OnBuoy Community Terms of Service

Onbuoy.com (the “ Site ”), is owned and operated by OnBuoy, SPC, a Washington Social Purpose Corporation and our affiliated entities (“ OnBuoy ”, “ Company ”, “ we ” or “ us ”) and governs your right to use the Site and mobile application (collectively, the “ OnBuoy Platform ”). These terms of service (this “ Agreement ” or these “ Terms ”) form a binding agreement between you as a User (“ you ” or “ your ”) and us and shall be the equivalent of a written paper agreement between you and us. The effective date of this Agreement is when you accept or are deemed to accept this Agreement as discussed below. We are excited to provide a platform to increase the number of safe mooring options available to recreational boaters and to help preserve the marine environment by assisting recreational boat owners in connecting with owners of underutilized docks and/or mooring buoys.
These Terms apply to your use of our services and software provided on our Site, any services, buoy inspection services, content, communications, and offerings relating to the Site, and as set forth in these Terms (the “ OnBuoy Platform ”).

NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION WITH A CLASS ACTION WAIVER AND A WAIVER OF THE RIGHT TO A JURY. PLEASE REVIEW SECTION 24 BELOW BEFORE DOWNLOADING OR USING THE ONBUOY PLATFORM.

We reserve the right to make modifications to these Terms at any time and for any reason. Please check these Terms regularly to ensure you are aware of any modifications made by us. By continuing to access or use the OnBuoy Platform after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to these Terms, you must immediately stop using the OnBuoy Platform.

1. Platform. The OnBuoy Platform enables users (“Community Members”) to publish, offer, search for, and reserve mooring buoys and dock space for short term, recreational usage. Community Members who offer mooring buoys and dock space for short term, recreational usage are “Hosts” (each Host offering, is a “Listing”), and Community Members who use the OnBuoy Platform to search for, reserve, or use mooring buoys and dock space are “Guests.” To qualify as a Community Member and have access to the OnBuoy Platform, you must first sign up for an account pursuant to Section 4 below. Subject to these Terms, we provide the OnBuoy Platform including hosting and maintaining the Site, facilitating the formation of agreements between Community Members, and assisting Community Members in resolving disputes that may arise in connection with those agreements. You acknowledge that we do not supervise, direct, control, or monitor Community Members in performance of any contractual obligations Community Members may have under a contract with another Community Member or a 3rd party and you agree that: (a) OnBuoy is not a party to any contracts between Community Members; (b) OnBuoy is not responsible for ensuring the accuracy or legality of any User Content, for which Community Members are solely responsible; (c) OnBuoy does not make any representations about or guarantee any particular Community Member’s Listings; and (d) nothing will create an employment, agency, or joint venture relationship between OnBuoy and any Community Member offering a Listing.

2. Acknowledgement and Disclaimers. By using the OnBuoy Platform, you acknowledge and agree that Community Members, and not OnBuoy, are solely responsible for (a) evaluating and determining the suitability of any Listing or Community Member; (b) assessing whether to enter into a contract with another Community Member and for verifying any information about another Community Member; (c) deciding whether to enter into a contract on OnBuoy as well as the contract terms, and (d) negotiating, agreeing to, and executing any terms or conditions of the contracts and for performing and monitoring performance under them. All contracts between Community Members are directly between the Community Members, and OnBuoy is not a party to those contracts.

3. Privacy. By accessing or using the OnBuoy Platform, you intend to and expressly agree to be bound by all the terms and conditions of this Agreement and our Privacy Policy (available at http://www.onbuoy.com/privacy-policy) (the “Privacy Policy”), which is incorporated herein by reference. If you do not agree to these terms and conditions, you may not use the OnBuoy Platform. Any information that you provide to us is subject to the Privacy Policy, which governs our collection and use of your information. You understand that through your use of the OnBuoy Platform you consent to the collection and use of your information as set forth in the Privacy Policy.

4. Accounts. You must register an account to access and use the features of the OnBuoy Platform. By registering to use the OnBuoy Platform, you represent and warrant that you:

• If an individual, are at least 18 years old;

• Are legally qualified to enter a binding contract with us;

• Are not prohibited by law from using the OnBuoy Platform;

• Do not have more than one account on the OnBuoy Platform; and

• Have not previously been removed from the OnBuoy Platform by us, unless you have our express written permission to create a new account.

  Moreover, you must provide accurate, current, and complete information during registration and keep your account information up-to-date. You may not register more than one account or transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify OnBuoy if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If and as permitted by applicable law, we may, but have no obligation to (a) ask you to provide identification or other information, (b) undertake checks designed to help verify your identity or background, (c) screen you against third-party databases or other sources and request reports from service providers.

