GETBOAT SERVICE PARTNER AGREEMENT
WHEREAS,- The Company is interested in increasing the Service’s clients input;
- The Partner joins GetBoat Service for placing orders for short-term watercraft rent with or without crew for personal non-commercial use;
- The Company agrees to extend special terms for Partner provided his regular and high use of the Service,
The Partner accepts the terms of this Partner Agreement (the “Agreement”) for the mutually beneficial cooperation.
1. The Terms
"Company” is GETBOAT GLOBAL INC., a corporation duly registered and existing under the laws of the United States of America, State of Delaware having its registered office at: 251 Little Falls Drive, Wilmington, New Castle County, State of Delaware, 19808, USA.
GetBoat Service (the «Service») is a service available at the web-site https://getboat.com/, designed for search for short-term watercraft rent with or without crew for personal non-commercial use.
Partner is a legal entity or sole entrepreneur interested in use of the Service on a regular basis as a corporate client or on behalf of its own customers.
Partner’s Web-site is the Partner’s web-site.
Web-site is the Company’s web-site at: https://getboat.com/
Subdomain is a special section of the Partner’s Web-site, developed and maintaining by the Company which enables to interact with GetBoat Service database in order to book and pay for the watercraft rent.
Widget is a software package developed by the Company which allows access to GetBoat Service data from the Partner’s Web-site in order to rent and pay for the watercraft.
Promocode (Code) is a special alphanumeric sequence given to the Partner and identifying him among other Partners cooperating with the Company.
Clients are individuals or legal entities using the Service in order to rent a watercraft with or without crew and attracted by the Partner subject to the terms of the present Agreement.
Completed Rental means the single service for assigning a watercraft with or without crew for temporary use to the Client by a Yacht Owner, paid in full and duly executed, that was booked by the Client via the Service through the link with UTM or the Widget or the Subdomain or with use of the Promotional Code.
Yacht Owner means a legal entity, an individual entrepreneur or a private person registered in the Service and intending to provide a watercraft for rent to Clients via the Service.
Personal Account is a restricted part of the Service accessible only by the Partner after authorization. Personal Account contains the Partner’s data, set of personal settings and features of the Service, tracking of statistics of Completed Rentals and orders, extra services options. Personal Account can also be used for communication between the Parties.
2. Subject of the Agreement
2.1. Under this Agreement the Partner provides services for attracting new Clients and increasing the number of orders carried out via GetBoat Service via the Subdomain and/or by distribution of the Promocodes, as well as making the Widget available on the Partner’s Web-site, and the Company pays for the Partner's services in accordance with Section 6 of this Agreement.
2.2. For the purposes of this Agreement the services shall be considered duly rendered in any cases of the Completed Rental that was booked by the Partner or the Client via the Service, the Subdomain and/or via the Widget on the Partner’s Web-site and/or with the presence of the Promocode, including those booked by the Partner for its own use.
2.3. While booking and using short-term watercraft rent services the Partner shall follow the rules of use of the Service as provided by the Company in GetBoat.com Service Agreement placed at: https://getboat.com/yachts/service-agreement/
3. Coming into Force
3.1. The Partner shall register on the Web-Site and create the Personal Account for which he/she shall fill out the special form (contact phone number, email address, create a password) and confirm consent with and acceptance of the terms of this Agreement by clicking the “Accept” button.
3.2. After the completion of registration and authorization process, the Company shall assign to the Partner an ID, an individual digital code that allows to identify the Partner.
3.3. The present Agreement is the Company’s offer and comes into force from the moment the Partner clicks the “Accept” button when registering on the Web-site. The Partner may at any time print out the present Agreement. Personal conditions of cooperation shall be agreed by the Parties in a separate agreement.
