BUSINESS TERMS OF SERVICE

EFFECTIVE DATE: May 18, 2020

HarborMoor, Inc. d/b/a HarborMoor (“we,” “our,” “us,” or “Company”) provides its services through its website located at HarborMoor.com (the “Site”) along with related features, content, mobile applications (“Apps”), and products (collectively the “Platform,” “Services,” or “HarborMoor”).

These Business Terms of Service (the “Business Terms” or the “Agreement”) constitute a legally binding agreement between the Company and any business, organization, or other entity that posts or uploads data or information to HarborMoor, or accesses or uses our Platform (“you,” “your,” or “Provider”).

By registering as a Provider, posting or uploading data or information to HarborMoor, or accessing or using any of our Services offered to HarborMoor users, you’re agreeing to these Business Terms and our associated Privacy Policy.

HarborMoor Services

Our Services

We offer Providers two services:

· Marketplace. Providers have the ability to post a variety of Services which HarborMoor users can view, and purchase and or book.

· Software Tools. Providers can use our easy to use software to accept online inquiries, take credit card payments, and manage online booking and scheduling directly on your business’s website (“Software Tools”). If Providers use our Software tools, Providers’ services will be listed on the HarborMoor via our Marketplace.

Subject to the terms of this Agreement, we will use commercially reasonable efforts to provide you with the Services that you sign-up for and reasonable customer and technical support services.

Registration

In order to gain access and upload or post services to HarborMoor, you must register with us in advance as a Provider. We only allow registered Providers to post information to HarborMoor. You agree that all information that you post on our Platform will be accurate, true, and current, to the best of your ability.

Notification

We collect the email addresses of all customers in order to process the transaction, provide additional information about Services, and to send an invoice. Whenever a HarborMoor user registers for any Activity, we will promptly notify the respective Provider with the relevant customer data for Provider’s internal use.

Additionally, we may use emails collected to communicate other ongoing activities in the HarborMoor community.

Fees and Payment

We pay Providers the then-applicable fees described for all Services in accordance with the terms as laid out and described in all Provider Partner Agreements with HarborMoor which is incorporated hereunder (“Partner Agreement”). All payment obligations under these Terms are non-cancelable and all fees paid are non-refundable.

Marketplace

Providers will be paid all fees generated through Marketplace Bookings, minus the respective agreed upon service fee (“Service Fee”), via direct deposit.

Software Tools

Providers will be paid all fees generated through Services booked using our Software Tools, minus the respective agreed upon service fee (“Service Fee”), via direct deposit.

Changes in Fees

We reserve the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days prior notice to Provider (which may be sent by email).

Payment Errors

If you believe that a payment has been processed incorrectly, Provider must contact us no later than sixty (60) days after the payment in which the error or problem appeared, in order to receive an adjustment or credit.

Taxes

Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction. Provider shall be responsible for all taxes associated with Services other than U.S. taxes based on HarborMoor’s net income.

Stripe Connected Accounts

Payment processing services for providers on HarborMoor are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to [this agreement / these terms / etc.] or continuing to operate as a provider on HarborMoor, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of HarborMoor enabling payment processing services through Stripe, you agree to provide HarborMoor accurate and complete information about you and your business, and you authorize HarborMoor to share it and transaction information related to your use of the payment processing services provided by Stripe.

User Cancellations

We allow each Provider to set their own cancellation policy for Activities posted on HarborMoor. All cancellation policies must be clearly listed within each respective Activity posting. Although we recommend adopting a flexible cancellation policy, such as allowing users to cancel an Activity up until an hour before the Activity starts, Providers may set a cancellation policy at the each Provider’s discretion. If a HarborMoor user cancels an Activity in accordance with the Provider’s posted cancellation policy, we will not pay any fees for the Activity. If a HarborMoor user does not cancel an Activity in accordance with a Provider’s cancellation policy, we will remit any fees due and owing for the HarborMoor User’s attendance at the Activity as provided for in the Provider’s Partner Agreement.

