Sharrow Marine, INC SpV Standard Terms and Conditions
Parties and Agreement
1. These Terms and Conditions (the “Agreement”) govern participation in the Sharrow by VEEM Super User Group (“SbV”) (the “Program”).
2. Company means Sharrow Marine, LLC, a Michigan limited liability company headquartered in Detroit, Michigan.
3. VEEM means VEEM Limited.
4. Customer or “I” means the individual or legal entity identified as the customer on any quotation, order confirmation, or invoice issued by the Company and/or VEEM in connection with the Program, and that accepts such quotation, order confirmation, or invoice (including by signature, click-through acceptance, purchase order, or payment of any amount thereunder). Where the Customer is a legal entity, all obligations of the Customer under this Agreement are the obligations of that entity.
5. By accepting any quotation, order confirmation, or invoice, Customer acknowledges the desire the participate in the Program in connection with the Sharrow by VEEM Propeller (the “SbV Propeller(s)”) and agrees to be bound by this Agreement.
6. Participation in the Program is limited to selected early-order customers and is initially limited to customers located in North America. Acceptance into the Program is at the Company’s sole discretion.
Purpose
7. These Terms and Conditions (the “Agreement”) govern participation in the Sharrow by VEEM Super User Group (“SbV”) (the “Program”).
8. The purpose of the Program is to examine and measure SbV propeller performance parameters to be defined and presented to the Super User Group by Sharrow Marine at the initiation of the evaluation process.
9. Evaluation protocols will involve, but not necessarily be limited to, defined variables, environmental conditions, ambient and water temperature measurements, operating speeds, propeller thrust, propeller torque, propeller rate of revolution, sound, vibration, and fuel consumption.
Process
10. If asked by the Company, Customer will complete, to the best of its ability and with the assistance of the Company’s support staff, a detailed questionnaire prior to commencement of the Super User Group.
11. Once Customer has accepted the quotation, Customer will be invoiced fifty percent (50%) of the quoted price and payment is required to initiate the manufacturing process.
12. Prior to design and manufacturing, and at the Company’s sole discretion, Company may verify technical information provided in the pre-program questionnaire, discuss typical uses, conditions, and propulsion issues, and conduct an on-water evaluation of the vessel to capture performance data.
13. Customer will be notified when the SbV Propeller is complete and ready to dispatch.
14. Prior to dispatch, Customer must pay the remaining fifty percent (50%) balance, including estimated U.S. domestic ground freight costs.
15. Customer’s vessel must be registered and fully insured and meet all applicable USCG regulations, and will be operated by Customer, or an appropriately licensed and insured professional pilot or captain as appointed and paid for by me whenever the Company’s personnel are aboard.
Warranty
16. The Company will warranty its equipment and workmanship of the SbV propeller with a standard one (1) year warranty from the time of acceptance.
17. Warranty terms are subject to the applicable manufacturer warranty documents.
Data Collection
18. The Company plans to use information and data collected to verify and improve SbV Propellers, and for any other permissible data usage. This includes sharing the information with VEEM. Customer consents to the Company and VEEM using such data and information associated with the Customer.
Assumption of Risk and Medical Treatment
19. THE COMPANY HAS MADE NO REPRESENTATIONS TO ME AS TO THE SUITABILITY, CONDITION, OR SAFETY OF ANY FACILITIES, PRODUCTS, OR EQUIPMENT INVOLVED IN THE PROGRAM. THE CUSTOMER REPRESENTS AND WARRANTS THAT THE EQUIPMENT THAT THE CUSTOMER OPERATES AND USES WITH THE PROGRAM IS IN GOOD WORKING ORDER AND UNDERSTANDS THAT THE CUSTOMER’S OWN ACTIONS, INACTIONS, OR NEGLIGENCE OR THE ACTIONS, INACTIONS, OR NEGLIGENCE OF OTHERS OR THE CONDITION OF THE FACILITIES, PRODUCTS OR EQUIPMENT, MAY BE HAZARDOUS TO CUSTOMER OR PROPERTY.
