Thank you for using the Geowake Marina API! By using the Geowake Marina API (the "Service"), you ("You") accept and agree to be bound by the Terms of Service for Google as well as these additional terms and conditions (the "Terms of Use").

Definitions:

Service.

1.1 Description of Service. The API consists of Javascript that allows You to display Geowake Marina content on your website, subject to the limitations and conditions described below. The API is limited to allowing You to display navigational overlay data only, and does not provide You with the ability to access the underlying data. You must first agree to be bound by the Terms of Service for Google Maps prior to using Geowake Marina API. Geowake, LLC cannot take responsibility and will not be held liable for your failiure to comply with Google Maps Terms of Service.

In order to obtain the Geowake Marina API, You must have a Geowake Account. After supplying Geowake with Your account information, payment, the URL of your service, and agreeing to the Terms of Use, You will be issued an alphanumeric key assigned to You by Geowake, LLC that is uniquely associated with your Geowake Account and the URL of your service. Your service must import the Geowake Marina API using an HTML <script> tag that contains this key, as described in the Marina API documentation, and Geowake will block requests with an invalid key or invalid URL. Geowake shall have sole and complete control over the marine data and format.

1.2 Disclaimer. Given that Geowake,LLC services allow the submission and sharing of 3rd party geographic content (user points of interest, routes, …), provided by both partners, hydrography offices and Geowake Marina users, Users recognize that Geowake,LLC cannot independently verify the accuracy of all such information which may be subject to error and it is provided on an ‘As-Is’ basis.  Users are encouraged to report inaccurate information to Geowake via our Contact Form or other means for correction or deletion.

Geowake Marina and data is for recreational purposes only not to be used as a means for navigational aid. Geowake, LLC is not liable for any incorrect data provided by NOAA or other data providers. Under no circumstances shall Geowake,LLC be responsible for any loss or damage, including personal injury or death, resulting from use of the Geowake,LLC Services, attendance at a Geowake,LLC event, from any Content posted on or through the Geowake,LLC Services, or from the conduct of any Users/Customers of the Geowake,LLC Services, whether online or offline.

1.3 Grant of License. Geowake Marina is licensed, not sold, to user for use only under the terms of this Agreement. As between user and Geowake, Geowake,LCC retains all title to and ownership of Geowake Marina and reserves all rights not expressly granted to user. Geowake,LLC grants to user the right to use Geowake Marina provided that (a)  may NOT be modified by user except by authorized by Geowake; (b) all trademarks notices are maintained on Geowake Marina; and (d) the licensee/end user agrees to be bound by the terms of this Agreement.

1.4 Marine Data and Imagery. The Geowake Marina  data accessible to you through the Service may contain chart images and marine data overlays. Your use of this imagery and data is limited to displaying it to end users within the Service itself, and in the same manner, form, format, and appearance as it is provided by the Service. You may not, nor may you allow others to, copy, distribute, display, alter, or otherwise use, this photographic imagery and/or data except as it is provided to you through the Service. Geowake, LLC reserves the sole right and discretion to determine whether your display of photgraphic images through the Service is in conformance with this Section, and also reserves the right to terminate or suspend your access to photographic imagery at any time for any reason, without notice.

1.5 Updates. Geowake, LLC reserves the right to release subsequent versions of the API and to require You to obtain and use the most recent version. Geowake, LLC may modify the Terms of Use at any time with or without notice, and You can review the most current version of the Terms of Use online at any time at <OUR SITE LOCATION>. If a modification is unacceptable to You, You may cancel the Service by removing the Javascript from Your Site. If You continue to use the Service on any Site, You will be deemed to have accepted the modifications.

1.6 Warranty Disclaimer. Geowake, LLC is providing the product on an “as is” basis without warranty of any kind; Geowake, LLC disclaims all express and implied warranties, including the implied warranties of merchantability or fitness for a particular purpose.

1.7 Appropriate Conduct and Uses. You agree that You are responsible for your own conduct and content while using the Service and for any consequences thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms of Use and any applicable policies or guidelines. By way of example, and not as a limitation, You agree that when using the Service, You will not:

·         defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

·         upload, post, email or transmit or otherwise make available any inappropriate, defamatory, infringing, obscene, or unlawful Content;

·         upload, post, email or transmit or otherwise make available any Content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless You are the owner of the Rights or have the permission of the owner to post such Content;

·         upload, post, email or transmit or otherwise make available messages that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, these Terms of Service or any applicable policies or guidelines.