  If at any time you cease to meet these requirements, we reserve the right to delete your account with us, to revoke all credentials held by you and to delete all Content uploaded by you to the OnBuoy Platform.

5. Guest Terms. You can use the OnBuoy Platform to search for Listings by using various criteria. You can also use filters to refine your search results. Search results are based on their relevance to your search and other criteria. Relevance considers factors like availability, location, reviews, popularity, and Host requirements, and more. When you reserve a Listing, you are agreeing to pay all charges for your reservation including fees, taxes, and any other items identified during checkout. When you receive the booking confirmation, a contract (a "Reservation") is formed directly between you and the Host. In addition to these Terms, you will be subject to, and responsible for complying with, all terms of the Reservation, including without limitation, the cancellation policy and any other rules, standards, policies, or requirements identified in the listing on the OnBuoy Platform or during checkout that apply to the Reservation. It is your responsibility to read and understand these rules, standards, policies, and requirements prior to booking a Listing. A Reservation is a limited license to use the Listing. The Host retains the right to access the Listing during your Reservation, to the extent: (a) it is reasonably necessary, (b) permitted by your contract with the Host, and (c) consistent with applicable law. If you use the Listing beyond the scope of the Reservation, the Host has the right to make you remove your boat and other equipment in a manner consistent with applicable law.

   In general, if as a Guest you cancel a Reservation, the amount refunded to you is determined by the situation that prompted the cancellation. If the Guest cancels due to some failure in the Listing that, upon investigation by OnBuoy is determined to be the fault of the Host, then the Guest will be entitled to a full refund. But, in certain situations, other policies take precedence and determine what amount is refunded to you. If the Host cancels, you may be eligible for a partial or full refund. Guests and Hosts are responsible for any booking modifications they agree to make via the OnBuoy Platform ("Booking Modifications"), and agree to pay any additional amounts, fees, or taxes associated with any Booking Modification.

   You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you invite to join or provide access to any Listing provided by the Host. Your use of the listing must be solely for recreational purposes, and you are not permitted to conduct any commercial or residential activities as part of or in connection with using the Listing. Additionally, (i) you are responsible for leaving the Host's equipment (and related personal property) in the condition it was in when you arrived, (ii) you are responsible for paying all reasonable damage claim amounts necessary to cover damage that you, your guest(s), your vessel, or your pet(s) cause to the Host's equipment, and (iii) you must act with integrity, treat others with respect, and comply with applicable laws at all times.

   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 OnBuoy Platform and any Content (as defined in Section 7), including your use of any Listing, or any other interaction you have with other Community Members whether in person or online. You acknowledge that boating and related activities, specifically, are inherently dangerous and involve a risk of serious injury and death and that a variety of factors determine the suitability of any piece of marine equipment for a specific use.

   You further acknowledge that OnBuoy does not control nor does it have knowledge of: weather, water conditions, composition or condition of the marine floor, acts of God, the condition or seaworthiness of marine vessels, the competency and/or level of experience of boat operators, mooring equipment manufacturing defects, undetectable equipment defects and/or wear, as well as a variety of other factors that affect the safety of engaging in boating activities while utilizing the OnBuoy Platform and Services.

   This means it is your responsibility to investigate the Listings to determine whether they are suitable for your use. For example, using the Listings may carry risk of illness, bodily injury, property damage, disability, or death, and you freely and willfully assume those risks by choosing to make use of those Listings.

   In consideration of using a Host's Listing, you agree to indemnify and hold harmless the Host, and their estate, heirs, executors, administrators, grantees, successors and assigns from any and all liability, claims, losses, damages, or expenses (including reasonable attorneys' fees) arising out of or relating to your use of the Listing, including but not limited to damage to your vessel or surrounding property, personal injury, or death.

6. Host Terms. The OnBuoy Platform provides tools that make it easy for you to set up and manage Listings. Your Listing must include complete and accurate information about the Listing, your fees, and any rules or requirements that apply to your Listing. For example, you are responsible for ensuring that all mooring buoys and docks are properly maintained and regularly inspected for structural integrity by a competent inspector, have been properly registered and licensed with all appropriate government bodies and otherwise in accordance with all applicable laws. You are responsible for keeping your Listing information (including calendar availability and GPS location) and content (like photos) up-to-date and accurate at all times. We recommend that you obtain appropriate insurance for your Listings and surrounding personal property and suggest you carefully review policy terms and conditions including coverage details and exclusions.

