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PARTNERSHIP TERMS & CONDITIONS

THIS PARTNERSHIP TERMS & CONDITIONS ("Agreement") is entered into between Watersports International LLC ("Agency") and the undersigned ("Partner"), collectively referred to as the "Parties", to establish the terms and conditions governing the partnership between the Agency and the Partner. By signing below, the Partner acknowledges that they have read, understood, and agreed to be bound by the provisions of this Agreement.

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1. Formation of Partnership.

The Partner acknowledges that this Agreement establishes a qualified partnership between the Parties for the purpose of promoting, advertising, and offering the Partner's services to clients referred by the Agency.

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2. Engagement and Services.
Subject to the terms and conditions set out herein, the Partner hereby engages Agency to

provide the following services ("Services"):

  • 2.1.Advertising and Promotion: The Agency shall advertise and promote the Partner's services to potential clients through various marketing channels, including but not limited to, digital platforms, social media, email marketing, and other advertising methods.

  • 2.2.Booking and Reservations: The Agency shall manage the booking and reservation process for the Partner's services, including handling inquiries, confirming bookings, and collecting deposits from clients.

  • 2.3.Client Referrals: The Agency shall refer clients to the Partner's services and facilitate introductions between the Partner and the clients as necessary.

  • 2.4.Communication: The Agency shall respond to prospects and clients on behalf of the Partner, ensuring prompt and professional communication.

  • 2.5.Rate Adjustments: The Agency is authorized to adjust and raise the rates provided by the Partner for their services, subject to the provisions of this Agreement.

  • 2.6.Promotion of Partner's Media: The Agency is permitted to use and modify the Partner's photographs, videos, or other digital media for promotional purposes.

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3. Partnership Obligations.

  • 3.1.Mutual Understanding: The Parties acknowledge and agree that this partnership is formed with the understanding that neither party shall have any obligations to the other, unless explicitly stated and agreed upon in writing and signed by both parties.

  • 3.2.Voluntary Participation: Partner understands and acknowledges that they are under no obligation to accept any bookings or reservations from Watersports International. Partner retains the full discretion to accept or decline any booking or reservation without incurring any liability towards Watersports International.

  • 3.3.Written Agreement Requirement: Any modifications, additions, or changes to the partnership terms and obligations, including any new obligations imposed on either party, shall be made through a written agreement, signed by authorized representatives of both Watersports International and Partner.

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4. Authorization for Advertising and Booking Services.

  • 4.1.Advertising and Booking Authorization: The Partner hereby grants the Agency full authorization to advertise, book, and/or offer the Services to its clients.

  • 4.2.Advertising Discretion: The Agency is permitted to advertise the Partner's services in any manner it deems appropriate and necessary, to effectively promote and market the services provided by the Partner.

  • 4.3.Minor Alterations: The Agency may make minor alterations to the information provided by the Partner for the purpose of advertising and marketing the Services. Such alterations shall be made in good faith and with the intent of enhancing the promotion of the Partner's services.

  • 4.4.Deposit Authorization: Partner authorizes the Agency to charge a deposit from clients who book the Partner's services through the Agency. The amount of the deposit will reflect the Agency's commission, service fees, and any other associated fees related to booking the Partner's services.

  • 4.5.Deposit Handling: The Agency shall handle all requests for client deposits in a transparent and accountable manner in accordance with the terms agreed upon between the parties.

  • 4.6.Booking Confirmation: Upon receipt of the deposit, the Agency shall promptly confirm the booking with the client and inform the Partner of the booking details.

  • 4.7.Client Payments: The Agency shall be solely responsible for collecting a deposit from clients on behalf of the Partner for bookings made through the Agency's platform. The deposit shall be an amount agreed upon by the Agency and the Partner, and it shall reflect the Agency's commission and service fees for facilitating the booking. The Partner acknowledges that the Agency is entitled to retain this deposit as compensation for its services, and the Agency shall have no obligation to refund or remit any part of the deposit to the Partner. After the Agency has collected the deposit and deducted its commission and service fees, the Partner shall be responsible for collecting the remaining balance due from the client. The remaining balance shall be the outstanding amount to be paid by the client to complete the full payment for the booking. The Agency's obligations in relation to the financial aspects of the booking shall be limited to the collection of the deposit, reflecting the Agency's commission and service fees. The Agency shall have no responsibility or liability for any issues, disputes, or actions related to the collection, handling, or receipt of the remaining balance by the Partner.

