These terms and conditions are entered into by and between You and The SailTime Group, LLC (“Company,” “SailTime,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Terms & Conditions”), govern your access to and use of any SailTime Embark websites (the “Sites”), any SailTime mobile application(s) (together, the “Apps”), and related services, content, information, functionality, or communications (collectively referred to as the “Platform”). Except as expressly stated otherwise, these Terms & Conditions apply to all users of the Platform, including, without limitation, SailTime users (each a “Member” and, collectively, “Members”), users who participate as member-owners of a boat on the Platform (each a “Member-Owner” and, collectively, “Member-Owners”), and Base Operator Parties (as defined herein).
Please read the Terms & Conditions carefully before you begin to use the Platform. By using the Platform, you accept and agree to be bound and abide by these Terms & Conditions and our Privacy Policy, found at PRIVACY POLICY, and incorporated herein by reference. If you do not want to agree to these Terms & Conditions or the Privacy Policy, you must not access or use the Platform.
This Platform is offered and available to users who are 18 years of age or older. By using this Platform, you represent and warrant that you are of legal age to form a binding contract with the Company. If you are not eligible to form a binding contract with the Company, you must not access or use the Platform.
ARBITRATION NOTICE: SECTION 28, WHICH CONTAINS JURISDICTION-SPECIFIC PROVISIONS, SPECIFIES HOW YOU AND SAILTIME RESOLVE DISPUTES. FOR U.S. AND CANADIAN RESIDENTS, SECTION 28 CONTAINS AN ARBITRATION AGREEMENT. PLEASE READ THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS, AS APPLICABLE, IN THE DISPUTE RESOLUTION AND ARBITRATION SECTIONS BELOW. THE ARBITRATION AND DISPUTE RESOLUTION SECTIONS, WITH LIMITED EXCEPTIONS, REQUIRE U.S. AND CANADIAN RESIDENTS TO SUBMIT DISPUTES AND CLAIMS YOU HAVE AGAINST SAILTIME TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. PLEASE READ THOSE PROVISIONS CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS.
We may revise and update these Terms & Conditions from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform thereafter. Your continued use of the Platform following the posting of revised Terms & Conditions means that you accept and agree to the changes. You are expected to check this page each time you access this Platform so you are aware of any changes, as they are binding on you.
SailTime’s Platform is a web- and app-based three-sided service provider which enables connections between Members, Member-Owners, and Base Operator Parties, as defined herein. Sections 3 through 5 below apply to users who have contracted with the Company to act as operators or administrators in a participating SailTime or PowerTime base (a “Base”), along with their employees, agents, service providers, and any user accessing the Platform with on their behalf with credentials issued for such an operator or administrator (each individually a “Base Operator Party” and, collectively, the “Base Operator Parties”).
Each Base Operator Party acknowledges the non-public and confidential nature of certain information accessible to her, him or them through the Platform, including but not limited to:
Such information, the discovery, development or knowledge of which is known to or acquired by reason of such Base Operator Party’s access to the Platform (collectively, “Proprietary Information”) constitute special, valuable and unique assets of the Company. Base Operator Parties are required, with respect to all Proprietary Information, to (i) restrict disclosure of or access to such information solely to individuals or entities affiliated with the Company, its affiliates and franchisees, or Base Operator’s respective employees, agents and service providers with a need to know such information and who are under duties of confidentiality and nondisclosure at least as stringent as the ones set forth herein; (ii) not use Proprietary Information in any way that is detrimental or contrary to the interests of the Company; and (iii) not use Proprietary Information for its own or any other person’s benefit or for any purpose other than in connection with the Company’s operations without the advance written consent of the Company, which shall be in the Company’s sole discretion. Base Operator Parties agree that their obligations under this Section 3 will continue in effect after termination of such party’s use of the Platform, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary, and the Company is entitled to communicate such party’s obligations under these Terms & Conditions to any future customer or employer to the extent deemed necessary by the Company for protection of its rights hereunder and its Members’ privacy, and regardless of whether such party or any of its affiliates or assigns becomes an investor, partner, joint venture co-owner, franchisee, broker, distributor or the like in the Company’s business.
