Last updated as of July 16, 2020
IMPORTANT LEGALLY BINDING AGREEMENT
BY ACCESSING, BROWSING OR USING ANY OF THE SERVICES YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ANY CHANGES OR MODIFICATIONS MADE HERETO, AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS, AND YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO SIGN AND BIND YOURSELF AS A CONTRACTING PARTY TO THIS AGREEMENT AND ALL OF THE TERMS AND CONDITIONS HEREOF, INCLUDING, WITHOUT LIMITATION, THE DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION SECTIONS OF THIS AGREEMENT. USE OF A SERVICE IS UNDERTAKEN AT YOUR OWN RISK.
IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS, BROWSE OR USE ANY OF THE SERVICES
1. Governing Terms.
3. Use of Content.
All content, images, graphics, code, software, documents, photographs, audio files, video files, scripts, links, interactive features and other materials used on, obtained from or incorporated into one or more of the Services (collectively, the “Content”), and the arrangement or integration of all such Content in the Services, are registered trademarks, tradenames, service marks, copyrights, patents or other protected property of Safe Harbor Marinas, or licensed to Safe Harbor Marinas by third parties, and all rights therein and thereto are specifically reserved. You agree to comply with and keep intact any copyright notices, trademark notices, information and restrictions contained in any Content available on or accessed through a Service. Except as may otherwise be expressly provided in this Agreement or on a Service, you are not permitted to copy, imitate, use, download, modify, publish, transmit, retransmit, transfer, sell, license, reproduce, create derivative works from, distribute, perform, display, rearrange, redistribute, alter, crop, re-size, reverse engineer, move, remove, delete or in any way exploit or make commercial use of, any of the Content, in whole or in part, directly or indirectly, without the prior written consent of Safe Harbor Marinas in each instance or unless any such restriction(s) on use of the Content is prohibited by applicable law. Without limiting the foregoing, elements of the Services are protected by trade dress, trademark, unfair competition and other laws and are not permitted to be copied or imitated in whole or in part, and no logo, graphic, sound or image from a Service is permitted to be copied or retransmitted unless expressly permitted in writing by Safe Harbor Marinas. The use (except as may be expressly authorized in writing) or misuse of any trademarks, trade names or logos from the Services or Safe Harbor Marinas is strictly prohibited. Further, without limiting the foregoing and for the avoidance of doubt, you must abide by all additional copyright notices, trademark notices and other restrictions contained or posted on a Service.
4. Third Party Service Providers, Sites and Software Applications
The Services may contain links to third party service providers and websites (“Third Party Sites”). In addition, certain features and functionalities of the Services are hosted, managed, maintained and/or processed by or through third party service providers. When you use certain features or functionality of the Services, your Internet browser may automatically be directed and opened to a third party web site and/or your information and/or your Data (as defined in Section 9 below) may be furnished to a third party service provider for processing (including, without limitation, the processing of your credit card information in the event a Service offers an online payment option and you make use of that option) and storage. Safe Harbor Marinas is not responsible for the privacy or other practices of third party service providers. Links to Third-Party Sites are provided solely as a convenience to you and do not constitute an endorsement by Safe Harbor Marinas or imply that Safe Harbor Marinas sponsors, is affiliated or associated with or otherwise recommends, certifies or endorses the Third-Party Sites or products or services accessible from Third-Party Sites. Safe Harbor Marinas is not responsible for the contents of, or any products or services offered on, from or by, any Third-Party Sites. Without limitation of any other provision contained in this Agreement, the Safe Harbor Indemnitees (as defined below in Section 23) will not be responsible or liable for the practices, acts or omissions of any third party service provider, and you irrevocably waive any and all claims against Safe Harbor Marinas and all other Safe Harbor Indemnitees in connection with any practices, acts or omissions of any third party service provider.