   You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Listing. If you have questions about how local laws apply you should always seek legal advice.

   You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Listing. You are responsible for establishing rules and requirements for the Listing, including but not limited to ensuring that no commercial or residential activities take place and that Guests do not partake in any commercial or residential activities. You may not collect any additional fees or charges outside the OnBuoy Platform.

   You acknowledge that acting as a Host carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the OnBuoy Platform, offering Listings, or any interaction you have with other Community Members whether in person or online. You agree that you have had the opportunity to investigate the OnBuoy Platform and any laws, rules, regulations, or obligations that may be applicable to your moorage equipment or Listings and that you are not relying upon any statement of law made by OnBuoy.

7. Content. Parts of the OnBuoy Platform enable you to provide feedback, text, photos, audio, video, information, and other content (collectively, “Content”). By providing Content, in whatever form and through whatever means, you grant OnBuoy a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish and otherwise exploit, that Content, without limitation. If Content includes personal information, our Privacy Policy describes how we use that personal information. You are solely responsible for all Content that you provide and warrant that you either own it or are authorized to grant OnBuoy the rights described in these Terms. You are responsible and liable if any of your Content violates or infringes the intellectual property or privacy rights of any third party.

   You hereby represent and warrant that any Content you provide:

• Is not created solely for the purpose of advertising or other commercial content, including company logos, links or company names;

• Does not contain spam, unwanted contact, or content that is shared repeatedly in a disruptive manner;

• Does not endorse or promote illegal or harmful activity, is not sexually explicit, violent, graphic, threatening, or harassing;

• Does not attempt to impersonate another person, account, or entity, including a representative of OnBuoy;

• Is not illegal and does not violate another person's or entity's rights, including intellectual property rights and privacy rights;

• Does not contain another person's private or confidential information, including content that is sufficient to identify a listing's location.

  You agree to defend, indemnify, and hold us harmless for all damage or liability we incur because of your violation of this Section.

  If you believe that any Content violates your copyright, please see our Copyright Policy (available at https://www.onbuoy.com/dmca) for instructions on sending us a notice of copyright infringement. It is our policy to terminate the accounts of repeat infringers.

8. Reviews. After using the OnBuoy Platform, Guests and Hosts will have an opportunity to review each other. Your review must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates Section 7. Reviews are not verified by OnBuoy for accuracy and may be incorrect or misleading.

9. Compliance with Laws. You agree to provide and/or use the Listings only for lawful purposes, and to conduct your business and any transaction that uses the Listings, in accordance with all applicable laws and regulations, including all federal and state laws and regulations relating to private recreational docks, mooring buoys, and aquatic lands. You will not use the Listings for any fraudulent or illegal activity.

10. Fees; Payment Processing. In general, our mission is sustained by charging fees (and applicable taxes) to Community Members for the right to use the OnBuoy Platform. We also facilitate the payment of certain fees on the OnBuoy Platform. The amount of our fees and charges may be disclosed on the appropriate page on our Site summarizing the transaction and requiring your authorization before proceeding or through a separate written agreement with you. By using the OnBuoy Platform, you agree to pay all fees. Subject to applicable law and as authorized by our agreements with you, we reserve the right to adjust our pricing and fees at any time. All payments between Community Members will be processed through third-party payment processors. We use Stripe as a third-party payment processor and may use other sub-processors. The processing of payments will be subject to Stripe’s Service Agreement (available at https://stripe.com/ssa) and its Privacy Policy (available at https://stripe.com/privacy), in addition to the Privacy Policy and these Terms. We are not responsible for any errors by Stripe. Furthermore, we are not responsible for any payments between Community Member.

11. Your License to the OnBuoy Platform. Subject to your payment of applicable fees and continued compliance with this Agreement and any separate agreements we may have with you, we hereby grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access the OnBuoy Platform as authorized in these Terms. Except for the limited license to access the OnBuoy Platform identified in the preceding paragraph, you acknowledge that nothing contained in these Terms shall be construed as granting or conferring to you, by implication, estoppel or otherwise, any right, title, or interest to any intellectual property of the Company, our third-party service providers or any other third party, including any (a) inventions (whether patentable or not in any country), patents, patent applications, invention disclosures, improvements, trade secrets, proprietary information, know how, information, or technical data; (b) copyright protected works, copyright registrations, mask works, mask work registrations or applications in the United States or any foreign country; (c) trademarks, trademark registrations, service marks, logos or applications therefor in the United States or any foreign country; (d) trade secrets; or (e) any other tangible or intangible proprietary rights anywhere in the world.