To the extent permitted by applicable law, and except as expressly permitted or authorized by the Company in writing prior to any solicitation, Base Operator Parties agree that they will not, on their own behalf or on behalf of any third party, directly or indirectly, as a partner, a joint venture, member, shareholder, employee, or in any other capacity, solicit the business of any person that has been a customer of the Company (including Members and Member-Owners) or any of Company’s subsidiaries, affiliates, or franchisees, for the purpose of inducing that person to become a member or user of an alternative fractional use sailing or boating service, or any other competing service, for the longer of (i) the duration of the Base Operator Party’s access to the Platform and for twenty-four (24) months after such Base Operator Party’s last use, or (ii) the duration of the Company customer’s use of the Platform and for twenty-four (24) months after such last use by the customer. Base Operator Parties acknowledge that the non-solicitation requirement will not materially impact their ability to engage in a lawful profession, trade, or business of any kind.
Base Operator Parties acknowledge and agree to assume the entire risk arising out of access to and use of the Platform, offering Base Operator services, or any interaction with other users whether in person or online. Base Operator Parties agree that they have had the opportunity to investigate the Platform and any laws, rules, regulations, or obligations that may be applicable to their respective roles and that they are not relying upon any statement of law made by the Company.
NEITHER THE COMPANY, NOR ITS AFFILIATES, PARENTS, OR LICENSORS, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IS RESPONSIBLE OR LIABLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM AND, TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE THE COMPANY AND ITS AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PLATFORM OR YOUR USE THEREOF.
Sections 6 and 7 below applies to all users of the Platform who are not Base Operator Parties.
To the extent you obtain identifying or contact information regarding other users of the Platform, you may only use such information to the extent reasonably necessary to participate in shared usage of a watercraft in communication with the other users of the Platform who are sharing the use of such watercraft. or such other activities as are administered through the Platform. Furthermore, you agree to treat all other users’ identifying, contact, scheduling, or any other information as confidential, and not to disclose any such information to any third party for any other purpose.
You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Platform, including your use of any shared watercraft, use of any other service of the Company or its affiliates, or any other interaction you have with other users of the Platform or Members, whether in person or online.
NEITHER THE COMPANY, NOR ITS AFFILIATES, PARENTS, OR LICENSORS, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IS RESPONSIBLE OR LIABLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM AND, TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE THE COMPANY AND ITS AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PLATFORM OR YOUR USE THEREOF.
The following terms shall be applicable to all users of the Platform:
We reserve the right to withdraw or amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.
You are responsible for both:
To access the Platform or any of the resources it offers, including resources provided by third parties, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete. You agree that all information you provide to register with the Platform, any third party resources accessible through this Platform, or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy PRIVACY POLICY, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our or any applicable third party’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that any such account is personal to you and agree not to provide any unauthorized person with access to this Platform or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms & Conditions permit you to use the Platform as applicable in your capacity as a duly authorized Member, Member-Owner, and/or Base Operator Party. You must not reproduce, reverse engineer, distribute, modify, create derivative works of, substantially imitate, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, including the Platform itself, except as follows:
You must not:
If you wish to make any use of material on the Platform other than that set out in this section, please address your request to: info@sailtime.com
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms & Conditions, your right to use the Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms & Conditions is a breach of these Terms & Conditions and may violate copyright, trademark, and other laws.
The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.
You may use the Platform only for lawful purposes and in accordance with these Terms & Conditions. You agree not to use the Platform:
Additionally, you agree not to:
The Platform contains interactive features, which may include the ability to upload files to a Document Library features, maintain a Photo Gallery, participate in an Owner Forum or Member Blog, manage your Calendar, Sailing Log, Maintenance Log, Contact list, Base Fleet details and boat details, communicate with other users, and other message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow you to post, submit, publish, display, store on the Platform’s servers, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Platform.