You may be able to access and/or download from a Service and/or Third Party Sites software applications that third parties have created or may in the future create that allow users to access and use certain functionality and features of a Service (“Third Party Apps”). If you access, download and/or use any Third Party Apps, your accessing, downloading and/or use of Third Party Apps will be subject to and governed by the terms and conditions set forth in one or more separate end user license agreements entered into between you and the creators, publishers, providers and/or vendors of Third Party Apps. Safe Harbor Marinas does not have any control over the terms and conditions set forth in any such separate end user license agreements. Safe Harbor Marinas is not responsible for any Third Party Apps you access with or in connection with any of the Services, and you irrevocably waive any and all claims against Safe Harbor Marinas and all other Safe Harbor Indemnitees with respect to such Third Party Apps. It will be your responsibility to comply with the terms and conditions set forth in any such separate end user license agreements.
5. Safe Harbor Marinas Software Applications
All Safe Harbor Apps are warranted, if at all, only according to the terms of the Safe Harbor App License Agreement. EXCEPT AS MAY BE EXPRESSLY WARRANTED IN THE SAFE HARBOR APP LICENSE AGREEMENT, SAFE HARBOR MARINAS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO SAFE HARBOR APPS INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Any Safe Harbor App which is downloaded from a Service is provided with restricted rights. Use, duplication, or disclosure of any Safe Harbor App by the United States of America (the “United States” or “U.S.”), its agencies and/or instrumentalities (“U.S. Government”) is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Safe Harbor Marinas, 14785 Preston Road, Suite 975, Dallas, TX 75254.
You may download, view, copy and print documents, including graphics incorporated in the documents, that we publish on a Service (“Documents”), such as press releases, datasheets and FAQs, subject to the following: (a) the Documents may be used solely for personal, informational, non-commercial purposes; and (b) the Documents may not be modified or altered in any way. You are prohibited from otherwise using, downloading, uploading, copying, printing, displaying, performing, reproducing, publishing, posting, transmitting or distributing any Documents or other Content from a Service in whole or in part without the written authorization of Safe Harbor Marinas. Documents specified above do not include the design or layout of any Service.
7. Interactive Communication Features; Mobile.
We may provide interactive activities and features through the Services such as chat rooms, content posting areas, bulletin boards (also known as message boards), SMS text messaging, mobile alerts and mobile e-mail updates, e-mail functions, auditoriums or other means of communication on or through the Services (collectively, “Interactive Communication Features”). You are permitted to use Interactive Communication Features in a noncommercial manner only. By uploading, emailing, posting, publishing or otherwise transmitting content through an Interactive Communication Feature, you automatically grant Safe Harbor Marinas a worldwide, perpetual, royalty-free, irrevocable, nonexclusive, right and license to use, reproduce, modify, adapt, publish, transmit and distribute such content in any form, medium, or technology now known or later developed.
A Service may offer mobile SMS/text message and mobile alerts updates as a text messaging/mobile e-mail service (“Mobile Service”). By using the Mobile Service (if any), you agree to be legally bound by this Agreement. If you do not agree with the terms and conditions of this Agreement, do not use the Mobile Service (if any). Please note that to process your requests for the Mobile Service (if any) you may be charged a fee to send and receive messages based on the terms of your wireless service. Check your wireless service provider if you have questions about your service plan and charges.
You may be given the opportunity to register via an online registration form to create a user account (“Your Account”) that may allow you to receive information from Safe Harbor Marinas and/or to participate in certain features of one or more of the Services. Safe Harbor Marinas will use the information you provide as part of such registration process in accordance with Safe Harbor Marinas’ Privacy Statement. By registering you represent and warrant that all information you provide on the registration form is current, complete and accurate. You agree to maintain and promptly update your registration information so that it remains current, complete and accurate. During the registration process, you may be required to choose a password and/or user name. You acknowledge and agree that Sage Harbor Marinas may rely on this password and/or your user name to identify you. You shall be responsible for protecting the confidentiality of your user name(s) and password(s), if any. You are responsible for all use of Your Account, regardless of whether you authorize such access or use, and for ensuring that all use of Your
In addition, by using a Service, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send, input or submit to a Service may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
You are responsible for all data, information, documents, records and content that you upload to a Service or otherwise create or input using a Service (collectively, “Data”). In addition to any other terms and conditions of this Agreement, YOU AGREE TO ABIDE BY THE FOLLOWING RULES IN CONNECTION WITH YOUR ACCESS TO AND/OR USE OF THE SERVICES:
- • You will not share passwords or other access information or devices or otherwise authorize any third party to access or use any Services on your behalf. You are responsible for all activities that occur under Your Account.