Confidential Information & Data

Each party (the “Receiver”) understands that the other party (the “Discloser”) has disclosed or may disclose business, technical, or financial information relating to the Discloser’s business (hereinafter referred to as “Proprietary Information” of the Discloser). Proprietary Information of Company will include non-public information regarding features, functionality, and performance of the Platform. Proprietary Information of Provider includes non-public data provided by Provider to us to enable the use of HarborMoor (“Partner Data”).

Receiver

The Receiver agrees:

· to take reasonable precautions to protect such Proprietary Information; and

· not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.

Discloser

The Discloser agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiver can document:

· is or becomes generally available to the public;

· was in its possession or known by it prior to receipt from the Discloser;

· was rightfully disclosed to it without restriction by a third party;

· was independently developed without use of any Proprietary Information of the Discloser; or

· is required to be disclosed by law.

Exclusivity

You agree not to exclusively use any similarly situated company that provides an online platform for boat owners and service providers (“Direct Competition”), for the length of time and in a manner designated in your Partner Agreement.

Proprietary Rights and your Content

Rights In Services and Software Tools

We shall own and retain all right, title and interest in and to:

· the Services and Software Tools, all improvements, enhancements or modifications thereto;

· any software, applications, inventions or other technology developed in connection with the delivery of the Services, Software Tools, or support; and

· all intellectual property rights related to any of the foregoing.

Permission to use your Content

By posting information about your business, organization, and Activities (your “Content”) to HarborMoor, you grant us a universal, non-exclusive, transferable, worldwide, royalty-free, irrevocable, sub-licensable through multiple levels of sublicenses, perpetual license to use, publicly display (in any media or format), edit, digitize, modify, reproduce, distribute, store, and prepare derivative works of your Content to for our Platform and to promote HarborMoor in general, in any formats and through any channels, including across any service that we may own or any other third-party website or advertising medium.

You understand that you are solely responsible for your Content. By uploading or posting your Content to HarborMoor, you represent and warrant that: (i) you have all necessary rights to your Content; (ii) we will not need to obtain licenses from any third party or pay royalties to any third party; (iii) you’re not infringing or violating any third party’s rights by posting it, including intellectual property rights, rights of publicity, and privacy rights; and (iv) your Content complies with these Terms and all applicable laws. We reserve the right to remove any Content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive, or in violation of any other part of this Agreement. We also reserve the right to remove any content that is false, misleading, fraudulent, or deceptive.

Partner Data

When using HarborMoor, you, the Provider, shall own all right, title and interest in and to the Partner Data. However, notwithstanding the foregoing, we shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Platform and related systems and technologies (including, without limitation, information concerning Partner Data and data derived therefrom), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Platform and Software Tools, and for other development, diagnostic and corrective purposes in connection with the Platform and our other offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. When we do this, we’ll aggregate your data along with other business’ data so that results are non-personally identifiable.

Trademarks

Each party grants the other party a limited, non-exclusive, and non-transferable license to use its name, logos, graphics, trade names, service names, trademarks, slogans and other marks (“Marks”) solely for the purpose of promoting and advertising the Services contemplated herein. Each party shall retain all right, title, goodwill and interest in and to its Marks and shall cease use of the other party’s Marks within five (5) days after written request from the other part.

No Other Rights or Licenses

No rights or licenses are granted except as expressly set forth herein.

Restrictions and Responsibilities

By using HarborMoor, you agree not to, directly or indirectly:

· Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Software Tools;

· Modify, translate, or create derivative works based on the Services or the Software Tools (except to the extent expressly permitted by Company or authorized within the Services);

· Use the Services or the Software Tools for timesharing or service bureau purposes or otherwise for the benefit of a third party; or

· Remove any proprietary notices or labels.

You further represent, covenant, and warrant that you:

· Have the right to facilitate Activities posted to HarborMoor;

· Have the right to offer the services listed on your company’s profile;

· Will reasonably update Services that you intend to provide via HarborMoor, along with relevant descriptions, and prices;

· Will use the Services and Software Tools to offer services in compliance with this Agreement and our Privacy Policy; and

· Will comply with all applicable laws and regulations.

