Terms of Service

This Terms of Service Agreement ("Agreement") is between the business accepting this Agreement (this business being referred to as "Business") and DockSpace. This Agreement is solely between Business and DockSpace, and governs Business's use of DockSpace's software application and the corresponding services it provides (together, along with the associated documentation, proprietary, or intellectual property: DockSpace aka "the App"). Review this Agreement completely. Business agrees to be bound by the terms of this Agreement when it clicks "Accept" or otherwise downloads, installs, copies, or uses the App, and must accept this Agreement before doing so. If Business does not agree to the terms of this Agreement, it must click "Decline" and must not download, install, copy or use the App.

1. The App

1.1 The App, DockSpace, provides Business with a comprehensive marina management solution, encompassing features like online booking for travel lift reservations, complex pricing setup for nightly, monthly, and annual terms, customer relationship management (CRM) with a communication platform, automated invoicing and diverse payment processing, maintenance scheduling and tracking, financial management with accounting software integration, inventory monitoring, reporting and analytics for decision-making, security compliance and data safeguarding, mobile access for real-time updates and hydro meter readings, seamless integration with existing marina systems, a user-friendly interface with training support, and cloud-based functionality for remote access, real-time updates, as well as data backup and recovery.

1.2 DockSpace grants Business a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) of this Agreement to use the App solely for Business's internal business purposes. Business will not otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the App. This license does not grant Business any rights to DockSpace's (or any other third party's) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with the App. DockSpace reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to the App that are not specifically granted to Business under this Agreement. Business will preserve and display any proprietary notices, markings, or branding associated with use of the App.

1.3 The App may update automatically from time-to-time, and Business may be required to accept these updates to continue using the App. DockSpace may perform maintenance on the App, which may result in service interruptions or delays from time-to-time. DockSpace may not support older versions of the App. Business is solely responsible for obtaining all equipment and services (for example, Internet connectivity) necessary to access and use the App.

2. Fees

Business will pay DockSpace a monthly fee for the use of the App, which will be automatically collected through the payment method selected during set-up for the App. Business is responsible for payment of all sales, use, excise, or similar taxes (excluding taxes based on DockSpace's income) imposed by federal, provincial, or local tax authority. Business must notify DockSpace of any billing errors within 120 days from when an error appears on the invoice, after which Business releases DockSpace from all liability for losses resulting from these errors.

3. Term

This Agreement commences on the date Business accepts or otherwise downloads, installs, copies, or uses the App; and will continue for a term of 12 months, thereafter renewing to month-to-month terms until agreed to terminate by either party. Business must give 30 days notice if it wishes to terminate. This Agreement is renewed monthly. Refunds are not offered.

4. Suspension and Termination

4.1 DockSpace may promptly suspend or terminate Business's use of the App if (1) Business violates this Agreement's terms; (2) DockSpace believes Business's use of the App may damage its reputation or intellectual property rights; (3) DockSpace suspends or terminates its agreements with any third party involved in providing the App; (4) Business exceeds normal and reasonable usage for the App; (5) Business experiences a bankruptcy or insolvency event; or (6) Business is using the App for any fraudulent, illegal, or unauthorized purpose, or engages in willful misconduct with respect to use of the App.

4.2 Business may terminate this Agreement at any time and for any reason (without cause) by providing 30 days' prior written notice to DockSpace. Business's termination will be effective at the end of the then current month or billing period in which Business gives notice.

5. Confidentiality, Data, and Ideas

5.1 Neither DockSpace nor Business will disclose non-public information about the other's business; including, without limitation, the terms of this Agreement, technical specifications (whether related to the App or otherwise), customer lists, or information relating to a party's operational, strategic, or financial matters (together, Confidential Information). Confidential Information does not include information that (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is independently developed without reliance on the discloser's Confidential Information; or (4) is received from a third party that is not obligated to keep it confidential. Each party will implement and maintain reasonable safeguards to protect the other's Confidential Information.

5.2 Neither DockSpace nor Business may disclose the other's Confidential Information except (1) to their respective directors, officers, employees, or representatives that need to know it in order to perform their obligations under this Agreement; (2) in response to a subpoena or court order; or (3) as required by applicable law, rule, or regulation.

5.3 DockSpace may use data or information obtained through the App to provide its services, for research and development, or in aggregated and anonymized form to provide services generally; all subject to applicable laws. Information DockSpace collects about Business or Business's consumers is subject to DockSpace's privacy policy, which is accessible at [link to privacy policy].

5.4 Business may provide, or DockSpace may invite Business to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, Business agrees that (1) they are not Confidential Information; (2) they are not subject to any use or disclosure restrictions (express or implied); (3) Business claims no rights in them; and (4) DockSpace has no obligation to notify or compensate Business in connection with their disclosure or use. Business releases DockSpace from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that Business submits.

6. Account

Business will be required to register for an account with DockSpace to use the App. Business will provide DockSpace with accurate information when setting up its account, and will maintain its account with current information. Business will be responsible for establishing safeguards designed to prevent unauthorized access to, disclosure, use, or alteration of its account (safeguards may include, without limitation, user names, passwords, security questions and answers, or other credentials). Business must notify DockSpace if it discovers a security breach involving its account or the App. Business is responsible for any unauthorized access to, disclosure, use, or alteration of its account, the App, or other transaction information that arises through its systems or account. It is Business's responsibility to back-up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through its account or use of the App (content may include, without limitation, transaction information, text, images, graphics, or photos).