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5. Assumption of Inherent Risks.

  • 5.1.Acknowledgment of Inherent Risks: The Partner acknowledges and understands that there are inherent risks associated with operating a business and/or leasing/renting property and/or company property and/or offering services in exchange for any form of payment. These inherent risks include, but are not limited to Equipment Failure, Equipment Damage, Equipment Loss, Serious Injury and/or Death, logistics Issues, Acts of Other Participants, adverse weather conditions, force majeure events, etc.

  • 5.2.Voluntary Assumption: The Partner hereby voluntarily assumes all such inherent risks associated with the provision of the Services without any coercion or inducement from the Agency.

  • 5.3.Exercise of Due Care: The Partner acknowledges that it has a duty to exercise reasonable care for its own safety and the safety of any individuals participating in the services provided by it.

  • 5.4.Release of Liability: Partner agrees to release and hold harmless the Agency, its directors, officers, employees, agents, and representatives, from any and all claims, demands, causes of action, or liabilities arising out of or related to any incidents, accidents, injuries, or damages resulting from the inherent risks described above.

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6. Non-Disparagement and No Malicious Acts.

  • 6.1.Non-Malicious Actions and Revenue Preservation: The Partner agrees that under no circumstance will they engage in any malicious actions or conduct towards the Agency that may result in the loss of revenue for the Agency or damage its business interests.

  • 6.2.Prohibition on Malicious Acts: Malicious acts are strictly prohibited and include, but are not limited to:

  • 6.2.1.  Canceling Reservations: Partner shall not cancel reservations made through the Agency and subsequently allow clients to rebook the same or similar itinerary without reimbursing the Agency for any lost revenue.

  • 6.2.2.  Unauthorized Payment Transactions: Partner shall not accept payment from clients for services referred by the Agency without remitting the agreed-upon commissions, service fees, or referral payments to the Agency.

  • 6.2.3.  Failure to Remit Payments: Partner shall not withhold payments owed to the Agency for services or referrals provided by the Agency.

  • 6.2.4.  Actions Leading to Loss of Revenue: Partner shall not engage in any actions that directly or indirectly lead to loss of revenue for the Agency.

  • 6.3.Reimbursement and Late Fees: In the event of any malicious acts that result in loss of revenue for the Agency, the Partner agrees to be fully responsible for reimbursing the Agency for any lost commissions, service fees, upcharges, and any other additional fees incurred.

  • 6.4.Notice and Repayment: The Partner shall promptly reimburse the Agency for any losses upon receiving a written notice and/or invoice detailing the amount due. The repayments shall be made by the Partner within 15 days from the date of notice. Failure to make repayments within the stipulated timeframe will incur a late fee of 5% of the total amount owed per month until the repayment is made in full.

  • 6.5.Legal and Court Fees: If the Agency initiates any legal action to recover lost revenue or damages resulting from malicious actions, the Partner agrees to reimburse the Agency for any legal fees and/or court fees incurred during the process.

  • 6.6.Preservation of Reputation: The Partner agrees that under no circumstance will they engage in any actions or behaviors that may cause damage to the reputation of the Agency. The Partner shall exercise the highest degree of care to maintain and preserve the positive reputation of the Agency in the business community.

  • 6.7.Indemnification: The Partner agrees to indemnify and hold the Agency harmless from any claims, demands, causes of action, liabilities, costs, and expenses arising out of or related to any malicious actions taken by the Partner.

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7. License, Insurance, and Legal Compliance.

  • 7.1.License and Legal Compliance: The Partner hereby represents and warrants that they, their operation, and/or their business are fully licensed, insured, and permitted to legally operate, rent, lease, charter, and/or execute the services offered. The Partner agrees to hold all necessary licenses, insurance, and permits in good standing at all times while operating and/or offering their services and/or equipment. The Partner further agrees to comply with all applicable laws and regulations related to their business activities.

  • 7.2.Active Insurance Policy: The Partner agrees to maintain an active and valid insurance policy in place with coverage limits that meet or exceed the requirements mandated by law or industry standards. The insurance policy shall remain in force and effect during the entire duration of the partnership with the Agency.

