Policies:SailTeam & SailTeam Pro Agreement

STANDARD FORM OF AGREEMENT BETWEEN CLIENT AND COMPETE-AT FOR HOSTING SERVICES FOR SAILTEAM AND SAILTEAM PRO

1.0 Definitions.

1.1 "Client" means the person or organization that orders the Hosting Services and has obligations for the content being Hosted.

1.2 "Client Data" means all supporting data files and data structures provided by the Client to be Hosted.

1.3 "Server Space" means the rack space, power, and Internet connectivity provided to the Client. It includes any HTTP service, FTP service, SMTP service, POP service, server extensions, third-party software, and CGI library scripts. The Physical Server is owned, operated, and managed by the Compete-At.

1.4 "Physical Server" means the serving computers, hardware and operating- system, and software necessary to operate and support the Server in accordance with this Agreement.

Hosting Services in accordance with this Agreement.

2.0 Scope of Services. Compete-At will provide Client with the following specific services:

2.1 Physical Server Connection and Access. Compete-At will provide connection of the hosted content to the Internet, including all telecommunications equipment and connections for the Physical Server to provide public access on a 24-hour-a-day, 7-day-a-week basis, with the exception of scheduled maintenance downtime. Compete-At will use its best efforts to provide uninterrupted Physical Server Connection and Access, except for scheduled maintenance downtime and any interruption to Physical Server Connection and Access beyond our control caused by, for example, acts of nature, third-party equipment or transmission failures, or security breaches.

2.2 Maintenance Services. Compete-At will perform maintenance services to the server. Client agrees to permit periodically scheduled network maintenance downtime periods. Compete-At will provide prior notice of the network maintenance downtime, except when circumstances beyond our control limit our ability to do so. Compete-At DOES NOT provide any back up services as part of this contract. Any back up that Compete-At performs to any of their servers under the pervue of this contract SHOULD NOT be deemed as a regular and contracted service. As such, Compete-At DOES NOT warrant the availability of any data on any of the servers covered under this contract unless this contract is amended with a separate service contract that provides back up services to the Client.

2.3 Hardware, Equipment and Software. Client is responsible for and must provide all telephone, computer, hardware and software equipment and services necessary to access Compete-At. Compete-At make no representations, warranties, or assurances that Client’s equipment will be compatible with our service.

2.4 Domain name registration. This agreement does not cover any domain name registration or maintenance.

2.5 Termination of Services. Compete-At reserves the right to refuse services to anyone and to terminate existing services with 14 days advance notice for any or no reason and without advance notice if the Client violates any clauses of this agreement. Both parties agree that there will be no monetary compensation for terminated services regardless of the reason. No refunds. No proration.

2.6 Security and Integrity of Information. Although Compete-At implements the latest technology for information protection there is no guarantee that the information on the Internet is absolutely secured or never may be destroyed. Client agrees to keep the Compete-At harmless in case of loss of information or loss of privacy.

2.7 Uploaded and Entered Data. Compete-At is not responsible for the data (including but not limited to pictures and text) entered into the system by the client. The client should make every effort to keep backups of their data stored outside of our system.

3.0 Payment Terms. Client agrees to the following payment terms in consideration for the services provided:

3.1 Set-Up Fee. Client will pay Compete-At a one-time, non-refundable set-up fee of $49.95 for SailTeam and $995.00 for SailTeam Pro. Prices are subject to change and changes will be reflected here http://www.compete-at.com/products/sailteam.htm.

3.2 Content/Application Hosting Service Fee. Client will pay Compete-At a Monthly Service Fee of $29.95 for a one-year contract or $24.95 for a two-year contract for SailTeam or a Monthly Service Fee of $34.95 for a one-year contract or $29.95 for a two-year contract for SailTeam Pro, payable, in advance, by automatic credit card payment. Prices are subject to change and changes will be reflected here http://www.compete-at.com/products/sailteam.htm.

3.3 Promotional Sponsorships of Giveaways. Compete-At, in an attempt to support individuals, clubs, or national authorities may from time to time and at the discretion of the Compete-At management, may provide individuals, clubs, or national authorities with SailTeam or SailTeam Pro subscriptions free of charge for a specified period of time. At the conclusion of the promotional period the recipient of the subscription will be provided the opportunity to continue service using SailTeam or SailTeam Pro at the monthly rate specified in this document. If the user decides not to continue using the product by either notifying Compete-At of their intentions or by neglecting to enter their credit card information into the system, their site will be turned off after the promotional period has expired. Compete-At will attempt to notify users that their promotional period is coming to an end within the last 30 days of the promotional period. These notifications will be done via email using the email address provided by the client and stored in the system.

3.4 Upgrading from SailTeam to SailTeam Pro. In the event a SailTeam client wishes to upgrade from SailTeam to SailTeam Pro, the client will be responsible for difference in the set up fees between the two products at the time of the upgrade and the related increase in monthly service fess.