12. Restrictions On Use. You agree that you will not:

• distribute the OnBuoy Platform for any purpose, including, without limitation, compiling an internal database, redistributing or reproducing the OnBuoy Platform by way of the press or media or through any commercial network, cable or satellite system;
• allow other individuals or entities to access your account without the express written permission of OnBuoy;
• create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sublicense, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the OnBuoy Platform in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise;
• permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of the Company or its licensors or allow any third party to access the OnBuoy Platform;
• probe, scan or test the vulnerability of the OnBuoy Platform and any system or network;
• breach or otherwise circumvent any security or authentication measures;
• access, tamper with, or use non-public areas or parts of the OnBuoy Platform, or shared areas of the OnBuoy Platform you have not been invited to;
• access, search, or create accounts for the OnBuoy Platform by any means other than our publicly supported interfaces;
• promote or advertise products or services other than your own without appropriate authorization;
• circumvent storage space, usage, or transaction limits for improper means, including attempting to circumvent our fees;
• publish or share materials that are unlawful or indecent, or that contain extreme acts of violence or terrorist activity;
• advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment;
• harass or abuse our personnel or representatives or agents performing services on behalf of the Company;
• store, publish or share material that is fraudulent, defamatory, or misleading; or
• violate the law in any way.

13. Platform Rules. In addition to the restrictions outlined in Section 12, you must ensure that your use of our OnBuoy Platform complies with certain platform rules that we may publish or update from time to time (the “Platform Rules”).

• Private Recreational Use Only. If you are a Guest, you agree that you will not use the OnBuoy Platform to moor boats for commercial or residential use, but rather solely for private recreational purposes.

• Shore Access. While OnBuoy Listings showcase beautiful waterfront locations, shore access via the Host's private property IS NOT automatically included with any Listing. Hosts may choose to offer shore access as an amenity at their discretion, and details will be clearly specified in the individual listing description. Unless otherwise specified in the Listing, you agree not to trespass on Host's private shoreline property and to only access the shore via publicly accessible shoreline access points such as publicly accessible docks, beaches, or boat ramps that may be nearby the Listing location.

• Penalty for use of a Host Listing without permission. Members acknowledge that Listings are the personal, private property of Hosts and that use of Host's Listing without permission constitutes trespassing. Members found to have knowingly used a Host's Listing without first obtaining permission through the OnBuoy Platform will be subject to a fine and/or suspension or termination of their access to the OnBuoy Platform until such fine is paid and Host is compensated for the infraction.

  If you do not agree to our Platform Rules, you must immediately cease to use the OnBuoy Platform. You understand that our Platform Rules are binding and that in the event of your breach of our Platform Rules or this Agreement we will have discretion to take the following steps: (i) terminate your account, (ii) reduce your access to the OnBuoy Platform, and (iii) remove your Content, with or without any prior notice. For the avoidance of doubt, any breach of the Platform Rules by you constitutes a material breach of this Agreement.

14. OnBuoy’s Role. We work hard to ensure our Community Members have great experiences using the OnBuoy Platform, however we do not and cannot control the conduct of Community Members. You acknowledge that OnBuoy has the right, but does not have any obligation, to monitor the use of the OnBuoy Platform and verify information provided by our Community Members. For example, we may review, disable access to, remove, or edit Content to: (a) operate, secure and improve the OnBuoy Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (b) ensure Community Member compliance with these Terms; (c) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (d) address Content that we determine is harmful or objectionable; (e) take actions set out in these Terms; and (f) maintain and enforce any quality or eligibility criteria, including by removing Listings that do not meet quality and eligibility criteria. Community Members acknowledge and agree that OnBuoy administers these Terms, including decisions about whether and how to apply them to a particular situation, at its sole discretion. Community Members agree to cooperate with and assist OnBuoy in good faith, and to provide OnBuoy with such information and take such actions as may be reasonably requested by OnBuoy with respect to any investigation undertaken by OnBuoy regarding the use or abuse of the OnBuoy Platform. OnBuoy is not acting as an agent for any Community Member.

15. Suspension. Without limiting our ability to terminate under this Agreement or our right to change, modify, suspend or discontinue the OnBuoy Platform at any time as set forth elsewhere in these Terms, we also reserve the right to cancel or suspend transactions and/or the OnBuoy Platform due to fraud or compliance-related concerns.