You will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services and Software Tools, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You will also be responsible for maintaining the security of the Equipment, Provider account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Provider account or the Equipment with or without Provider’s knowledge or consent.

Third Party Links, Sites and Services

HarborMoor contains links to third party websites, advertisers, services, special offers, or other events or Activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from HarborMoor, you do so at your own risk and you agree that HarborMoor will have no liability arising from your use of or access to any third-party website, service, or content. If you use or access third-party services through HarborMoor, you are solely responsible for complying with the terms and policies of these third parties.

In no event shall a description or reference to a third party’s product or service (including, but not limited to, providing a description or reference via hyperlink) be construed as an endorsement of such third party products or services by us. We retain the exclusive right to add to, modify, or cancel the availability of any Third Party Service.

Termination

In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment). All sections of this Agreement, which by their nature should survive termination, will survive termination, including, without limitation, confidentiality obligations, warranty disclaimers, and limitations of liability. In the event of termination, both parties agree to honor any existing bookings and each party’s license to the other party’s Mark shall terminate.

Warranty and Disclaimer

We shall use reasonable efforts consistent with prevailing industry standards to maintain HarborMoor in a manner that minimizes errors and interruptions and shall perform the Services in a professional and workmanlike manner. The Services or our Software Tools may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond our reasonable control. We will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

WE DO NOT WARRANT THAT THE SERVICES OR SOFTWARE TOOLS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR SOFTWARE TOOLS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND SOFTWARE TOOLS ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Indemnity

Provider (the “Indemnifying Party”) shall defend (at our request), indemnify, and hold harmless Company, its officers, directors, employees, stockholders, and the successors and assigns of the foregoing (the “Indemnified Party”), from and against any and all losses, damages (including special, incidental, indirect, punitive, consequential or other damages), expenses, costs, claims, suits, proceedings, investigations, or other liabilities (including reasonable attorney’s fees and costs and amounts awarded by a court of competent jurisdiction or agreed to in settlement) arising out of: (i) the actions or inactions of the Indemnifying Party, including without limitation negligence, actual or alleged breach, and willful misconduct of the Indemnifying Party or its employees, customers, or agents; (ii) an allegation that the Partner is infringing on a patent or copyright, or misappropriates a trade secret, or otherwise infringes, violates or misappropriates a third party’s intellectual property rights; (iii) actions directly or indirectly resulting from the Services facilitated by Company, including any injuries to users, affiliates, or otherwise; (iv) the actions directly or indirectly resulting from the access and use of the Software Tools, including any financial loss; or (v) any dispute between a Provider and a Third Party Service or any other party regarding ownership of or access to data. Partner shall not take any action to settle or defend any such claim, suit, or proceeding that would in any manner impose obligations (monetary or otherwise) on Company without Company’s prior written consent.

To the fullest extent permitted by law, you release, indemnify, and hold harmless us and our parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, counsel, contract employees, representatives, agents, and each of their respective successors and assigns or other personnel authorized to act, acting, or purporting to act on their behalf (the “HarborMoor Parties”) from any and all responsibility, claims, actions, suits, procedures, costs, expenses, damages and liabilities including, without limitation, reasonable legal, and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties) arising out of or in any way related to: (i) Activities that you post to the Platform, including any bodily injury, physical harm, illness, death, or property damage cause to a HarborMoor user; (ii) any actions directly or indirectly resulting from the access and use of the Software Tools or Services, including any financial loss; (iii) your violation of any terms of this Agreement; (iv) any infringement or misappropriation of a third party’s intellectual property rights; (v) any negligence, actual or alleged breach, and willful misconduct by you or your employees, customers, or agents; or (vi) your violation of any law, rule or regulation, or the rights of any third party.