20. THERE MAY BE OTHER RISKS NOT KNOWN TO CUSTOMER OR NOT REASONABLY FORESEEABLE AT THIS TIME. CUSTOMER UNDERSTANDS AND HAS CONSIDERED AND EVALUATED THE NATURE, SCOPE, AND EXTENT OF THE RISKS INVOLVED, AND VOLUNTARILY AND FREELY CHOOSES TO ASSUME THESE RISKS. CUSTOMER WARRANTS THAT CUSTOMER’S REPRESENTATIVES ARE PHYSICALLY AND MENTALLY ABLE TO FULLY PARTICIPATE IN THE PROGRAM. CUSTOMER CONSENTS TO TREATMENT IN THE EVENT OF AN EMERGENCY OR OTHER INCIDENT IN WHICH, IN THE REASONABLE JUDGMENT OF ON-SITE PERSONNEL, CUSTOMER REQUIRES MEDICAL CARE. WITHOUT LIMITING THE OBLIGATIONS SET FORTH IN THIS AGREEMENT, CUSTOMER AGREES TO PAY ALL COSTS ASSOCIATED WITH SUCH MEDICAL CARE AND TO INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES (DEFINED BELOW) FROM ANY COSTS OR CLAIMS ARISING FROM OR RELATING TO SUCH MEDICAL CARE.
Release of Liability and Covenant Not to Sue
21. RELEASE FROM LIABILITY AND COVENANT NOT TO SUE. CUSTOMER FULLY AND FOREVER RELEASES AND DISCHARGES THE COMPANY AND VEEM, AND ITS/THEIR RESPECTIVE PARENT, SUBSIDIARIES, CLIENTS, AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND INSURERS (EACH, A “RELEASED PARTY”, AND COLLECTIVELY, “RELEASED PARTIES”) FROM ANY AND ALL INJURIES (INCLUDING BUT NOT LIMITED TO DEATH), LOSSES, DAMAGES, CLAIMS (INCLUDING BUT NOT LIMITED TO NEGLIGENCE CLAIMS), DEMANDS, LAWSUITS, EXPENSES, AND ANY OTHER LIABILITY OF ANY KIND, OF OR TO ME, MY PROPERTY, OR ANY OTHER PERSON, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH MY PARTICIPATION IN THE SUPER USER GROUP, EVEN IF IT IS DUE TO THE NEGLIGENCE, INJUDICIOUS ACT, OMISSION, OR OTHER FAULT OF A RELEASED PARTY. CUSTOMER COVENANTS NOT TO MAKE OR BRING ANY SUCH CLAIM AGAINST SHARROW MARINE, VEEM, OR ANY OTHER RELEASED PARTY, AND FOREVER RELEASE AND DISCHARGE SHARROW MARINE, VEEM, AND ALL OTHER RELEASED PARTIES FROM LIABILITY UNDER SUCH CLAIMS.
Indemnification
22. CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS The COMPANY, VEEM, AND THE OTHER RELEASED PARTIES FROM AND AGAINST ANY AND ALL LOSSES, EXPENSES, DAMAGES, AND COSTS, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, ARISING FROM OR RELATING TO ANY THIRD PARTY CLAIM RELATED TO MY PARTICIPATION HEREUNDER, INCLUDING BUT NOT LIMITED TO MY BREACH OF ANY PROVISION OF THIS AGREEMENT.
23. Customer agrees to use its best efforts to cooperate in the defense of any such claim. Customer acknowledges that Sharrow Marine reserves the right, at its own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification under this Agreement.
Insurance and Medical Expenses
24. No Insurance; Medical Expenses; Notification of Injury. Customer understands that the Company nor the other Released Parties provide Customer with any insurance (including but not limited to life, medical or liability) for any illness, accident, injury, loss, or damages that may arise in connection with my participation in or attendance in the Program. If Customer wants insurance of any kind, Customer must obtain it on its own. Customer will pay all medical emergency expenses and all subsequent medical expenses associated with any illness, accident, or injury in connection with the Program. If Customer or its representatives become ill, involved in any accident, or injured during the participation in the Program, Customer will promptly report such illness, accident, or injury to a Company representative.