  • 7.3.Immediate Notification of Non-Compliance: The Partner shall promptly notify the Agency in writing if any of their legal operating requirements, licenses, insurance policies, or permits are not in good standing at any time during the course of the partnership. The Partner understands and agrees that failure to comply with this notification requirement may result in immediate termination of the partnership by Watersports International.

  • 7.4.Hold Harmless Provision: The Partner agrees to hold the Agency harmless and take full responsibility for any illegal business or charter activity conducted by the Partner. The Partner shall bear all liabilities and consequences arising from any legal violations related to their business operations.

  • 7.5.Insurance Policy Limits: The Partner acknowledges that they are solely responsible for maintaining adequate insurance policy limits that are sufficient to cover any liabilities or damages that may arise from their services or business activities. The Partner agrees to hold the Agency harmless for any damages that exceed the coverage limits of their insurance policy.

  • 7.6.Indemnification: The Partner agrees to indemnify and defend Watersports International and its agents, employees, officers, and directors from and against any and all claims, demands, suits, actions, liabilities, losses, costs, expenses, and damages arising from or related to the Partner's failure to maintain necessary licenses, insurance, permits, or legal compliance.

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8. Equipment Maintenance and Safety.

  • 8.1.Equipment Maintenance Obligation: The Partner agrees to diligently and regularly keep and maintain all equipment related to the services in good and safe condition at all times. The Partner shall ensure that the equipment is fully functional, safe to use, and complies with all applicable safety regulations and industry standards. The Partner shall perform regular preventive maintenance on the equipment to ensure its optimal performance and safety. This includes inspections, repairs, and replacements as necessary.

  • 8.2.Prompt Repairs: In the event of any equipment malfunction or damage, the Partner agrees to promptly undertake repairs or replacements to restore the equipment to its safe and proper working condition.

  • 8.3.Unsafe Equipment Prohibition: The Partner shall not allow the use or operation of any equipment related to the services offered if the equipment is deemed to be in poor or unsafe condition. If any equipment is found to be unsafe or unsuitable for use, the Partner shall immediately take appropriate actions to rectify the issue or remove the equipment from use.

  • 8.4.Compliance with Safety Standards: The Partner agrees to comply with all safety regulations and guidelines applicable to the equipment used for providing services. This includes adherence to local, state, and federal safety laws and regulations.

  • 8.5.Inspection Records: The Partner shall maintain accurate records of equipment inspections, maintenance activities, repairs, and any safety-related incidents. These records shall be made available to the Agency upon request.

  • 8.6.Assumption of Liability: The Partner acknowledges that they assume full liability for any injuries, damages, or losses resulting from the use or operation of their equipment.

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9. Payment and Sensitive Information Handling.

  • 9.1.Payment Responsibility: The Partner acknowledges and agrees that beyond collection of the deposit, the Agency shall not be responsible for collecting other payment and/or sensitive information from clients booked and/or referred by the Agency for the Partner's services. The Partner assumes full responsibility for collecting all outstanding payments due from clients for the services rendered.

  • 9.2.Client Information Handling: The Partner agrees to handle all sensitive information related to clients booked and/or referred by the Agency with utmost care and confidentiality. This includes but is not limited to credit card details, personal information, and any other sensitive data.

  • 9.3.Payment Disputes: In the event of any payment disputes or issues arising between the Partner and the clients, the Partner agrees to resolve such matters directly with the clients. The Agency shall not be held liable for any funds that are not collected or lost during the payment process.

  • 9.4.Security Measures: The Partner shall implement appropriate security measures to protect the privacy and security of client information. This may include encryption, secure data storage, and compliance with applicable data protection laws.

  • 9.5.Indemnification: The Partner shall indemnify and hold the Agency harmless from any claims, damages, or liabilities arising from the handling of payment and sensitive information related to the services rendered by the Partner.

  • 9.6.Cooperation with the Agency: The Partner agrees to cooperate with the Agency as required to facilitate the smooth handling of payment and sensitive information for booked and/or referred clients. This may include providing necessary information or documentation upon request.

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10. Rate Adjustment and Deposit Authorization.

  • 10.1.Rate Adjustment Authorization: The Partner hereby authorizes the Agency to adjust and raise the rates provided by the Partner for their services to any amount deemed necessary by the Agency. In the event of such rate adjustment, the Agency shall not be obligated to compensate the Partner for any difference in rates.