All User Contributions must comply with the Content Standards set out in these Terms & Conditions.
Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide right and license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose that is reasonably related to the conduct of the Company’s business, including provision and marketing of the shared use of watercraft to its users, maintenance and upkeep of such watercraft, and provision and marketing of services or products reasonably ancillary and related to those purposes. In addition, by making a User Contribution consisting of a photograph or video, you are agreeing to grant SailTime and its affiliates and franchisees a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide right and license to use, reproduce, modify, perform, display, distribute, and otherwise disclose such photographs or videos in publications, news releases, online, and in other communications for marketing or any other reasonable purpose.
You represent and warrant that:
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.
We have the right to:
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, FRANCHISEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. We assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
SailTime respects the intellectual property of others and expects its users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Platform infringe upon your copyright or other intellectual property right, please send the following information to SailTime at [insert contact information] :
The information presented on or through the Platform is made available to facilitate the provision of fractional sailing services and to enhance the experience of our users. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER VISITOR TO THE PLATFORM, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.
The Platform contains User Contributions, and may include content provided by third parties, including materials provided by other third-party licensors, syndicators, aggregators, reporting services, or others. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
We may update the content on the Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.
All information we collect on this Platform shall be owned by the Company. Such information is subject to our Privacy Policy. By using the Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. Without limiting the foregoing, the Company reserves the right, directly or through its affiliates, franchisees or licensees, to use any information collected on this Platform as is reasonably necessary for the conduct of the Company’s business, including to provide for the shared use of watercraft within any SailTime or PowerTime fleet of watercraft, maintain and service such watercraft, administer the businesses that provide the shared usage service, and provide services or offer products reasonably ancillary and related to those purposes.
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.
This Platform may provide certain social media features that enable you to:
You may use these features solely as they are provided by us and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms & Conditions.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
The Platform may contain links to other sites and resources provided by third parties. These links are provided for your convenience only. This includes links contained in any advertisements, including any banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
The owner of the Platform is based in the State of Maryland in the United States. Access to the Platform may not be legal by certain persons or in certain countries.
You understand that we cannot and do not guarantee or warrant that any files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, SYSTEM INTEGRATION AND NON-INFRINGEMENT. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, SYSTEM INTEGRATION AND NON-INFRINGEMENT..
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES FRANCHISEES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE COMPANY, ITS AFFILIATES, FRANCHISEES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE PLATFORM. THE COMPANY ALSO DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK OR SERVICES PERFORMED OR FACILIATED THROUGH THE PLATFORM.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT THE COMPANY IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO THE COMPANY FOR USE OF THE PLATFORM DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, AND (B) $100.00 U.S. DOLLARS.
IF YOU ARE A CALIFORNIA RESIDENT, TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542, WHICH READS AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
If you are not a California resident, you waive your rights under any statute, regulation, or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, franchisees and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms & Conditions or your use of the Platform, including, but not limited to, any use of the Platform’s content, services, and products other than as expressly authorized in these Terms & Conditions, or your use of any information obtained from the Platform.
All matters relating to the Platform and these Terms & Conditions, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Maryland, without giving effect to any choice or conflict of law provision or rule (whether of the State of Maryland or any other jurisdiction).
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS & CONDITIONS OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
No waiver by the Company of any term or condition set out in these Terms & Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms & Conditions shall not constitute a waiver of such right or provision.
If any provision of these Terms & Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms & Conditions will continue in full force and effect.
The following applies to any application accessed through or downloaded from the Apple App Store (an "App Store-Sourced Application"):
You acknowledge and agree that (i) these Terms & Conditions are entered into between you and SailTime only, and Apple Inc. (“Apple”) is not a party to these Terms & Conditions other than as third-party beneficiary as contemplated below, and (ii) SailTime, not Apple is solely responsible for the App Store-Sourced Application and content thereof. Your use of the App Store-Sourced Application must comply with the App Store Terms of Service, including any license and use limitations therein.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Application.