Limitation of Liability

You understand that we are not responsible for any users who register, attend, or participate in Services that posted on our Platform. You further understand that there are certain inherent risks and dangers in providing Activities and that Activities you may offer include a range of physical activity and intensity level that may not be fit for every user that may be able to or will register through HarborMoor. By signing up for HarborMoor as a Provider, you acknowledge and agree, on behalf of yourself, your representatives, agents, successors, and assigns that you are aware of the risk of liability, which includes, but is not limited to, liability for property damage, illness, bodily injury, or death. You acknowledge that some of these risks cannot be eliminated and you specifically assume any liability from the risk of injury or harm that may occur as a result of Activities that you list on HarborMoor.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER THE COMPANY NOR THE HARBORMOOR PARTIES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL, INCLUDING ANY PROPERTY DAMAGE OR INJURY OF ANY PERSON THAT CONTRACTS A SERVICE OR DISCOVERS A PRODIVER THROUGH HARBORMOOR; (D) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, OR ANY LOST PROFITS, LOSS OF DATA OR OPPORTUNITIES ARISING FROM THE USE OF OUR SOFTWARE TOOLS OR SERVICES, OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY PROVIDER TO US FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

Assignment

This Agreement is not assignable, transferable or sub-licensable by Partner except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: Partner Agreement and then the Business Terms

Force Majeure

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.

No Agency

No agency, partnership, joint venture, or employment is created as a result of this Agreement and Partner does not have any authority of any kind to bind Company in any respect whatsoever.

Third Party Beneficiaries

There are no third-party beneficiaries to this Agreement. Any amendment must be in writing and expressly state that it is amending this Agreement.

Attorneys’ Fees

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

Notice

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

Governing Law

This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.

Forum

The parties agree that any claims arising out of or relating to this Agreement will be brought exclusively in a federal court located in a jurisdiction of HarborMoor’s choosing. The parties expressly consent to the exclusive jurisdiction of, and waive any and all objections to venue or jurisdiction.

Equitable Relief

Nothing in this Agreement will limit either party's ability to seek equitable relief.

No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and any failure on our part to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Headings

All headings and titles in these Terms are inserted only as a matter of convenience, and in no way define, limit, extend or interpret the scope of these Terms or of any particular paragraph of section thereof.

Questions?

If you have any questions about the Terms, please contact us via email at info@HarborMoor.com or via postal mail at:

HarborMoor, Inc. d/b/a HarborMoor

BUSINESS TERMS OF SERVICE

EFFECTIVE DATE: May 18, 2020

HarborMoor, Inc. d/b/a HarborMoor (“we,” “our,” “us,” or “Company”) provides its services through its website located at HarborMoor.com (the “Site”) along with related features, content, mobile applications (“Apps”), and products (collectively the “Platform,” “Services,” or “HarborMoor”).

These Business Terms of Service (the “Business Terms” or the “Agreement”) constitute a legally binding agreement between the Company and any business, organization, or other entity that posts or uploads data or information to HarborMoor, or accesses or uses our Platform (“you,” “your,” or “Provider”).

By registering as a Provider, posting or uploading data or information to HarborMoor, or accessing or using any of our Services offered to HarborMoor users, you’re agreeing to these Business Terms and our associated Privacy Policy.

HarborMoor Services

Our Services

We offer Providers two services:

· Marketplace. Providers have the ability to post a variety of Services which HarborMoor users can view, and purchase and or book.

· Software Tools. Providers can use our easy to use software to accept online inquiries, take credit card payments, and manage online booking and scheduling directly on your business’s website (“Software Tools”). If Providers use our Software tools, Providers’ services will be listed on the HarborMoor via our Marketplace.

Subject to the terms of this Agreement, we will use commercially reasonable efforts to provide you with the Services that you sign-up for and reasonable customer and technical support services.

Registration

In order to gain access and upload or post services to HarborMoor, you must register with us in advance as a Provider. We only allow registered Providers to post information to HarborMoor. You agree that all information that you post on our Platform will be accurate, true, and current, to the best of your ability.

Notification

We collect the email addresses of all customers in order to process the transaction, provide additional information about Services, and to send an invoice. Whenever a HarborMoor user registers for any Activity, we will promptly notify the respective Provider with the relevant customer data for Provider’s internal use.

Additionally, we may use emails collected to communicate other ongoing activities in the HarborMoor community.