7. Risk Allocation

7.1 The App is provided to Business "as-is" and "as-available." Business is solely responsible for determining if the App meets its needs. DockSpace disclaims all warranties (express or implied) related to Business's account or the App; including, without limitation, warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. DockSpace is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with Business's use of the App due to its interaction with other applications or their content.

7.2 Business will indemnify DockSpace, its directors, officers, employees, agents, subsidiaries, and affiliates against any third party claims for losses, damages, costs, or expenses (including reasonable attorneys' fees) (together, Losses) that result from Business's use or misuse of the App, or Business's breach of this Agreement. DockSpace may assume the defence of any third party claims that Business must indemnify it for (at Business's expense), and Business will cooperate with the defence of these claims. Business will not settle any third party claims involving more than the payment of money without DockSpace's written consent.

7.3 To the extent permitted by applicable law, DockSpace's maximum aggregate liability to Business for any lost profits, revenues, business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages; regardless of whether these damages were foreseeable or DockSpace was advised they were possible shall not exceed the aggregate amount of fees received by DockSpace for Business’s use of the App during the twelve (12) months immediately prior to the date that the cause of action first arose.

7.4 DockSpace's total, aggregate liability to Business for all Losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will not exceed the amount of fees Business has paid to DockSpace during the 3 months prior to a Loss.

8. Communications

Business authorizes DockSpace to communicate with it electronically or otherwise using the contact information Business provides to DockSpace (e.g., without limitation, via Business's account, the Internet, email, text, or live agent or automated calls to Business's mobile or other phone, even if these numbers appear on a Do Not Call or other non-solicitation registry). Business is responsible for any fees charged by its communications provider for phone, text, or email communications that DockSpace sends to Business.

9. Compliance with privacy laws

DockSpace makes the following additional commitments, representations, and warranties to Business:

9.1 DockSpace will only process Customer Data and Personal Information on behalf of, and as Service Provider of, the Business, and not collect, retain, use, or disclose that data for any purpose other than to perform DockSpace’s obligations under this Agreement, as permitted under PIPEDA and other applicable privacy and data protection laws (collectively, “Privacy Laws”). In no event will DockSpace “sell” (as defined by Privacy Laws) any such personal information.

9.2 DockSpace will not collect, use, retain, disclose, sell, or otherwise make Customer Data or Personal Information available for DockSpace’s own commercial purposes or in a way that does not comply with PIPEDA or other Privacy Laws.

9.3 DockSpace will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to achieve the purposes for which the information was collected.

9.4 DockSpace will maintain reasonable and appropriate security procedures and practices to protect against unauthorized access, use, modification, destruction, or disclosure of Customer Data or Personal Information.

9.5 DockSpace shall implement appropriate technical and organizational measures to protect Personal Information against accidental or unlawful destruction, accidental loss or alteration, unauthorized disclosure or access, and against other unlawful forms of processing.

9.6 DockSpace shall limit access to Personal Information to only those personnel who need access to meet DockSpace's obligations under this Agreement.

9.7 In the event of any actual or suspected personal data breach involving Personal Information, DockSpace will promptly notify Business and cooperate fully with Business to investigate and remediate the breach.

10. Governing Law

This Agreement will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles. All disputes arising from this Agreement will be resolved in the courts located in Vancouver, British Columbia, and Business and DockSpace consent to the exclusive jurisdiction of these courts.

11. Indemnification

Business will defend, indemnify and hold harmless DockSpace, its affiliates, its or their respective representatives or licensors from and against any and all third party claims, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with: (a) Business’s violation of these Terms; (b) Business’s use or misuse of the App; (c) Business’s breach of any App Agreement; or (d) any claim that the App infringes any third party intellectual property rights.

12. Suspension and Termination

20.1 DockSpace may immediately suspend Business’s access to the App if: (a) DockSpace reasonably believes Business’s use of the App violates applicable laws; (b) Business fails to make any payment when due; (c) DockSpace reasonably believes Business violated Sections 5 or 6 of these Terms. DockSpace will provide prompt notice of any such suspension.

20.2 In addition to any termination rights set forth elsewhere in these Terms, DockSpace may terminate these Terms immediately upon notice to Business if: (a) the suspension in 20.1 exceeds 30 days; (b) DockSpace reasonably determines that Business violated Sections 5 or 6 of these Terms; (c) DockSpace reasonably determines that Business violated applicable laws; or (d) DockSpace ceases to offer the App in the relevant jurisdiction.

20.3 Either party may terminate these Terms upon 30 days written notice if the other party materially breaches and fails to cure within such notice period.

13. General Provisions

11.1 This Agreement contains the entire understanding between DockSpace and Business concerning the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, and representations between them.

11.2 DockSpace may assign this Agreement to any third party without Business's consent.

11.3 This Agreement may be amended by DockSpace upon 30 days' notice to Business.

11.4 If any provision of this Agreement is held to be unenforceable, the remainder of this Agreement will continue in full force and effect.

11.5 Notices to DockSpace must be sent to the following address:

DockSpace

#100 - 1333 Johnstone St.

Vancouver, BC

V6H 3R9

info@dockspace.app

12. Contact

If Business has any questions regarding this Agreement or the App, it can contact DockSpace at info@dockspace.app or +1 (604) 606-7950