  • 10.2.Deposit Authorization: The Partner agrees to grant the Agency the authority to charge a deposit from clients booking the Partner's services. The deposit amount shall reflect any applicable commissions, service fees, additional fees, and up-charges as specified by the Agency for the successful booking of the services.

  • 10.3.Minimum Rate Obligation: The Agency shall not sell the Partner's services for any amount less than the rates provided by the Partner, minus the agreed-upon commissions, service fees, and/or up-charges, without obtaining prior authorization from the Partner.

  • 10.4.Discounts and Incentives: The Agency may offer discounts and incentives to clients on the condition that the total amount of discounts and incentives shall not exceed the sum of their commissions, service fees, and/or up-charges. The Agency shall obtain authorization from the Partner or the Partner's representatives if any discounts or incentives exceed the specified limit.

  • 10.5.Modification of Rates and Policies: The Partner acknowledges that the Agency reserves the right to modify rates, commissions, service fees, and up-charges for the Partner's services. Any such modifications shall be communicated to the Partner in writing and shall be effective upon the agreed-upon date of implementation.

 

11. Listing Authority and Executive Decision-Making.

  • 11.1.Listing Authority: The Partner hereby grants the Agency the authority to publish and list the boat(s) or business(es) owned or represented by the Partner on the Agency's platform and affiliated marketing channels. The Partner acknowledges that the Agency is authorized to display relevant information, images, and details related to the listed boat(s) or business(es) for the purpose of facilitating the marketing and promotional activities provided under this Agreement.

  • 11.2.Executive Decision-Making: In cases where the Partner is not the owner of the vessel(s) or business(es) but has been duly authorized and entrusted by the owner(s) to act on their behalf, the Partner shall have the right to make executive decisions regarding the listing, marketing strategies, and other matters pertaining to the boat(s) or business(es) in relation to the Agency's services. The Partner shall be deemed as the authorized representative with full decision-making power, and the Agency shall recognize and abide by the Partner's decisions unless otherwise specified in writing.

  • 11.3.Representation and Authority: The Partner agrees to indemnify and hold the Agency harmless against any claims, disputes, or liabilities arising from the Partner's representation of ownership or executive decision-making on behalf of the boat(s) or business(es) listed with the Agency. The Partner further affirms that they possess the necessary authority and consent to act on behalf of the owner(s) of the listed boat(s) or business(es) and shall provide any evidence of such authority upon the Agency's reasonable request.

  • 11.4.Owner's Consent: In the event of any dispute or query regarding the Partner's authority to act on behalf of the actual owner(s) of the boat(s) or business(es), the Agency reserves the right to request written consent or confirmation from the owner(s) validating the Partner's representation and decision-making authority. The Partner shall promptly provide such documentation to the Agency upon request.

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12. Limitation of Liability.

  • 12.1.In no event shall either party be liable to the other for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, loss of business, or loss of data, arising out of or in connection with this agreement, even if the party has been advised of the possibility of such damages.

  • 12.2.Each party's total liability under this Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to the total amount of fees paid by the Client to the Agency under this agreement during the six (6) months immediately preceding the date on which the liability arose.

  • 12.3.Notwithstanding anything to the contrary in this Agreement, the limitations of liability set forth in this clause shall not apply to liability arising from (a) willful misconduct, (b) fraud, (c) bodily injury or death, or (d) any breach of confidentiality or intellectual property rights obligations.

 

13.  Indemnification.

  • 13.1.Release and Discharge of Claims: The Partner hereby holds harmless, releases, and forever discharges the Agency and its agents, representatives, employees, successors, and assigns from all claims, demands, and causes of action that the Partner, their heirs, representatives, executors, administrators, or any other persons acting on their behalf or on behalf of their estate may have, whether known or unknown, arising from or related to this authorization. The Partner agrees to indemnify and hold the Agency harmless from any liabilities, costs, expenses, and damages incurred as a result of any claims, demands, and causes of action arising from the Partner's services, rental/lease/ charter, or any other business activities conducted under this partnership.

  • 13.2.Damage and Loss to Equipment: The Partner further holds harmless, releases, and forever discharges the Agency from any damage and/or total loss to any and all equipment involved with any participants booked and/or referred from the Agency. This includes any damage or loss to equipment used during the provision of the Partner's services.