4.0 Representations and Warranties. Compete-At’s obligations under this Agreement are conditioned upon the following representations and warranties:

4.1 Compliance with Law. Client represents and warrants that Client will comply with all applicable state, provincial, municipal and federal laws in Client’s performance of this Agreement and in the use and operation of the Hosted content, including laws governing technology, software and trade secrets.

4.2 Authority to Contract. The undersigned represents and warrants that he have full authority and right to enter into this Agreement on behalf of the Client and that there are no conflicting claims relating to the rights granted by this Agreement.

4.3 Non-Infringement. Client represents and warrants that its performance of this Agreement and providing including the software or data files, shall not infringe the intellectual property or other proprietary rights of any third party and further agrees to abide by Compete-At’s Copyright Infringement Policy as documented at http://www.Compete-At.com/copyright.

4.4 Force Majeure. Compete-At shall not be liable for failure to fulfill its obligations hereunder if such failure is due to causes beyond its reasonable control, including, without limitation, actions or failures to act of Client, or any subscriber, acts of God, fire, catastrophe, governmental prohibitions or regulations, viruses which did not result from the acts or omissions of Compete-At, our employees or agents, national emergencies, insurrections, riots or wars, acts of terrorism, labor strikes, labor/management lockouts, work stoppages or other labor difficulties. The time for any performance required hereunder shall be extended by the delay incurred as a result of such act of force majeure, and Compete-At shall act with diligence to correct such force majeure.

4.5 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED ABOVE, Compete-At MAKES NO WARRANTY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, AND ALL SERVICES ARE PROVIDED ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT.

5.0 Client expressly agrees that use of Compete-At Hosting service is at Client’s own risk. Neither Compete-At, its employees, partners, affiliates, agents, third-party information providers, merchants, licensors or the like, warrant that Compete-At’s service will not be interrupted or error free; nor does Compete-At make any warranty as to the results that may be obtained from the use of its service or as to the accuracy, reliability or content of any information serviced or merchandise contained in or provided through its service, unless otherwise expressly stated in this Agreement.

5.1 Under no circumstances, including negligence, will Compete-At, its officers, partners, agents or anyone else involved in creating, producing or distributing our service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use our service. Compete-At will further not be liable for results from mistakes, omissions, interruptions, deletions of files, errors, defects, delays and operation, or transmission or failure of performance whether or not limited to acts of nature, communication failure, theft, destruction or unauthorized access to our records, programs or services. Client acknowledges that this paragraph shall apply to all of the Hosted content hosted at Compete-At’s data center.

5.2 Clients exclusive remedy for all damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) will not (a) exceed the actual dollar amount which Client paid during the billing quarterly period during which the cause of action arose, or (b) include any incidental, consequential, extemporary or punitive damages of any kind, including without limitation, loss of data, file, profit, good will, time, savings or revenue.

6.0 Term and Termination.

6.1 Contract Length and Cancellation. The minimum contract period for a Hosting Services is one year. In the event Client cancels the contract, Client will be charged in full for the entire length of contract. The Client will submit all cancellation notices in writing to Compete-At. Compete-At will also submit all cancellation notices to the Client.

6.2 Continued Service out of Initial Contract Period. Once the contract has been fulfilled with regards to term the client will continue to be provided the service and subsequently billed on a monthly basis until the client requests cancellation of the service; once cancellation has been requested the service will be terminated at the next billing cycle.

6.3 Changes/Alterations/Requests. All changes and alterations to the contract, or any other request regarding the contract will be agreed to by both parties in writing.

6.4 Duration. This Agreement will commence on the Effective Date and continue on a year-to-year basis, unless one month’s prior notice of cancellation is given prior to the end of term.

6.5 Breach or Default. In the event Compete-At terminates this Agreement because of a breach of contract by the Client, the Client will be charged in full for the remainder of the term year in which the breach occurred. The following constitute a breach or default of this Agreement:

Client’s failure to pay the current month Service Fee in advance.

Client’s violation of Section 8.0,

Client’s violation of 9.2, or

Client’s violation of Sections 4.1, 4.2 or 4.3.

6.6 Non Payment. If at any time a clients account is 30 days past due the account will be automatically suspended and access to your site will be interrupted. To reactivate a suspended account the client must provide a valid credit card and authorize the payment of the outstanding balance.

6.7 Credit Card Expiration, Cancellation, or Removal. The client is responsible for updating his or her credit card information in the system. Compete-At will make effort to notify the client via email if there is no credit card information stored, the credit card charged is declined, or prior to the expiration of the credit card stored in and used by the system for reoccurring billings. However it is the responsibility of the client to maintain a valid credit card (Visa or MasterCard) in the system. In the event the credit card expires and Compete-At is unable to bill for services the account may be canceled, terminated, or suspended.

6.8 Suspended, Canceled, and Terminated Accounts. Once an account has been suspended, canceled, or terminated, or in some other way is no longer active, all data stored in the system by the client may be deleted and removed from the system by Compete-At. Compete-At will not store data for clients who accounts have been suspended, canceled, or terminated and is not responsible for providing this information or access to it once an account is no longer active. In addition, the domain selected and used for the account (ie http://marine-suite/My_Boat.com) will be release and will not be saved or held for users whose accounts are not active.