·         download any file posted by another that You know, or reasonably should know, that cannot be legally distributed in such manner;

·         impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;

·         restrict or inhibit any other user from using and enjoying Geowake,LLC services;

·         use Geowake Marina services for any illegal or unauthorized purpose;

·         remove any copyright, trademark or other proprietary rights notices contained in or on Geowake, LLC services;

·         interfere with or disrupt Geowake, LLC services or servers or networks connected to Geowake Marina services, or disobey any requirements, procedures, policies or regulations of networks connected to Geowake, LLC services;

·         use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of Geowake,LLC services or collect information about users for any unauthorized purpose;

·         submit Content that falsely expresses or implies that such Content is sponsored or endorsed by Geowake,LLC;

·         create user accounts by automated means or under false or fraudulent pretenses;

·         promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or

·         transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.

International users agree to comply with their own local rules regarding online conduct and acceptable content, including laws regulating the export of data to the United States or your country of residence.

In addition, the Service may not be used: (a) for or with real time route guidance (including without limitation, turn-by-turn route guidance and other routing that is enabled through the use of a sensor), or (b) for, or in connection with, any systems or functions for automatic or autonomous control of vehicle behavior.

1.8 Advertising.

The Service does include advertising in the information windows. However, Geowake, LCC reserves the right to remove, change or update advertising layout in the information windows provided to You through the Service, but will provide You with ninety (90) days notice prior to the commencement of advertisingchange . Such notice may be provided by email. During that 90 day period, you may terminate your use of the Service, or provide notice of your refusal to accept advertising in accordance with Geowake's policies and procedures for providing such notice (which Geowake, LLC may make available from time to time in its sole discretion).

The Service can be delivered with advertising removed. Please contact us for further details and pricing.

1.9 Indemnification. User hereby indemnifies, holds harmless and will defend Geowake,LLC from and against any and all claims or lawsuits, including attorney’s fees and costs that arise, result from or are connected with the use or distribution of the Geowake Marina API in violation of this Agreement. Navigators must always remember that the Geowake Marina data is accurate to the best of Geowake's knowledge, and any inconsistencies found are generally due to undetectable limitations in underlying publicly available data, Geowake Marina raster charts are NOT considered legal replacements for official navigational charts and should not be used as a primary aid to navigation.  Users should always practice prudent navigation habits and never rely on a single source of navigation data,

1.10  Privacy. Geowake,LLC is dedicated to the privacy of its users.  Your e-mail address and other information provided at registration will not be sold or transmitted to a 3rd party unless required by law.  For full information, please read our privacy policy posted in the page footer of most pages.

Proprietary Rights.

2.1 Geowake Rights. For purposes of the Terms of Use, "Intellectual Property Rights" shall mean any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. As between You and Geowake, LLC, You acknowledge that Geowake, LCC owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Service and that You shall not acquire any right, title, or interest in or to the Service, except as expressly set forth in the Terms of Use.

2.2 Brand Feature License. For purposes of the Terms of Use, "Brand Features" shall be defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time. Geowake, LLC hereby grants to You a nontransferable, nonsublicenseable, nonexclusive license during the Term to display goewake's Brand Features for the purpose of promoting or advertising that You use the Service in accordance with this Section 2.2 and for the purpose of fulfilling Your obligations under Section 2.3 below. You hereby grant to Geowake a nontransferable, nonexclusive license during the Term to use Your Brand Features to advertise that You are using the Service.

In using Geowake Brand Features, you may not:

·         display a Geowake, LLC Brand Feature in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Geowake, LCC, other than your involvement in the Service, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of Geowake or Geowake personnel;

·         use Geowake, LCC Brand Features to disparage Geowake,LCC, its products or services;

·         display a Geowake,LLC Brand Feature on your site if it contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age;

·         have the Geowake Marina or any other Geowake, LCC logo as the largest logo on your website (except as displayed in the map image itself);

·         display a Geowake Brand Feature as the most prominent element on any page of your website;

·         display a Geowake, LCC Brand Feature in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Geowake, LCC;

·         display a Geowake, LCC Brand Feature on a site that violates any law or regulation; or

·         remove, distort or alter any element of a Geowake, LCC Brand Feature (this includes squeezing, stretching, inverting, discoloring, etc.).