  • 13.3.Injury, Death, and Incidents: The Partner holds harmless, releases, and forever discharges the Agency from any claims, liabilities, or damages arising from any injury, death, or incidents that may occur from or involve any and all participants booked and/ or referred from the Agency. This includes any unnamed, unknown, or undocumented individuals related to or involved within the same party/group as named, known, or documented participants. The Partner agrees to treat any unnamed, unknown, or undocumented individuals as participants, and any lawsuits arising from such incidents will be the sole responsibility of the Partner.

  • 13.4.Reimbursement of Losses: In the event that any lawsuits, legal fees, or fines arise from incidents involving participants booked and/or referred from the Agency, and the Agency is affected in any way, the Partner agrees to promptly reimburse the Agency for any money(s) and/or funds lost as a result of such incidents.

  • 13.5.Defense of Claims: The Partner shall assume the sole responsibility for defending any claims, demands, and causes of action arising from their services, rental/lease/charter, or any other business activities conducted under this partnership. The Agency shall have no obligation to defend any such claims on behalf of the Partner.

 

14. Term and Termination.

  • 14.1.This Agreement shall commence on the date of execution and shall remain in effect for

  • an initial term of one (1) year unless terminated earlier in accordance with the provisions


  • herein (the “Initial Term”).

  • 14.2.Upon the expiration of the Initial Term, this Agreement shall automatically renew for

  • successive renewal terms of one (1) year each, unless either party provides written notice of non-renewal to the other party at least 30 days prior to the end of the then current term.

  • 14.3.Notwithstanding the foregoing, either party may terminate this Agreement for convenience by providing no less than 30 days written notice of termination to the other party. The termination shall take effect on the date specified in the notice, or if no date is specified, on the date the notice is received by the other party.

  • 14.4.Upon termination of this Agreement, all rights and obligations of the parties under this agreement shall cease, except for those that by their nature should survive, including but not limited to the provisions related to confidentiality, liability, indemnification, and dispute resolution.

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15. Media Release.

The Partner hereby grants the Agency permission to use any photographs, videos, or other digital media, taken or provided by the Partner, in any and all of its publications, including web- based publications, without payment or other consideration. The Partner authorizes the Agency to use, in any way deemed necessary, any of its photographs, videos, and/or other digital media that are or were posted on the Partner's website(s), social media account(s), and/ or shared directly with the Agency for the furtherance of this Partnership. The Partner understands and agrees that all photos, videos, and digital media will become the property of the Agency and will not be returned. The Partner hereby irrevocably authorizes the Agency to edit, alter, copy, exhibit, publish, or distribute these materials for any lawful purpose. The Partner waives any and all rights to inspect or approve the finished product and waives any right to royalties or other compensation arising or related to the use of the photo, video, and/or digital media.

 

16. General.

  • a. Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, agreements, representations, and understandings, whether oral or written.

  • b. Amendment: Any modification, amendment, or waiver of the terms of this agreement must be made in writing and signed by both parties.

  • c. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

  • d. Assignment: Neither party shall assign or transfer its rights or obligations under this agreement without the prior written consent of the other party, except in the case of a merger, acquisition, or change of control, where the rights and obligations of one party may be transferred to the successor entity.

  • e. Waiver: The failure of either party to enforce any provision of this agreement shall not be deemed a waiver of that provision or any other provision of this Agreement.

  • f. Force Majeure: Neither party shall be liable for any failure or delay in performance under this agreement to the extent caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, labor disputes, natural disasters, or governmental actions.

  • g. Notices: Any notice, demand, or other communication required or permitted to be given under this agreement shall be in writing and shall be deemed given when delivered personally or sent by registered, certified mail or e-mail, return receipt requested, to the addresses of the parties as set forth in this agreement or to such other address as may be designated in writing by either party.

  • h. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

  • i. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and electronic signatures shall be considered original signatures for all purposes.

 

The Partner haven carefully read and understood the terms and conditions of this Agreement, hereby agrees to be bound by its provisions and undertakes to comply with all the obligations and responsibilities set forth herein. By placing its signature below, the Partner acknowledges that it has read, accepted, and agreed to be legally bound by this Agreement in its entirety.

Signed: ______________________

NAME: DESIGNATION: DATE:

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