In the event of any failure of the App Store-Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store-Sourced Application to you and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Application. As between SailTime and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of SailTime, subject at all times to warranty limitations and exclusions set forth in these Terms & Conditions.
You and SailTime acknowledge that, as between SailTime and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store-Sourced Application or your possession and use of the App Store-Sourced Application, including: (i) product liability claims; (ii) any claim that the App Store-Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and SailTime acknowledge that, in the event of any third party claim that the App Store-Sourced Application or your possession and use of that App Store-Sourced Application infringes that third party's intellectual property rights, as between SailTime and Apple, SailTime (and not Apple) will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, though only to the extent required by these Terms & Conditions.
You acknowledge, represent, and warrant that (i) you are not located in a country embargoed by United States or other applicable law from receiving the Platform and related services, (ii) you are not located in a country that has been designated by the U.S. Government as a “terrorist supporting” country, and (iii) you have not been listed by the U.S. Government on any U.S. Government list of prohibited or restricted parties. If you are unable to make the acknowledgements and representations in this paragraph, you are not permitted to download any software related to or made available by SailTime, or to otherwise use or access the Platform.
You and SailTime acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms & Conditions as related to your license of the App Store-Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms & Conditions as related to your license of the App Store-Sourced Application against you as a third party beneficiary thereof.
Without limiting any other terms of these Terms & Conditions, you must comply with all applicable third party terms of agreement when using the App Store-Sourced Application.
The Terms & Conditions and our Privacy Policy constitute the sole and entire agreement between you and The SailTime Group, LLC, regarding the Platform, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform. Except for certain third party beneficiary rights granted to Apple in section 28, none of the terms of these Terms & Conditions are enforceable by any persons who are not a party to these Terms & Conditions.
This website is operated by The SailTime Group, LLC, 105 Eastern Ave, Suite 102, Annapolis, Maryland 21403.
All feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: info@sailtime.com.
To the extent that there are any discrepancies, inconsistencies, or conflicts between the Terms & Conditions in the preceding sections and the following jurisdiction-specific provisions, the jurisdiction-specific provisions shall prevail, govern and control for users in those jurisdictions.
PLEASE READ THIS SECTION CAREFULLY—IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND SAILTIME CAN BRING CLAIMS COVERED BY THIS ARBITRATION AGREEMENT. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND SAILTIME TO SUBMIT CLAIMS TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.
To expedite resolution and reduce the cost of any dispute, controversy or claim related to, arising from or regarding your use of the Platform, your relationship with SailTime, or these Terms & Conditions (including previous versions), (“Dispute”), you and SailTime agree to first attempt to negotiate any Dispute informally for at least 30 days before initiating any out of court settlement (such as mediation or arbitration) or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is the one associated with your account, with an email copy to the email address you have provided to Sailtime. SailTime’s address for such notice is The SailTime Group, LLC, 105 Eastern Ave, Suite 102, Annapolis, Maryland 21403.
(a) Agreement to Binding Arbitration
IN EXCHANGE FOR THE BENEFITS OF THE SPEEDY, ECONOMICAL, AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE OF ARBITRATION, YOU AND SAILTIME MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL DISPUTES OR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN.
This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”) and survives the termination of this Agreement and your relationship with SailTime. To the fullest extent permitted by applicable law, you and SailTime agree to arbitrate any and all Disputes and claims relating to, arising from or regarding your use of the Platform, your relationship with SailTime, or these Terms & Conditions (including previous versions), including Claims by SailTime, Claims against SailTime and Claims against SailTime’s affiliates or franchisees (“collectively, “Claim” or “Claims”).
If there is a dispute about the arbitrability of any claim (including about the formation, scope, applicability, interpretation, validity, and enforceability of this Arbitration Agreement), you and SailTime agree that this threshold dispute shall be resolved by the arbitrator, except as expressly provided below.
YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND SAILTIME ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL DISPUTES AND CLAIMS, UNLESS EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT THOSE CLAIMS AND DISPUTES THAT, BY THE TERMS OF THIS ARBITRATION AGREEMENT, ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE.
(b) Prohibition of Class Actions and Non-Individualized Relief
Except as otherwise required under applicable law, you and SailTime agree that any arbitration will be limited to the Claim between SailTime (and/or, if applicable, its affiliates and franchisees) and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND SAILTIME ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING (“Class Action Waiver”). Further, unless both you and SailTime otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis.
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (i) the Claim is filed as a class, collective, or representative action and (ii) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining Claims and may remain in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.(c) Rules and Logistics Governing Arbitration
In order to initiate arbitration, a claim must be filed with the American Arbitration Association (“AAA”) and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party. The arbitration will be commenced and conducted under the AAA Rules in effect at the time the arbitration is initiated and modified by the terms set forth in these Terms & Conditions, and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules. You and SailTime agree that the arbitration shall be administered before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within 30 days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA. Unless you and SailTime agree otherwise, any arbitration hearings will take place in the county in which you received services giving rise to the arbitration hearing. If AAA arbitration is unavailable in such county, the arbitration hearings will take place in the nearest available location for a AAA arbitration.
At the conclusion of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to the prevailing party, to the extent authorized by applicable law or the applicable AAA Rules.
(d) Exceptions to Arbitration
The Arbitration Agreement shall not require arbitration of the following types of claims:
Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or a similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. These Terms & Conditions and Arbitration Agreement do not prevent you from participating in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement and do not prevent you from receiving an award for information provided to any government agencies.
(f) Severability
In addition to the severability provisions in subsections (b) and (c), in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
(g) Opt Out of Arbitration Agreement
You may opt out of the Arbitration Agreement by notifying SAILTIME in writing within 30 days of your agreement to these Terms. To opt out, you must send a signed written notification to The SailTime Group, LLC, 105 Eastern Ave, Suite 102, Annapolis, Maryland 21403, that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you wish to opt out of the Arbitration Agreement.
PLEASE READ THIS SECTION CAREFULLY—IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND SAILTIME CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU AND SAILTIME TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.
(a) Agreement to Binding Arbitration
Except where prohibited by law, any controversy, claim or dispute arising out of, relating to, or in respect of these Terms & Condition, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with these Terms & Conditions (a “Dispute” ), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules (the “ ADR Rules ”). In accepting these Terms & Conditions, you acknowledge receipt of and a reasonable opportunity to review the ADR Rules. Under the ADR Rules, there is a fee associated with filing for arbitration in respect of a Dispute; applicable filing fees will be as set out in the ADR Rules.
If the parties have not agreed upon an arbitrator within 14 days, unless otherwise agreed by the parties in writing, the parties shall ask the ADR Institute of Canada, Inc. to appoint a single arbitrator. For greater certainty, neither users of the Platform nor SailTime shall commence or participate in a class proceeding or other aggregate action in respect of any Dispute, except and to the extent that provincial consumer protection legislation expressly preserves such an entitlement in the context of the particular Dispute.
The seat of the arbitration shall be the same as the province in which the user received the services through the Platform and the applicable arbitration legislation in the seat shall apply to the Dispute. The arbitration shall be heard in the capital of the seat, unless the parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the parties. A party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial.
All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by the law of the seat. Each party hereby irrevocably consents to venue in the capital of the seat, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought; however it is agreed and acknowledged that the intention of the parties is to arbitrate the Dispute without recourse to the courts. The arbitration be conducted in English, except in Quebec, where the arbitration shall be conducted in either English or French at the election of the parties.
A party to this Agreement may take such steps as are permitted or required to enforce an award made by an Arbitrator. Except as required by law, and only to the extent that such disclosure is reasonably necessary, or for the purposes of obtaining professional advice, the existence of the arbitration and any element of the arbitration, including any award, shall be confidential and shall not be disclosed to any non-party to the arbitration. No document or other evidence or information prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party to the arbitration.