- • You will not engage in unlawful or illegal activity, including, without limitation, by engaging in unauthorized access or unauthorized use of any Services or any accounts, computers or networks related to a Service.
- • You will not view any information that you are not authorized to view nor will you attempt to view or obtain any data through any means from any Service you are not authorized to access or view.
- • You will not use any Service to breach or violate any confidentiality obligations or privacy requirements that you have to third parties.
- • You will not use any of the Services to misappropriate or violate the rights of any third party, including, without limitation, using a Service to store, send, or make available materials protected by intellectual property rights of third parties, without the permission of the owner of the intellectual property rights unless otherwise permitted by applicable law.
- • You represent, warrant and covenant that you have all necessary rights in and to all Data you upload to a Service or otherwise create or input using a Service, and that the storage of such Data on the Services is proper and legal.
- • You will not damage, disrupt, interfere with, diminish, or render inaccessible or unusable any of the Services or others’ equipment or software or others’ data, communications or use of the Services, or attempt to do so, or encourage or assist others to do so.
- • You will not use any of the Services to engage in fraudulent activity.
- • You will not use any of the Services to perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data.
- • You will not use any of the Services to violate the legal rights of others.
- • You will not attempt to reverse engineer any software provided in connection with any Service.
- • You will not take any action that encourages or assists others in engaging in any acts prohibited under this Agreement (including, without limitation, providing others with the ability to access Data they should not be able to access).
- • You will not use any of the Services to misrepresent your identity or impersonate any person.
- • You will abide by administrative directives issued by Safe Harbor Marinas from time to time concerning the access or use of the Services.
- • You will comply with and keep intact all copyright notices, trademark notices, information and restrictions contained on the Services or contained in any content or materials available on or accessed through the Services.
- • You will not copy, download, modify, publish, transmit, transfer, sell, license, reproduce, create derivative works of, distribute, display or in any way exploit or make commercial use of any articles, news items, newsletters or other similar content or materials published by Safe Harbor Marinas on or through a Service, unless Safe Harbor Marinas expressly provides in writing on a Service that you are permitted to do otherwise, or unless you otherwise obtain the prior written consent of Safe Harbor Marinas in each instance.
10. Advertisements and Promotions.
We may run advertisements and promotions from third parties on the Services. Your dealings or correspondence with, or participation in promotions of, advertisers other than Safe Harbor Marinas, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Safe Harbor Marinas is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on a Service.
11. Availability of Services.
Safe Harbor Marinas has the right in its complete discretion to change, restrict access to, suspend or discontinue, whether temporarily or permanently, any Service or all of the Services or any portion of a Service, at any time. In addition, please be aware that all online services like the Services suffer occasional disruptions and outages. Safe Harbor Marinas is not liable for any disruption or loss you may suffer as a result of any disruptions or outages or any discontinuation of the Services or any portion thereof. You acknowledge that if your access to and/or use of the Services or any portion thereof is interrupted or terminated, it is possible that you may no longer have access to the Data that you uploaded or otherwise created or inputted using a Service.
Without limitation of the foregoing, if you breach or violate any of the terms and conditions of this Agreement, your access to and use of the Services or any of them may be suspended or terminated without prior notice to you.