Fees and Payment

We pay Providers the then-applicable fees described for all Services in accordance with the terms as laid out and described in all Provider Partner Agreements with HarborMoor which is incorporated hereunder (“Partner Agreement”). All payment obligations under these Terms are non-cancelable and all fees paid are non-refundable.

Marketplace

Providers will be paid all fees generated through Marketplace Bookings, minus the respective agreed upon service fee (“Service Fee”), via direct deposit.

Software Tools

Providers will be paid all fees generated through Services booked using our Software Tools, minus the respective agreed upon service fee (“Service Fee”), via direct deposit.

Changes in Fees

We reserve the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days prior notice to Provider (which may be sent by email).

Payment Errors

If you believe that a payment has been processed incorrectly, Provider must contact us no later than sixty (60) days after the payment in which the error or problem appeared, in order to receive an adjustment or credit.

Taxes

Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction. Provider shall be responsible for all taxes associated with Services other than U.S. taxes based on HarborMoor’s net income.

Stripe Connected Accounts

Payment processing services for providers on HarborMoor are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to [this agreement / these terms / etc.] or continuing to operate as a provider on HarborMoor, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of HarborMoor enabling payment processing services through Stripe, you agree to provide HarborMoor accurate and complete information about you and your business, and you authorize HarborMoor to share it and transaction information related to your use of the payment processing services provided by Stripe.

User Cancellations

We allow each Provider to set their own cancellation policy for Activities posted on HarborMoor. All cancellation policies must be clearly listed within each respective Activity posting. Although we recommend adopting a flexible cancellation policy, such as allowing users to cancel an Activity up until an hour before the Activity starts, Providers may set a cancellation policy at the each Provider’s discretion. If a HarborMoor user cancels an Activity in accordance with the Provider’s posted cancellation policy, we will not pay any fees for the Activity. If a HarborMoor user does not cancel an Activity in accordance with a Provider’s cancellation policy, we will remit any fees due and owing for the HarborMoor User’s attendance at the Activity as provided for in the Provider’s Partner Agreement.

Confidential Information & Data

Each party (the “Receiver”) understands that the other party (the “Discloser”) has disclosed or may disclose business, technical, or financial information relating to the Discloser’s business (hereinafter referred to as “Proprietary Information” of the Discloser). Proprietary Information of Company will include non-public information regarding features, functionality, and performance of the Platform. Proprietary Information of Provider includes non-public data provided by Provider to us to enable the use of HarborMoor (“Partner Data”).

Receiver

The Receiver agrees:

· to take reasonable precautions to protect such Proprietary Information; and

· not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.

Discloser

The Discloser agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiver can document:

· is or becomes generally available to the public;

· was in its possession or known by it prior to receipt from the Discloser;

· was rightfully disclosed to it without restriction by a third party;

· was independently developed without use of any Proprietary Information of the Discloser; or

· is required to be disclosed by law.

Exclusivity

You agree not to exclusively use any similarly situated company that provides an online platform for boat owners and service providers (“Direct Competition”), for the length of time and in a manner designated in your Partner Agreement.

Proprietary Rights and your Content

Rights In Services and Software Tools

We shall own and retain all right, title and interest in and to:

· the Services and Software Tools, all improvements, enhancements or modifications thereto;

· any software, applications, inventions or other technology developed in connection with the delivery of the Services, Software Tools, or support; and

· all intellectual property rights related to any of the foregoing.

Permission to use your Content

By posting information about your business, organization, and Activities (your “Content”) to HarborMoor, you grant us a universal, non-exclusive, transferable, worldwide, royalty-free, irrevocable, sub-licensable through multiple levels of sublicenses, perpetual license to use, publicly display (in any media or format), edit, digitize, modify, reproduce, distribute, store, and prepare derivative works of your Content to for our Platform and to promote HarborMoor in general, in any formats and through any channels, including across any service that we may own or any other third-party website or advertising medium.