16. Third-Party Links and Services. The OnBuoy Platform may contain links to other sites. The Company does not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice or statements contained at such sites, and when you access such sites, you are doing so at your own risk.

17. Feedback. If any Community Member sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the OnBuoy Platform, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback and any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, without any attribution or compensation to any party, although we are not required to use any Feedback.

18. Assumption of Risks.

• You understand, acknowledge, and freely assume all risks relating to your access or use of the OnBuoy Platform.
• You understand and acknowledge there is no guarantee that personal information and transactions on the OnBuoy Platform or on the internet will be maintained confidential and secure. Your access or use of the OnBuoy Platform is at your own risk, and that to the maximum extent permitted by applicable law we assume no liability or responsibility pertaining to the OnBuoy Platform, your use of the OnBuoy Platform or the receipt, storage, transmission or other use of your personal information.

19. Indemnity. You agree to indemnify, defend and hold harmless the Company, its agents, suppliers, licensors, affiliates and their respective directors, officers and employees (collectively, the “Indemnified Parties”) against all losses, liabilities, suits, claims, actions, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees and expenses) sustained, incurred or paid by any Indemnified Party directly or indirectly resulting from, arising out of, relating to or in connection with: (a) violation of these Terms by you, or other person using your account or credentials; (b) alleged and/or proven breach of applicable laws and/or regulations by the Company; (c) your access to or use of the OnBuoy Platform, (d) any information used, stored, or transmitted in connection with your account or credentials; (e) breach of the rights of any third party, including but not limited to privacy, publicity, intellectual property, or other proprietary rights, by you, or anyone using your account or credentials; or (f) violation of any law, regulation, or other legal requirement. This paragraph is intended to be applicable to the maximum extent allowed by law.

20. Limitations on Liability and Disclaimers

• NO WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE AGREEMENT WITH YOU, THE ONBUOY PLATFORM IS PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR-FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.

• NO SPECIAL DAMAGES. IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, LOST PROFITS OR LOST SAVINGS, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

• ADDITIONAL LIMITATION. IN NO EVENT WILL COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM: GOVERNMENT ENFORCEMENT DUE TO ONBUOY’S FAILURE TO COMPLY WITH APPLICABLE LAWS OR REGULATIONS, VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS; TELECOMMUNICATIONS SERVICE PROVIDERS; LINKS TO THIRD PARTY WEBSITES; PERSONAL INJURY; THIRD PARTY CONTENT, PRODUCTS OR SERVICES; DAMAGES OR LOSSES CAUSED BY YOU OR YOUR RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS; THE USE OR INABILITY TO USE THE SERVICES; ANY OTHER WEBSITE ACCESSED TO OR FROM THE SERVICES; OR EVENTS BEYOND THE REASONABLE CONTROL OF THE COMPANY, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

• AGGREGATE LIABILITY. IN NO CASE WILL THE COMPANY'S, ITS AFFILIATES', AGENTS', LICENSORS', AND THEIR RESPECTIVE DIRECTORS', OFFICERS' AND EMPLOYEES' CUMULATIVE TOTAL LIABILITY FOR ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE OR OTHERWISE) ARISING UNDER OR RELATING TO THE SERVICES BE MORE THAN THE VALUE OF THE FEES ACTUALLY PAID TO US BY YOU DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.

21. Term and Termination.

• We may, at any time and in our sole discretion, without prior notice, and without any liability to you, modify or discontinue any portion of the OnBuoy Platform, either temporarily or permanently.
• At any time and in our sole discretion, without prior notice, and without any liability to you, we may (a) cancel or deactivate your account; or (b) temporarily or permanently, suspend, restrict, or terminate access to any or all of the OnBuoy Platform for any reason or for no reason. We are under no obligations to disclose its reason for any termination or suspension of the OnBuoy Platform to you or generally.
• In the event of any termination of this Agreement, discontinuation of the OnBuoy Platform, or termination of your right to access the OnBuoy Platform: (i) all fees and amounts payable to us by you shall immediately become due, (ii) we may delete any of your Community Member data without any liability to you, provided that we also reserve the right to retain your Community Member data for seven (7) years following termination; and (iii) we may cancel any open transactions that are pending at the time of the termination of your right to access the OnBuoy Platform. We reserve the right to retain aggregated anonymized Community Member data for longer to improve the OnBuoy Platform, prevent fraud and produce aggregated statistics.
• The provisions of these Terms relating to indemnification, our limitations of liability and disclaimers, your warranties and any other provisions which by their terms should reasonably survive termination, shall survive termination of the OnBuoy Platform or this Agreement.