12. Errors and Inaccuracies.
The Services, including, without limitation, documents, brochures, experience and event information, membership information and benefits, alerts, prices, price quotes, articles, trip details, reservation details, rental availability, travel itineraries and logistics, merchandise, products and services information and related images and graphics published on or accessible through the Services may contain errors, inaccuracies and/or omissions, including, without limitation, technical inaccuracies and typographical errors. Safe Harbor Marinas reserves the right to correct any errors, inaccuracies or omissions; although, Safe Harbor Marinas will not have an obligation to make any such corrections. Safe Harbor Marinas reserves the right to change or update information contained on the Services at any time without prior notice to you. Without limitation of any other provisions of this Agreement, Safe Harbor Marinas will not be liable to you for any omissions or for any inaccuracies or errors contained on the Services or in any documents or other materials published on or accessible through the Services.
13. No Support or Upgrade Obligations.
We are not obligated to provide any support for the Services or to create or provide any corrections, updates, upgrades, bug fixes and/or enhancements of or to the Services. Nonetheless, we may, at our election and in our sole discretion, provide support to you for a Service in response to a support request made by you to us by method of a telephone call made or e-mail communication sent to, as applicable, a designated telephone number or e-mail address that we may separately provide you.
14. Right to Access Data and Use Feedback.
You hereby grant Safe Harbor Marinas and its service providers and contractors an irrevocable, royalty-free, worldwide license: (a) to collect, use, copy, process, store, transmit and display Data for the sole purpose of providing the Services to you; and (b) to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you related to the Services.
15. Online Payment Terms.
If an online payment option is offered through a Service, the following terms will be applicable to any use by you of such online payment option.
(a) It is not possible to guarantee the security or integrity of the information disclosed online because no data transmission over the Internet is completely secure. One or more third party service providers will be used to process credit card transactions. Such service provider(s) may share your personal information, including credit card number, with a ticket agent, a credit card processing company and/or a fulfillment company in order to process your payment and/or complete your order. The Safe Harbor Indemnitees will not be responsible or liable for the practices, acts or omissions of any such service provider or entities with whom they share your personal information, and you irrevocably waive any and all claims against Safe Harbor Marinas and all other Safe Harbor Indemnitees in connection with any practices, acts or omissions of any such service provider and entities with whom they share your personal information.
(b) You agree to pay the costs and fees for the products and services that you purchase, and you authorize us to charge your debit or credit card or process other means of payment (such as mobile wallet) for those costs and fees. The price stated for products and services purchased excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges.
(c) If you believe that Safe Harbor Marinas has charged you in error, you must contact Safe Harbor Marinas within thirty (30) days of such charge unless the refund policy for the applicable Service provides a different time period, in which event that different time period will apply.
16. Returns, Exchanges and Refunds Policy
Certain of the Services may have a returns, exchanges and refunds policy that is different than the general policy; in such an event, that different policy, rather than the general policy, will be deemed to apply to the products and services purchased from the applicable Service(s).
General Returns, Exchanges and Refunds Policy
- • Items are eligible for return or exchange only if they are returned or exchanged within thirty (30) days of the date of purchase.
- • If the item for which a return or exchange is sought was packaged in the manufacturer’s original packaging when purchased, the item must be received by Safe Harbor Marinas with that original packaging undamaged.
- • Items that are damaged, broken or destroyed after purchase are not eligible for return, exchange or refund.
- • If you do not have a receipt for the item(s) for which a return or exchange is sought, or other satisfactory (as determined by Safe Harbor Marinas) form of proof of purchase, it is within Safe Harbor Marinas’ complete discretion whether to permit a return or exchange.
- • Items that are claimed to be defective are eligible for return or exchange if Safe Harbor Marinas determines the item is, in fact, defective.
- • Books, maps and other similar products must be in an unused and unmarked condition to be eligible for return or exchange.
- • Returns and exchanges can be made only to the original place of purchase.
- • With respect to any parts purchased, eligibility for return, exchange or servicing will be in accordance with, and subject to, the terms of the service warranty (if any) for the parts.
- • Refunds are not available for items returned without a receipt or other satisfactory (as determined by Safe Harbor Marinas) form of proof of purchase. In the event there is no receipt or other satisfactory form of proof of purchase for an item, if the item meets all of the other requirements for a return or exchange and Safe Harbor Marinas decides it is willing to accept an exchange, but a store credit is desired rather than exchanging the item, Safe Harbor Marinas may, in its complete discretion, elect to issue a store credit rather than exchanging the item.