7.0 Ownership Rights. Compete-At acknowledges that all right, title and interest in the Client Data shall be solely owned by the Client. Client owns or has licensed all server software and Physical Server equipment. In the event that Compete-At elects, at its option, to provide custom software to Client, this software will be licensed to Client for use only on Client’s Hosting Service according to the terms of this Agreement.

8.0 Activities Subject to Immediate Deactivation. Any Hosting Service that is used for Illegal, Abusive or Unethical Activity may be immediately deactivated by Compete-At without warning to Client. Illegal, Abusive or Unethical Activities include, but are not limited to, pornography, obscenity, nudity, violations of privacy, hacking, computer virus (generation or propagation), gambling, or promotion of gambling, and any harassing or harmful materials or uses, as determined by Compete-At. Client agrees to indemnify and hold Compete-At harmless from any claim resulting from Client’s publications or use of Illegal, Abusive or Unethical materials. Although Compete-At will make reasonable efforts to alert Client to such activities and allow Client an opportunity to cure them within a 12-hour period after discovery, Compete-At is not required to give notice before deactivating Client’s use of Compete-At services if, at Compete-At’s discretion and opinion, Client’s use is or results in Illegal, Abusive or Unethical activities. If a Hosting Service is deactivated, the regular monthly fees still apply.

9.0 Miscellaneous.

9.1 Public Nature of Internet. Please understand that all information submitted on the Hosting Service shall be considered publicly accessible. Client using appropriate technology should protect important and private information. For example, Compete-At is not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network provider that Client may use.

9.2 Governing Law and Legal Fees. This Agreement will be interpreted and applied in accordance with the laws of the county of Montgomery within the State of Maryland, without regard to the conflicts of law provisions. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable Legal fees, whether or not a suit is actually filed.

9.3 Control and Ownership of IP. Compete-At maintains and controls ownership of all IP numbers and addresses that may be assigned to Client, and Compete-At reserves, in it’s sole discretion, the right to change or remove any and all IP numbers and addresses.

9.4 Resale of Services and Flow-down of Obligations. Client may not resell any of the space on its own Hosting Services.

9.5 Age. Client certifies that the Client, if the client is not a registered corporation, is at least 18 years of age.

9.6 Transfer. Neither this agreement nor any interest herein may be assigned in whole or in part, by either party hereto without the prior written consent of the Compete-At.

10.0 Entirety, Merger, and Amendment. This agreement constitutes the entire understanding of the parties with respect to the subject matter of this agreement and merges all prior communications, understanding, and agreements.

11.0 Binding Effect. Subject to the limitations hereinbefore expressed, this agreement will mutually benefit and be binding upon the parties, their successors and assigns.

12.0 Severability. If any provision of this agreement shall be held by a court of competent jurisdiction to be contrary to law or public policy the remaining provisions shall remain in full force and effect.

13.0 Right to Change/Alter. Compete-At reserves the right to modify, and/or change these Terms and Conditions of service.

14.0 Notices. All notices may be sent by email, fax, or express mail to the email address, fax number, or address most recently provided and will be effective upon transmission. Evidence of successful transmission shall be retained.

15.0 No Partnership or Agency. Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, employment relationship, franchise relationship or taxable entity between the parties, nor shall either party have the right, power or authority to create any obligations or duty, express or implied, on behalf of the other party hereto, it being understood that the parties are independent contractors vis-a-vis one another.

16.0 No Third Party Beneficiaries. Nothing contained in this Agreement, express or implied, shall be deemed to confer any rights or remedies upon, nor obligate any of the parties hereto, to any person or entity other than such parties, unless so stated to the contrary.

17.0 Excused Performances. Compete-At shall not be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of the Services, resulting directly or indirectly from acts of God, acts of civil or military authority, civil disturbance, war, strikes or other labor disputes and disturbances, fire, transportation contingencies, shortages of facilities, fuel, energy, labor or materials, or laws, regulations, acts or order of any government agency or official thereof, other catastrophes, or any other circumstances beyond Compete-At's reasonable control. In the event of any such delay or failure, the parties shall defer performance of the Services to a date and time mutually agreeable.

18.0 Captions. The section headings and captions contained herein are for reference purposes and convenience only and shall not in any way affect the meaning or interpretation of this Agreement.

19.0 Gender. Where the context so requires, the masculine gender shall include the feminine or neuter, and the singular shall include the plural and the plural the singular.

20.0 Recitals. The recitals above set forth are incorporated herein by reference

21. Disclosures.

The services hereunder are offered by BGR Enterprises, LLC., located at 4905 Del Ray Avenue, Suite 507, Bethesda, MD 20814, USA.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, and in consideration of the covenants and agreements contained herein, do hereby execute this instrument, with each party warranting their ability to enter into this agreement for the person or entity herein named as a party hereto.