4. The Parties’ Obligations
4.1. Subject to this Agreement, the Company shall:
4.1.1. upon the Partner’s request develop and maintain the Subdomain which gives access to all functions of the Service; the design of the Subdomain should be based on the design of the Partner’s Web-site and should include the Partner’s Web-site colors, styles and the Partner’s identity and the Partner’s logo;
4.1.2. create the Widget and pass it to the Partner;
4.1.3. generate the Promocode, assign it to the Partner and provide the Partner with the technical capability to track the Promocode in the Partner’s Personal Account;
4.1.4. calculate the Partner’s remuneration and pay the relevant sums in accordance with Section 6 hereunder;
4.2. Subject to this Agreement, the Partner shall:
4.2.1. provide the Partner’s Web-site users, the Partner’s clients, partners and/or employees with the information about GetBoat Service, distribute Widget and/or Promocodes;
4.2.2. place Widget on the viewable and generally available part of the user interface of the Partner’s Web-site, prevent Widget and/or defacement and shutting it in with banners and other the Partner’s Web-site modules;
4.2.3. provide access to Subdomain and/or Widget when using standard software for Internet connection from desktop and mobile devices;
4.2.4. keep the software in good working condition;
4.2.2. use the Service for the purposes stipulated in this Agreement only;
4.2.3. not use or disclose any information provided by the Company or received via the Service including but not limited to texts, descriptions, images, maps and so on, for the purposes that are not directly specified by the Parties.
4.2.4. while booking and using the rent services the Partner shall follow the GetBoat.com Service Agreement as provided at https://getboat.com/yachts/service-agreement/. The Partner shall also bring the mentioned rules and their compulsoriness to the notice of all the Clients that will use the watercrafts booked via Subdomain or Widget (UTM) or with use of Promocodes.
4.2.5 not distribute negative or misleading information about the Company, GetBoat Service or other partners in the form of reviews in specialized websites, in the media and in the Partner’s Web-site.
5. The Parties’ Rights
5.1. In order to execute this Agreement, the Company shall have the right to:
5.1.1. enter into any necessary contracts and/or agreements with any third parties in order to fulfill its obligations under this Agreement;
5.1.2. suspend or terminate the effect of this Agreement at any time, notifying to the Partner of its decision within 7 business days;
5.1.3. immediately suspend access to the Service database in case of any breach of this Agreement by the Partner as well as if the Company has reasonably sufficient causes to consider the Partner breaking the governing legislation.
5.2. In order to execute this Agreement, the Partner shall have the right to:
5.2.1. enter into any necessary contracts and/or agreements with any third parties in order to fulfill its obligations under this Agreement;
5.2.2. receive remuneration for the services rendered timely and in full;
5.2.3. request and receive complete information about GetBoat Service necessary for carrying out the obligations under this Agreement.
6. Remuneration
6.1. For the services provided by the Partner pursuant to the present Agreement the Partner shall receive remuneration as follows:
6.1.1. for the Completed Rentals booked via the Subdomain or Widget the Partner shall receive cashback calculated as percentage of the regular cost of each Completed Rental, the amount of which shall be agreed by the Parties in a separate agreement between the Parties;
6.1.2. for the Completed Rentals booked with use of the Promocodes the remuneration shall be in the form of:
(a) cashback in the form of percentage of the cost of the Completed Rental, the amount of which shall be agreed by the Parties in a separate agreement between the Parties; or
(b) discount calculated as percentage of the cost of the Rental, the amount of which shall be agreed by the Parties in a separate agreement between the Parties; or
(c) cashback to the Partner calculated as percentage of the cost of the Completed Rental and discount to the Client calculated as percentage of the cost of the Rental, the amount of which shall be agreed by the Parties in a separate agreement between the Parties.
6.2. If the remuneration is in the form of discount, such a discount shall be provided to the Partner and/or the Client when entering the Promocode by the Partner and/or by the Client while booking the rent of watercraft.
6.3. If the remuneration is in the form of cashback:
6.3.1. Such remuneration shall be calculated in the US dollars (the “Base Currency”) as of the end of each calendar month. In case the cost for the Completed Rental while ordering was defined by the Yacht Owner in other currency, for the purposes of calculation of the remuneration under this Clause 6.3.1. such cost should be calculated based on the Completed Rental’s price expressed as the US dollars at the exchange rate available at https://fixer.io/ as of the date when such rental was booked by the Partner or the Client from the Yacht Owner.
6.3.2. The remuneration shall be paid monthly in the US dollars (the “Payment Currency”) within 15 (fifteen) calendar days following the reporting month but not earlier than the amount of remuneration accrued for the reporting period exceeds USD 100 (One hundred). At the request of the Partner the Payment Currency may be other than US dollars, in this case conversion shall be at the exchange rate available at https://fixer.io as of the date of payment.
6.3.3. The remuneration calculated pursuant to this Clause 6.3. shall be transferred to the Partner’s bank account indicated by the Partner in the Partner’s Personal Account.