You understand and agree that Geowake has the sole discretion to determine whether your use of Geowake brand features is in accordance with the above restrictions.

Except as set forth in this Section 2.2, nothing in the Terms of Use shall grant or shall be deemed to grant to one party any right, title or interest in or to the other party's Brand Features. All use by You of Geowake, LLC Brand Features (including any goodwill associated therewith) shall inure to the benefit of Geowake,LLC. At no time during or after the Term shall You challenge or assist others to challenge the Brand Features of Geowake,LLC (except to the extent such restriction is prohibited by law) or the registration thereof by Geowake,LLC, nor shall You attempt to register any Brand Features (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of Geowake, LCC.

2.3 Attribution; Legal Notices. The chart images provided to You through the Service may contain the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of Geowake and its partners. You may not delete or in any manner alter these trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You agree to maintain, and not to remove, modify, obscure or alter, any link or notices appearing on any map image provided through the Service. You acknowledge and agree that that these Legal Notices supplement the Terms of Use for the Service.

 

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a.YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Geowake,LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b.Geowake,LLC MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Geowake, LLC OR THROUGH OR FROM Geowake,LLC SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT Geowake,LLC SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Geowake,LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 5 AND 6 MAY NOT APPLY TO YOU.

Term and Termination.

8.1 Term. The term of the Terms of Use shall commence on the date upon which you agree to the Terms of Use and shall continue in force thereafter, unless terminated as provided herein.

8.2 Termination. Geowake,LLC may change, suspend or discontinue all or any aspect of the Service, including their availability, at any time, and may suspend or terminate Your use of the Service at any time (without refund). This includes, without limitation, the right to set, at Geowake's  own discretion and at any time, a limit on marine data and overlays you may access through the service without Geowake's prior written consent.

In addition, either party may terminate the Terms of Use at any time, for any reason, or for no reason including, but not limited to, if You engage in any action that reflects poorly on Geowake,LLC or otherwise disparages or devalues the Geowake,LLC Brand Features or Geowake's reputation or goodwill. If You desire to terminate the Terms of Use, You must remove the Service from Your Site.

8.3 Rejection of Application. Geowake, LLC shall have the right, in its sole discretion, to reject any request to use the Service at any time and for any reason, and such rejection shall render null and void the Terms of Use between You and Geowake,LLC. Geowake,LLC shall not be liable to You for damages of any sort resulting from its decision to reject such a request.

8.4 Effect of Termination. Upon the termination of the Terms of Use for any reason (i) all license rights granted herein shall terminate and (ii) You shall immediately delete any and all maps images and Geowake Brand Features.

8.5 Survival. In the event of any termination or expiration of the Terms of Use for any reason, Sections 2.1, 4, 5, 6, 7, 8.4, 8.5, 8.6, and 9 shall survive termination. Neither party shall be liable to the other party for damages of any sort resulting solely from terminating the Terms of Use in accordance with its terms.

8.6 Remedies. You acknowledge that Your breach of service/license restrictions contained herein may cause irreparable harm to Geowake,LCC and services, the extent of which would be difficult to ascertain. Accordingly, You agree that, in addition to any other remedies to which Geowake,LLC may be legally entitled, Geowake,LLC shall have the right to seek immediate injunctive relief in the event of a breach of such sections by You or any of Your officers, employees, consultants or other agents.

8.7 Third Party Beneficiaries. Nothing in the Terms of Use should be construed to confer any rights to third party beneficiaries.

GENERAL INFORMATION

Entire Agreement. The Terms of Service constitute the entire agreement between You and Geowake,LLC and govern your use of the Service, superceding any prior agreements between You and Geowake,LLC. You also may be subject to additional terms and conditions that may apply when You use or purchase certain other Geowake,LLC services, affiliate services, third-party content or third-party software.

Waiver and Severability of Terms. The failure of Geowake,LLC to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Geowake,LLC services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section headings in the Terms of Service are for convenience only and have no legal or contractual effect.