22. Separate Agreement. From time to time, we may enter into separate agreements to govern your use of the OnBuoy Platform. Except otherwise replaced by the terms of such separate agreements, these Terms shall govern and control with respect your use of the OnBuoy Platform.

23. Notices. We may provide you with notices in any of the following methods: (a) via the OnBuoy Platform, including by a banner or pop-up within the applicable Site, account or elsewhere; (b) by email, sent to the e-mail address you provided us; and/or (c) through any other means, including any phone number, SMS or text message or physical address you provided us. Such notice to you will be deemed received and effective upon receipt or twenty-four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice. If we choose to notify you through electronic communication, you agree to receive such communications, including but not limited to our applicable policies, statements, reports, invoices, receipts, disclosures, legal or regulatory statements or documents via electronic delivery.

24. Binding Arbitration. PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF, AND REQUIRES YOU ARBITRATE DISPUTES WITH US. If you have a dispute with us, we will first seek to resolve such a dispute through our support team.

    Except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of intellectual property, copyrights, trademarks, trade names, logos, trade secrets or patents, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, will be determined by binding arbitration. The location of the arbitration will be determined by OnBuoy to be in either (a) the state of your residence or (b) the county and state of our chosen legal counsel at the time of the dispute. The arbitration will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Disputes will not be resolved in any other forum or venue. You agree that any arbitration will be conducted by a sole arbitrator. Pre-arbitration discovery will be limited to the greatest extent provided by the rules of AAA, the arbitration award will not include factual findings or conclusions of law, and no punitive damages will be awarded. Notwithstanding any other rules, no arbitration proceeding brought against OnBuoy will be consolidated with any other arbitration proceeding without OnBuoy’s written consent. Judgment may be entered upon any award granted in any arbitration in any court of competent jurisdiction in the county and state in which OnBuoy maintains its principal office at the time the award is rendered, in the county and state where OnBuoy is organized or incorporated or in any other court having jurisdiction. The arbitrator will, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail.

    NOTICE: BOTH YOU AND ONBUOY ARE AGREEING TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS ARBITRATION AGREEMENT, BOTH YOU AND ONBUOY ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. BY AGREEING TO ARBITRATION, YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR STATE LAW. THIS ARBITRATION AGREEMENT EVIDENCES A TRANSACTION IN INTERSTATE COMMERCE, AND THUS TO THE EXTENT APPLICABLE, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION. BOTH YOU AND ONBUOY CONFIRM THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

25. Governing law. This Agreement shall be governed pursuant to the laws of the State of Washington, USA, without regard to principles of conflict of laws. you agree that OnBuoy may initiate a proceeding related to the enforcement or validity of OnBuoy’s intellectual property rights in any court having jurisdiction. With respect to any proceeding that is not subject to arbitration under this Agreement or policies incorporated herein, you agree that any proceedings shall be in the federal or state courts located in Washington. You waive any objection to venue and to submit to personal jurisdiction in any such courts.

26. Interpretation. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.

27. Entire Agreement. This Agreement as it may be amended or modified from time to time in accordance with these Terms, and all other legal notices and policies on this website, constitutes the entire agreement between you and the Company with respect to the use of the OnBuoy Platform.

28. Amendment. The Company reserves the right, in its discretion, to amend this Agreement at any time by posting amendments on this website. All amendments made to this Agreement and these Terms will take immediate effect. If any resulting amendment or modification to these Terms requires OnBuoy to interrupt, terminate, or cancel access to and/or use of the OnBuoy Platform, then it shall have the exclusive right to do so. You are responsible for periodically reviewing the amendments on this website, and you are deemed to be aware of such amendments. If you do not agree to the amended terms and conditions, you shall immediately stop using this website. Access to this website or use of this website after any amendments have been posted shall constitute your acknowledgement and acceptance of the amended terms and conditions.

29. Severability. Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.

30. Inurement. This Agreement shall inure to the benefit of and be binding upon each of us and our respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.

31. Assignment. You shall not assign or transfer any of your rights or obligations under this Agreement without our prior written consent, which we may withhold at our sole and absolute discretion. Any actual or attempted assignment hereof by you contrary to the terms of this Agreement shall be null and void. We may, at our discretion, assign some or all our rights or obligations to a third party, without your consent or approval. If we are acquired by, sold to, or merged with a third-party entity, we reserve the right to transfer or assign all your Community Member data as part of such merger, acquisition, sale, or change of control.

32. Support. FAQs, tutorials, and help resources are available at https://www.onbuoy.com/help.