6.4. The quantity of the Completed Rentals and the Partner’s remuneration accrued in accordance with this Section 6. shall be calculated by the managers of GetBoat Service, and can be at any time itemized and provided to the Partner through the Personal Account. All correspondence relating to the calculation of the Partner’s remuneration and/or cost of the Completed Rentals should be considered appropriate also if sent as specified in Section 13 below.
7. Intellectual Property
7.1 Each Party represents and warrants that it has all the rights and authorities necessary to enter into and execute the Agreement and does not violate any rights of third parties, including rights to intellectual property objects.
7.2. The Company represents and warrants that it has all the necessary rights and authorities in reference to the Service, and grants to the Partner access to the Service database only to the extent necessary for execution of this Agreement.
7.3. The Partner has the right to use the Widget and the Promocodes received from the Company under this Agreement only for the purposes of the present Agreement. Under no circumstances should the Partner distribute the Widget and the Promocodes or disclose them to any third parties for the purposes not specified herein.
7.4. Under this Agreement each Party grants to the other the right to use the logo and trademark of the granting Party only to the extent that is necessary for marketing or informational purposes in order to promote the Parties’ cooperation under this Agreement. The Partner does not have any rights in regard to any other intellectual property owned by the Company and/or its affiliates.
7.5. Within the term of this Agreement and after its termination or expiration the Partner should not identify itself as part of GetBoat Service, representative or affiliated structure of GETBOAT GLOBAL INC.
8. Force Majeure
8.1. The Parties shall be relieved from liability for partial or complete failure to fulfill obligations under this Agreement due to force majeure circumstances. For the purpose of the present Agreement force majeure circumstances shall mean circumstances that are above of any Party’s control, such as fire, flood, earthquake, other natural disasters and military activities.
8.2. The Party which faces inability to fulfill its obligations under this Agreement shall immediately, but not later than within one day, notify the other Party on the commencement and cessation of circumstances preventing the Party from fulfillment of its obligations hereunder this.
8.3. The existence of force majeure circumstances shall be confirmed by a reference (references) prepared by the authorized bodies or organizations.
8.4. The absence of notification or untimely notification on the force majeure circumstances shall deprive the Party of the right to refer to them.
9. Assignment and Novation
9.1. The Company may assign, transfer, novate or otherwise deal in any manner, all or any part of the benefit of this Agreement and any of its rights, remedies, powers, duties and obligations under this Agreement to any person, without the Partner’s consent and in any way the Company considers appropriate.
9.2. The Partner agrees that it may not transfer any assignee, transferee or any other person who has an interest in this Agreement, any right of set off or other rights that the Partner has against the Company.
10. Term and Termination
10.1. This Agreement shall commence at the moment specified in clause 3.3. herein and shall continue until terminated in accordance with this Section 10.
10.2. Notwithstanding any other provision of this Agreement, the Company may at any time and for any reason immediately terminate this Agreement as without prior notice or need to specify reasons to the Partner, including if:
(A) the Partner has breached any provision of this Agreement or acted in a manner which clearly shows that the Partner does not intend to or is unable to comply with any provision in this Agreement;
(B) the Partner distributes negative or misleading information about the Company, the GetBoat Service or other partners in the form of reviews in specialized websites, in the media and in the Partner’s Web-site;
(C) The Company reasonably considers it is required to do so by the application of any laws or regulations or by any government, quasi-government, authority or public body (including any regulatory body of any jurisdiction); or
(D) the Company determines that performing its obligations under this Agreement is no longer commercially viable.
10.3. The Company will inform the Partner of such termination by notice in accordance with Section 10 below.
11. Governing Law and Disputes Resolution
11.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA.
11.2. In case of any dispute between the Parties resulting from, arising out of or in connection with this Agreement or related to its subject matter, the Parties shall do their best to resolve such dispute by way of negotiation. If the Parties fail the dispute shall be referred to and finally resolved through judicial procedure in accordance with the applicable laws of the State of Delaware, USA.
12. Third Party Rights
12.1. Any person who is not a party to this Agreement may not enforce or enjoy the benefit of any provision of this Agreement.
13. Notices
13.1 The Partner agrees that the Company may give notices and communications, under or in connection with this Agreement by announcement on the Web-site or to the email address indicated by the Partner in the Personal Account and that such notice is deemed to be effective and received by the Partner at the time it is published on the Web-site, or, if sent to the Partner’s email address, at the moment of receipt by the Company of an automated message on delivery of that notice.
13.2 Notices to the Company may be directed to the email address
info@getboat.com specified on the Web-site.