- • For items that Safe Harbor Marinas accepts for return, Safe Harbor Marinas reserves the right to issue a refund or credit in Safe Harbor Marinas’ complete discretion.
- • If Safe Harbor Marinas issues a refund or credit, Safe Harbor Marinas is under no obligation to issue the same or similar refund or credit in the future.
- • Refunds will be issued only to original method of payment unless Safe Harbor Marinas determines otherwise.
17. Fraudulent Activities.
We may use techniques to identify fraudulent activities. You agree to cooperate with such efforts as we may, in our sole discretion, deem necessary to identify attempted fraud. You further agree that if, for any reason, you are suspected of fraud or other breach of this Agreement, without limitation of any other provisions of this Agreement, we may, in our sole discretion, declare you to be in breach of this Agreement, suspend your use of the Services, terminate your use of the Services and/or seek prosecution against you to the fullest extent of the law.
18. International Users.
The Services are controlled, operated and administered by or on behalf of Safe Harbor Marinas from within the United States. Safe Harbor Marinas makes no representation that the Services are appropriate or available for use at locations outside of the United States, and access to the Services where the Services are illegal is prohibited. If you access the Services from a location outside the United States, you are responsible for compliance with all applicable local laws, regulations and restrictions.
19. Export Control.
You are prohibited from exporting or re-exporting the Services except as authorized by any applicable United States or non-U.S. laws and regulations and as may be authorized under this Agreement. Specifically, and without limiting the foregoing, the Services are prohibited from being exported or re-exported into any U.S. embargoed countries or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List, unless you have first obtained any required license from, as applicable, the U.S. Treasury Department, the U.S. Department of Commerce and/or other applicable U.S. Federal governmental authority(ies). By using the Services, you represent and warrant that you are not located in any such country and do not appear on, and are not owned or controlled by any person on any such list. You also agree that you will not use the Services for any purposes prohibited by United States or non-U.S. laws or regulations.
20. U.S. Government Rights.
If you are using the Services on behalf of the U.S. Government, the Services are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Services. If you are using the Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you must immediately discontinue your use of the Services. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
21. Notices and Procedure for Making Claims of Copyright Infringement.
Safe Harbor Marinas respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act, the name and address filed with the U.S. Copyright Office in Washington, D.C. for Safe Harbor Marinas’ designated agent to receive notification of claimed infringement is:
General Counsel, Designated Agent
Safe Harbor Marinas
14785 Preston Road, Suite 975
Dallas, TX 75254
Telephone: (972) 488-1314
Fax: (972) 406-5221
If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on a Service, written notice of claimed infringement of copyright should be sent to the name and address listed above. Please be aware that the Digital Millennium Copyright Act (17 U.S.C. § 512(c)(3)) requires that notices of claimed infringement must include certain minimal information. For more information about copyright law, the Digital Millennium Copyright Act and the elements required in a notice of claimed infringement, please visit the U.S. Copyright Office website at http://www.copyright.gov/title17/92chap5.html#512.
22. Disclaimer of Warranties and Limitation of Liability.
SAFE HARBOR MAKES NO COMMITMENT OR PROMISE THAT THE SERVICES ARE OR WILL HAVE ANY PARTICULAR LEVEL OR TYPE OF, AND DOES NOT ACCEPT ANY OBLIGATION TO PROVIDE OR HAVE ITS SERVICE PROVIDERS PROVIDE, ANY PARTICULAR LEVEL OR TYPE OF, TECHNICAL, PHYSICAL OR ADMINISTRATIVE SAFEGUARDS OR OTHER FORM OF DATA SECURITY OR DATA PRIVACY PROTECTIONS.