You understand that you are solely responsible for your Content. By uploading or posting your Content to HarborMoor, you represent and warrant that: (i) you have all necessary rights to your Content; (ii) we will not need to obtain licenses from any third party or pay royalties to any third party; (iii) you’re not infringing or violating any third party’s rights by posting it, including intellectual property rights, rights of publicity, and privacy rights; and (iv) your Content complies with these Terms and all applicable laws. We reserve the right to remove any Content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive, or in violation of any other part of this Agreement. We also reserve the right to remove any content that is false, misleading, fraudulent, or deceptive.

Partner Data

When using HarborMoor, you, the Provider, shall own all right, title and interest in and to the Partner Data. However, notwithstanding the foregoing, we shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Platform and related systems and technologies (including, without limitation, information concerning Partner Data and data derived therefrom), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Platform and Software Tools, and for other development, diagnostic and corrective purposes in connection with the Platform and our other offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. When we do this, we’ll aggregate your data along with other business’ data so that results are non-personally identifiable.

Trademarks

Each party grants the other party a limited, non-exclusive, and non-transferable license to use its name, logos, graphics, trade names, service names, trademarks, slogans and other marks (“Marks”) solely for the purpose of promoting and advertising the Services contemplated herein. Each party shall retain all right, title, goodwill and interest in and to its Marks and shall cease use of the other party’s Marks within five (5) days after written request from the other part.

No Other Rights or Licenses

No rights or licenses are granted except as expressly set forth herein.

Restrictions and Responsibilities

By using HarborMoor, you agree not to, directly or indirectly:

· Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Software Tools;

· Modify, translate, or create derivative works based on the Services or the Software Tools (except to the extent expressly permitted by Company or authorized within the Services);

· Use the Services or the Software Tools for timesharing or service bureau purposes or otherwise for the benefit of a third party; or

· Remove any proprietary notices or labels.

You further represent, covenant, and warrant that you:

· Have the right to facilitate Activities posted to HarborMoor;

· Have the right to offer the services listed on your company’s profile;

· Will reasonably update Services that you intend to provide via HarborMoor, along with relevant descriptions, and prices;

· Will use the Services and Software Tools to offer services in compliance with this Agreement and our Privacy Policy; and

· Will comply with all applicable laws and regulations.

You will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services and Software Tools, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You will also be responsible for maintaining the security of the Equipment, Provider account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Provider account or the Equipment with or without Provider’s knowledge or consent.

Third Party Links, Sites and Services

HarborMoor contains links to third party websites, advertisers, services, special offers, or other events or Activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from HarborMoor, you do so at your own risk and you agree that HarborMoor will have no liability arising from your use of or access to any third-party website, service, or content. If you use or access third-party services through HarborMoor, you are solely responsible for complying with the terms and policies of these third parties.

In no event shall a description or reference to a third party’s product or service (including, but not limited to, providing a description or reference via hyperlink) be construed as an endorsement of such third party products or services by us. We retain the exclusive right to add to, modify, or cancel the availability of any Third Party Service.

Termination

In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment). All sections of this Agreement, which by their nature should survive termination, will survive termination, including, without limitation, confidentiality obligations, warranty disclaimers, and limitations of liability. In the event of termination, both parties agree to honor any existing bookings and each party’s license to the other party’s Mark shall terminate.

Warranty and Disclaimer

We shall use reasonable efforts consistent with prevailing industry standards to maintain HarborMoor in a manner that minimizes errors and interruptions and shall perform the Services in a professional and workmanlike manner. The Services or our Software Tools may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond our reasonable control. We will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

WE DO NOT WARRANT THAT THE SERVICES OR SOFTWARE TOOLS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR SOFTWARE TOOLS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND SOFTWARE TOOLS ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Indemnity