Notwithstanding anything to the contrary in this Section, nothing in this Section prevents a user from making a report to or filing a claim, application or charge with the applicable governmental or administrative agency or tribunal, including, as applicable, the applicable Ministry of Labour, human rights commission or tribunal, and labour relations board, (cumulatively, “administrative agencies”) if the terms of applicable legislation entitles you to do so and precludes exclusive pre-dispute recourse to arbitration. For the avoidance of any doubt, administrative agencies do not include provincial or federal courts.
Except as expressly provided otherwise, these Terms and Conditions and your use of the Platform will be governed by, and will be construed under, the laws of the Province of Ontario, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Ontario law to interpret the Terms and Conditions and is not intended to create any substantive right to non-residents of Ontario to assert claims under Ontario law whether by statute, common law, or otherwise.
To the extent permitted by law, you hereby grant SailTime for the duration of the intellectual property rights, including any legal extension thereof, a non-exclusive, worldwide, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right to exercise all copyrights, publicity rights, and any other rights you have in your User Contributions in exchange for use of the Platform, in any media now known or not currently known in order to market, operate, and improve upon the Platform, including but not limited to the right to the following, to the extent permissible by law:
Each user warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third party rights.
Each user acknowledges that SailTime shall not owe any financial or other remuneration for using the Media provided hereunder by such User, either for initial or subsequent transmission or playback.
Regardless of any other provision in these Terms & Conditions excluding or limiting SailTime’s liability, nothing in these Terms & Conditions excludes or limits SailTime’s warranties and liability for: (i) death or personal injury caused by SailTime; (ii) in case of SailTime’s gross negligence or willful misconduct; (iii) any other liability or warranty that, by law, may not be limited or excluded by SailTime.
These Terms & Conditions and your use of the Platform shall be governed by Spanish law, and any dispute regarding this Agreement or the use of the Platform will be dealt with by the Spanish courts.
You may use any alternative dispute resolution method, such as mediation. You are free to accept or reject the use of mediation and, in case of mediation, each party is free to accept or reject the solution proposed by the mediator. In any event, you are not prohibited from bringing legal proceedings regarding these Terms & Conditions or any subject related to the Platform before a competent Spanish court.
To the extent permitted by law, you hereby grant SailTime, for the duration of the relevant intellectual property rights, including any legal extension thereof, a non-exclusive, worldwide, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right to exercise all copyrights, and any other rights – excluded moral rights – you have in your User Contributions, in exchange for use of the Platform, in any media now known or not currently known in order to market, operate, and improve upon the Platform, including but not limited to the right to the following, to the extent permissible by law:
Each user warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third party rights.
Each user acknowledges that SailTime shall not owe any financial or other remuneration for using the User Contributions provided hereunder by such user, either for initial or subsequent transmission or playback.
Regardless of any other provision in these Terms & Conditions excluding or limiting SailTime’s liability, nothing in these Terms & Conditions excludes or limits SailTime’s warranties and liability for: (i) death or personal injury caused by SailTime; (ii) in case of SailTime’s gross negligence or willful misconduct; (iii) any other liability or warranty that, by law, may not be limited or excluded by SailTime.
This Agreement and your use of the TaskRabbit Platform shall be governed by Italian law. You may use any alternative dispute resolution method. You may also apply for an out-of-court mechanism to solve any lawsuit relating to these Terms & Conditions and your use of the Platform, with the competent bodies, in accordance with the Consumers’ Code (Legislative Decree no. 206 of September 6, 2005).
Users are free to accept or reject the use of the alternative out-of-court mechanism or mediation and each party is free to accept or reject the solution proposed.
In any event, you are not prohibited from bringing legal proceedings regarding these Terms & Conditions or any subject related to the Platform before the competent Italian court, namely the one of the place where you are domiciled or you have your residence.