BYO Confidentiality Agreement

To see upcoming Business Yacht Ownership® webinars and register to attend, please accept this Confidentiality Agreement.

This Confidentiality Agreement (this “Agreement”) is made and entered into between you (the individual accessing the Proprietary Information (as defined below) and any entity on behalf of which you are acting) (“You”) and Atlantic Cruising Yachts, LLC, a Delaware limited liability company (“ACY” and together with You, the “Parties”).IT IS IMPORTANT THAT YOU CAREFULLY READ AND UNDERSTAND THIS AGREEMENT. BY CLICKING THE “I ACCEPT” BUTTON BELOW, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT AND DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE CLICK THE “I DO NOT ACCEPT” BUTTON BELOW. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PROPRIETARY INFORMATION.

RECITALS

WHEREAS, ACY desires to (a) disclose or otherwise make available to You certain confidential and/or proprietary information and materials in connection with ACY’s webinars regarding boat ownership and related topics (collectively, the “ACY Webinars”) and (b) protect and preserve the confidential and/or proprietary nature of the ACY Webinars; and

WHEREAS, You desire to access the ACY Webinars on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  • (1) Incorporation of Recitals. Each of the foregoing recitals are hereby incorporated herein by reference.
  • (2) Proprietary Information, Ownership, Non-Disclosure, Restrictions on Use, and Remedies.Proprietary Information” means the ACY Webinars and any and all information and materials disclosed during the course of or otherwise in connection with the ACY Webinars, including, without limitation, all content on all web pages associated with the ACY Webinars.  All Proprietary Information shall remain the sole and exclusive intellectual property of ACY.  You shall hold all Proprietary Information in strict confidence and shall not disclose any Proprietary Information to any third party; provided, however, that You may share Proprietary Information with your financial and legal advisors who are subject to written confidentiality obligations that are at least as strict as those contained herein solely in connection with your evaluation of the products and services provided by ACY.  To the extent You share Proprietary Information with such advisors, You shall advise such individuals of the confidential nature thereof and require that the Proprietary Information be treated accordingly.  You shall use the Proprietary Information exclusively for Your internal, personal, noncommercial, informational purposes and not for any other purpose (including, without limitation, in competition with the interests of ACY).  You shall not modify, sell, sublicense, or distribute the Proprietary Information in any way, or create derivative works based upon the Proprietary Information and shall not decompile, reverse engineer or decode the Proprietary Information, in whole or in part.  Except as provided in this Agreement, You may not use the Proprietary Information in any fashion that infringes the copyrights or other interests therein.  You agree that, due to the unique nature of the Proprietary Information, the unauthorized use and/or disclosure of the Proprietary Information shall cause irreparable harm and significant injury to ACY.  Therefore, You agree that ACY, in addition to any other available remedies, shall have the right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Agreement, without the necessity of posting any bond or other security.
  • (3) No Professional Advice; Disclaimer of Warranties. The ACY Webinars and the Proprietary Information are (a) made available solely for general information purposes and (b) not intended to and shall not be used as legal, tax, or other professional advice.  You access and use the ACY Webinars and the Proprietary Information at your own risk and on an “AS IS” basis.  ACY does not warrant the accuracy, completeness or usefulness of the ACY Webinars or the Proprietary Information.  ACY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, OR WHETHER ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR PROFESSION OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, INTERFERENCE WITH ENJOYMENT OR OTHERWISE.
  • (4) You shall indemnify, hold harmless, and defend (if requested) ACY and its officers, agents, employees, from all suits, actions or claims of any character, name or description resulting from Your access to and use of the ACY Webinars and the Proprietary Information.
  • (5) Miscellaneous.
    • Jurisdiction and Venue. This Agreement, and the rights and obligations of the Parties hereunder, shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts made and to be performed therein, excluding its conflicts of law provisions.  Any action under this Agreement shall be brought in a court of competent jurisdiction in Fairfax County, Virginia and the Parties hereby: (i) agree that jurisdiction and venue are proper in Fairfax County, Virginia; (ii) consent to personal jurisdiction in Fairfax County, Virginia; and (iii) waive any right to transfer this case to any other court or forum without consent of the other Party. THE PARTIES EACH WAIVE ANY AND ALL RIGHTS THEY MIGHT HAVE TO HAVE ANY DISPUTE HEREUNDER ADJUDICATED BY A JURY.
    • Amendments; Enforceability. This Agreement may be changed from time to time by ACY and shall become effective immediately upon written or electronic notice to You.  Your access may be terminated immediately upon notice to ACY that You do not accept any such changes.  If any provision of this Agreement is found to be unenforceable or invalid, the remainder of such provision shall be enforced to the maximum extent permitted by law.
    • No Waivers. ACY’s failure to insist on compliance or enforcement of any provision of this Agreement shall not affect its validity or enforceability nor constitute a waiver of future enforcement of that provision or of any other provision of this Agreement.
    • This Agreement and the rights and obligations hereunder may not be assigned or delegated by You, in whole or part, whether voluntarily, by operation of law, change of control or otherwise, without the prior written consent of ACY.  Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
    • The Parties agree and expressly stipulate that this Agreement shall survive and continue into perpetuity.

BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE THAT (1) YOU HAVE READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY, (2) YOU AGREE TO BE BOUND BY THIS AGREEMENT, (3) ANY FINANCIAL OR LEGAL ADVISORS THAT ARE WORKING WITH YOU HAVE ALSO READ AND AGREE TO BE BOUND BY THIS AGREEMENT, (4) THE INDIVIDUAL SO CLICKING HAS THE POWER, AUTHORITY AND LEGAL RIGHT TO ENTER INTO THIS AGREEMENT, AND (5) THIS AGREEMENT CONSTITUTES YOUR BINDING AND ENFORCEABLE OBLIGATIONS EFFECTIVE AS OF THE DATE YOU CLICK ON THE “I ACCEPT” BUTTON BELOW.