Provider (the “Indemnifying Party”) shall defend (at our request), indemnify, and hold harmless Company, its officers, directors, employees, stockholders, and the successors and assigns of the foregoing (the “Indemnified Party”), from and against any and all losses, damages (including special, incidental, indirect, punitive, consequential or other damages), expenses, costs, claims, suits, proceedings, investigations, or other liabilities (including reasonable attorney’s fees and costs and amounts awarded by a court of competent jurisdiction or agreed to in settlement) arising out of: (i) the actions or inactions of the Indemnifying Party, including without limitation negligence, actual or alleged breach, and willful misconduct of the Indemnifying Party or its employees, customers, or agents; (ii) an allegation that the Partner is infringing on a patent or copyright, or misappropriates a trade secret, or otherwise infringes, violates or misappropriates a third party’s intellectual property rights; (iii) actions directly or indirectly resulting from the Services facilitated by Company, including any injuries to users, affiliates, or otherwise; (iv) the actions directly or indirectly resulting from the access and use of the Software Tools, including any financial loss; or (v) any dispute between a Provider and a Third Party Service or any other party regarding ownership of or access to data. Partner shall not take any action to settle or defend any such claim, suit, or proceeding that would in any manner impose obligations (monetary or otherwise) on Company without Company’s prior written consent.

To the fullest extent permitted by law, you release, indemnify, and hold harmless us and our parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, counsel, contract employees, representatives, agents, and each of their respective successors and assigns or other personnel authorized to act, acting, or purporting to act on their behalf (the “HarborMoor Parties”) from any and all responsibility, claims, actions, suits, procedures, costs, expenses, damages and liabilities including, without limitation, reasonable legal, and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties) arising out of or in any way related to: (i) Activities that you post to the Platform, including any bodily injury, physical harm, illness, death, or property damage cause to a HarborMoor user; (ii) any actions directly or indirectly resulting from the access and use of the Software Tools or Services, including any financial loss; (iii) your violation of any terms of this Agreement; (iv) any infringement or misappropriation of a third party’s intellectual property rights; (v) any negligence, actual or alleged breach, and willful misconduct by you or your employees, customers, or agents; or (vi) your violation of any law, rule or regulation, or the rights of any third party.

Limitation of Liability

You understand that we are not responsible for any users who register, attend, or participate in Services that posted on our Platform. You further understand that there are certain inherent risks and dangers in providing Activities and that Activities you may offer include a range of physical activity and intensity level that may not be fit for every user that may be able to or will register through HarborMoor. By signing up for HarborMoor as a Provider, you acknowledge and agree, on behalf of yourself, your representatives, agents, successors, and assigns that you are aware of the risk of liability, which includes, but is not limited to, liability for property damage, illness, bodily injury, or death. You acknowledge that some of these risks cannot be eliminated and you specifically assume any liability from the risk of injury or harm that may occur as a result of Activities that you list on HarborMoor.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER THE COMPANY NOR THE HARBORMOOR PARTIES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL, INCLUDING ANY PROPERTY DAMAGE OR INJURY OF ANY PERSON THAT CONTRACTS A SERVICE OR DISCOVERS A PRODIVER THROUGH HARBORMOOR; (D) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, OR ANY LOST PROFITS, LOSS OF DATA OR OPPORTUNITIES ARISING FROM THE USE OF OUR SOFTWARE TOOLS OR SERVICES, OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY PROVIDER TO US FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

Assignment

This Agreement is not assignable, transferable or sub-licensable by Partner except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: Partner Agreement and then the Business Terms

Force Majeure

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.

No Agency

No agency, partnership, joint venture, or employment is created as a result of this Agreement and Partner does not have any authority of any kind to bind Company in any respect whatsoever.

Third Party Beneficiaries

There are no third-party beneficiaries to this Agreement. Any amendment must be in writing and expressly state that it is amending this Agreement.

Attorneys’ Fees

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

Notice

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

Governing Law

This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.

Forum

The parties agree that any claims arising out of or relating to this Agreement will be brought exclusively in a federal court located in a jurisdiction of HarborMoor’s choosing. The parties expressly consent to the exclusive jurisdiction of, and waive any and all objections to venue or jurisdiction.

Equitable Relief

Nothing in this Agreement will limit either party's ability to seek equitable relief.

No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and any failure on our part to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Headings

All headings and titles in these Terms are inserted only as a matter of convenience, and in no way define, limit, extend or interpret the scope of these Terms or of any particular paragraph of section thereof.

Questions?

If you have any questions about the Terms, please contact us via email at info@HarborMoor.com or via postal mail at:

HarborMoor, Inc. d/b/a HarborMoor