refused, YSN may, in its sole discretion, terminate Registrant’s Member Account and the Service. If Registrant accepts the charges, it is Registrant’s responsibility to keep payment information current. YSN reserves the right to change the Recurring Fee, on a going-forward basis, at any time, and to change the Service at any time. All fees are payable in U.S. Dollars. At YSN’s sole discretion. Late payments shall bear interest at the rate of one percent (1.5%) per month (or the highest rate permitted by law, if less). In the event of any failure by Registrant to make payment, Registrant shall be responsible for all reasonable expenses (including attorneys’ fees and costs) incurred by YSN in collecting such amounts.
8. Refunds. Recurring Fees are non-refundable upon cancellation or termination of the Service regardless of the reason for termination or who terminates the Service.
9. Term. The term of this Agreement shall be one (1) month commencing on the date that Registrant signs up for a Member Account (the “Start Date”). The term shall automatically renew on each Start Date anniversary, unless either party provides notice of non-renewal in accordance with Section 12 below; provided, however, that to qualify for each renewal, Registrant must at the time of renewal be in substantial compliance with the material terms and conditions of this Agreement. YSN shall have the right, but not the obligation, to review any Registrant Profile for compliance with the Agreement as part of the renewal process, or at any time.
10. Termination. Either party, in its sole and absolute discretion, may give written notice of termination of this Agreement with or without cause and without stating any reason therefor.
11. Termination for Breach. Either party may terminate the Agreement on ten (10) days’ notice if the other party has materially breached or is otherwise not in compliance with any provision of the Agreement, and such breach or noncompliance is not cured within such ten (10) day period. YSN reserves the right to immediately suspend Registrant’s access to Registrant’s Member Account and to the Service until such breach or noncompliance is cured. YSN further reserves the right to suspend or delete the Information in Registrant’s Member Profile including any publicly facing Information until such non-compliance is cured.
12. YSN Right to Refuse or Terminate. Notwithstanding Section 13, YSN reserves the right to terminate this Agreement immediately, and without extending any right to cure to Registrant, if YSN believes, in its sole discretion, that Registrant: (1) is engaged in illegal activities or the sale of illegal or harmful goods or services, or is engaged in activities or sales that may damage the rights or reputation of YSN or others; or (2) has become the subject of a government complaint or investigation.
13. Deletion of Information. Upon termination, YSN may, but is not obligated to, delete from its servers or the Website any or all Information contained in Registrant’s Member Profile and that may relate to any information in Registrant’s Member Account with YSN.
14. Survival. The provisions of Sections 18, 19 and 20 shall survive any termination of the Agreement, as well as any other provision the meaning and sense of which is necessary to survive in order to achieve the objectives of the parties hereunder.
15. Promotional Materials. During the term of this Agreement, Registrant grants to YSN a non-exclusive, worldwide, royalty-free, perpetual license to use Registrant’s name and logo for the purpose of identifying Registrant as a recipient of the Service and a participant on the Webstite and in YSN’s other promotional materials.
16. Registrant Details. Registrant agrees that YSN may disclose information about Registrant and Registrant’s Member Profile not only as required to include Registrant on the Website, but also if YSN, in good faith, believes that such action is reasonably necessary: (a) to comply with the requirements of any law, regulation, order, writ, subpoena, or discovery request; (b) to enforce any provision of the Agreement; or (c) to protect the rights or interests of YSN or users of its Website.
17. Maintenance and Support. Registrant can obtain assistance with any technical difficulty that may arise in connection with Registrant’s utilization of the Website or Member Accounts by requesting assistance by email to email@example.com. YSN reserves the right to establish limitations on the extent of such support, and the hours at which it is available, and to charge a support fee (“Support Fee”) in its sole discretion.
18. Indemnity. Registrant agrees to indemnify, defend and hold harmless YSN, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, assigns, successors, representatives and agents, from any claim, demand, action, liability, loss, expense, damage or cost, including but not limited to reasonable attorney’s fees and costs, made by any party due to or arising out of Registrant’s use of Website and Member Account; any person’s use of Information in Registrant’s Member Profile; any content, material or otherwise linked to or referred to from Registrant’s Member Profile, any act or omission to act of Registrant that violates any provision of this Agreement; or any violation or alleged violation of any rights of another, including but not limited to Registrant’s use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Registrant’s profile. YSN reserves the right to assume the exclusive conduct of its defense and control of any matter otherwise subject to indemnification by Registrant but doing so shall not otherwise excuse Registrant’s obligations under this Section.
19. NO GUARANTEE OF RESULTS AND DISCLAIMER OF WARRANTIES AND LIABILITIES. YSN MAKES NO REPRESENTATION, WARRANTY OR GUARANTY TO REGISTRANT WHATSOEVER CONCERNING THE RESULTS OF ANY KIND, IF ANY, THAT REGISTRANT MAY EXPECT OR EXPERIENCE BY PARTICIPATING IN OR USING THE SERVICE. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE WEBSITE WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR-FREE SERVICE. REGISTRANT AGREES AND ACKNOWLEDGES THAT YSN AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF YSN IS AWARE OF THE RISK OR SUCH DAMAGES, THAT RESULT IN ANY WAY FROM THE REGISTRANT’S USE OR INABILITY TO USE THE SERVICE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, THE CONTENTS OF ANY WEB PAGES OR WEB SITES, LOSS OF DATA, COMPUTER VIRUSES, COMMUNICATION LINE FAILURE, DESTRUCTION OR UNAUTHORIZED USE OR ACCESS TO ANY WEB SITES OR RECORDS OR INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION TO REGISTRANT OR ANY FAILURE OF PERFORMANCE OF ANY KIND WHATSOEVER OF YSN OR THE SERVICE. YSN’S LIABILITY TO REGISTRANT SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY REGISTRANT TO YSN OVER THE COURSE OF THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE REGISTRANT’S CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES; SO IN THOSE CASES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
20. Assignment of Service. Registrant agrees not to resell or assign or otherwise transfer its rights or obligations under this Agreement without the express written authorization of YSN provided, however, that Registrant may, without the written consent of YSN, assign this Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its business related to this Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. Any purported assignment in violation of this section shall be void and of no effect.
21. Force Majeure. Neither party shall be liable to the other for any delay or failure in performance under this Agreement resulting directly or indirectly from acts of nature or causes beyond its reasonable control.
22. Notices. Any notices or communications under this Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to YSN, such notices shall be addressed to:
Yacht Service Now
309 Bradbury Lane
Bartlett IL 60103
If to Registrant, such notices shall be addressed to the electronic or mailing address specified when Registrant first registered for the Service, or such other address as either party may give the other by notice as provided above.
23. No Agency; Independent Contractors. Nothing contained in this Agreement shall be construed as creating any agency, employment relationship, partnership, principal-agent or other form of joint enterprise between the parties.
24. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.
25. General. This Agreement and the relationship between Registrant and YSN shall be governed by the laws of the state of Illinois without regard to its conflict of law provisions. On all disputes, Registrant agrees to submit to the personal and exclusive jurisdiction of the state and federal courts of Cook County, Illinois. YSN’s failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and agree that the other provisions of the Agreement remain in full force and effect. The section titles in this Agreement are for convenience only and have no legal or contractual effect.