YOUR ACCESS AND USE OF, AND ANY RELIANCE BY YOU UPON, THE SERVICES IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THE SERVICES OR ANY OF THEM, OR WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE BEING PROVIDED TO YOU ON AN “AS IS” BASIS, WITH ALL FAULTS AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT OR FREEDOM FROM COMPUTER VIRUS, ALL OF WHICH SAFE HARBOR MARINAS HEREBY EXPRESSLY DISCLAIMS. WITHOUT LIMITATION OF THE FOREGOING, SAFE HARBOR MARINAS DISCLAIMS ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. ALL OF THE FOREGOING DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM. NEITHER SAFE HARBOR MARINAS NOR ANY OTHER PERSON MAKES ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY OF THE SERVICES FOR USE FOR YOUR PURPOSES. NO ORAL OR WRITTEN INFORMATION OR ADVICE, WHETHER GIVEN BY SAFE HARBOR MARINAS OR AN AUTHORIZED REPRESENTATIVE OF SAFE HARBOR MARINAS, IRRESPECTIVE OF WHETHER INCLUDED ON OR GIVEN THROUGH THE SERVICES, WILL CREATE ANY REPRESENTATIONS OR WARRANTIES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER SAFE HARBOR MARINAS NOR ANY OF ITS SERVICE PROVIDERS OR LICENSORS, NOR ANY OF THEIR RESPECTIVE AFFILIATES NOR ANY OF THEIR RESPECTIVE AGENTS, EMPLOYEES OR CONTRACTORS, WILL BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF SAFE HARBOR MARINAS AND ITS SERVICE PROVIDERS AND LICENSORS AND THEIR RESPECTIVE AFFILIATES AND EACH OF THEIR RESPECTIVE AGENTS, EMPLOYEES AND CONTRACTORS, TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED IN THE AGGREGATE TO DIRECT DAMAGES UP TO THE AMOUNT OF FIVE DOLLARS (USD $5.00) OR THE MINIMUM AMOUNT ALLOWED BY LAW, WHICHEVER IS GREATER.
23. Your Indemnification of Safe Harbor Marinas.
YOU AGREE, AT YOUR FULL COST AND EXPENSE, TO INDEMNIFY, DEFEND AND HOLD SAFE HARBOR MARINAS, ITS LICENSORS, SERVICE PROVIDERS, CONTRACTORS, SUCCESSORS AND ASSIGNS AND EACH OF THEIR RESPECTIVE AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (collectively, “Safe Harbor Indemnitees”) HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, COSTS, DAMAGES, LIABILITIES AND/OR EXPENSES THAT ARISE OUT OF OR RELATE TO (A) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS OF INFRINGEMENT BASED ON INFORMATION, DATA OR CONTENT YOU UPLOAD OR SUBMIT IN CONNECTION WITH THE SERVICES; (B) ANY FRAUD OR MANIPULATION OR OTHER BREACH OF THIS AGREEMENT BY YOU; (C) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS BROUGHT AGAINST ANY SAFE HARBOR INDEMNITEE ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, IN RESPECT OF YOUR USE OF THE DATA IN CONNECTION WITH THE SERVICES AND/OR THE RIGHTS GRANTED BY YOU UNDER THIS AGREEMENT IN RESPECT OF THE DATA; (D) ACTIVITY THAT OCCURS UNDER YOUR ACCOUNT; AND/OR (E) YOUR INFRINGEMENT OR VIOLATION OF ANY LAWS, REGULATIONS, RESTRICTIONS OR RULES APPLICABLE TO THE SERVICES OR ANY OF THEM, SAFE HARBOR APPS, THE THIRD PARTY APPS AND/OR THE DATA.
24. Governing Law.
This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The validity, interpretation and enforcement of this Agreement will be governed by the internal laws of the State of Texas (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of this Agreement, or matters arising out of or related to this Agreement, its making, performance or breach, or related matters, will be brought exclusively in the courts of the State of Texas in Dallas or of the United States of America for the Northern District of Texas in Dallas, and you consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND SAFE HARBOR MARINAS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be amended, modified or revised by you. In the event of any conflict between the terms and conditions of any other agreement to which you and Safe Harbor Marinas may be a party, and the terms and conditions of this Agreement, the conflicting terms and conditions of this Agreement will be deemed to control and prevail.