Ownership of SbV Propellers and Restrictions
25. Customer understands that the SbV Propeller(s) that are used during the Program is (are) sold to Customer under special circumstances. In consideration of those circumstances, Customer will not copy or reverse engineer or allow anyone else to copy or reverse engineer the SbV Propeller(s) Customer receives nor create any electronic data files that can be used to reproduce, copy or reverse engineer the SbV Propeller(s). Additionally, Customer will provide detailed information about the SbV Propeller(s)’s performance parameters when requested by the Company.
Authorization to Use Image and Feedback
26. The Company and others may photograph, film, videotape, or otherwise record the Customer’s individually or as a group. Customer hereby grants to the Company and the other Released Parties the right in perpetuity and throughout the world, with no further compensation to me, to use its photograph, video, or film portrayal, audio recording, image, voice, avatar, name, biographical data, silhouette, body dimension, shape, posture, or any other personal characteristic or physical or vocal likeness, or any materials based on or derived from these materials, for sales and marketing, product development, and/or research purposes. Customer shall have no right of approval and WAIVES ANY CLAIM (INCLUDING, WITHOUT LIMITATION, CLAIMS BASED ON INVASION OF PRIVACY, DEFAMATION, AND RIGHT OF PUBLICITY) ARISING OUT OF ANY USE, BLURRING, ALTERATION, DISTORTION, ILLUSIONARY EFFECT, OR ANY USE IN COMPOSITE FOR OF CUSTOMER’S NAME, PICTURE, LIKENESS, VOICE, OR BIOGRAPHICAL INFORMATION FOR THE PERMITTED PURPOSES. The Released Parties shall have no obligation to use any of the rights granted. Customer represents that it is unnecessary for any Released Party to obtain permission from or to pay any third party in connection with the rights granted in this paragraph.
Intellectual Property, Privacy, and Confidentiality
27. Assignment of Any Intellectual Property Rights to Comments, Feedback, and Ideas. For no additional consideration beyond the opportunity given by the Company to participate in the Program, Customer hereby authorizes the Company and the other Released Parties to use all comments, feedback, and ideas it may share with them, without notice or acknowledgment to it, for any purposes whatsoever, including, but not limited to, developing, manufacturing, and sales and marketing products and services and creating, modifying, or improving products and services. Customer hereby assigns to the Company all rights, title, and interest it may have or develop to works of authorship (which to the extent permitted by law are “works made for hire”), concepts, improvements, data, information, ideas and inventions that relate to my participation in the Program and the SbV Propeller(s) and the right to file patent applications or otherwise protect the intellectual property associated therewith, including all divisions, continuations and continuations-in-part thereof, all rights to claim priority based thereon, all patent applications and patents claiming priority thereto, all rights to file foreign applications on the Invention, and all letters patent and reissues thereof, issuing for the Patents in the United States of America and in any and all foreign countries. Customer agrees to execute all documents necessary to carry out the intent of this section. Nothing herein shall require Customer to assign to the Company any inventions that do not relate to my participation in the Program.
28. Privacy Statement. I acknowledge that I may provide information to the Company and the other Released Parties in connection with my participation in the Program, including but not limited to my name, address, age, ideas, or feedback. I understand that the Company and the other Released Parties use this information to determine whether Customers qualify for one or more Program studies and for other research purposes and activities and I give my consent to the Company and the other Released Parties for this permitted use. The Company’s and VEEM’s policies are to protect each Customer's privacy and confidential information subject to and in accordance with this agreement and applicable law. I also understand that Sharrow Marine's privacy policy is posted on www.sharrowmarine.com for my review and VEEM’s privacy policy is posted on www.veem.com.au for my review. I agree to respect the privacy of the other Customer’s and keep anything said within the context of the discussion confidential. I acknowledge that information I provide in connection with the Program may be disclosed and do give my consent to its disclosure: (a) by third parties to whom I have disclosed the information, including, without limitation, other Customer’s; or (b) when requested by a governmental agency having jurisdiction, a court of competent jurisdiction, or other operation of law.
29. Confidentiality. I understand that I may be exposed to information about the SbV Propellers, other products and services or other information and ideas that may not have been disclosed to the public (collectively, the “Confidential Information”). I shall maintain the confidentiality of all Confidential Information disclosed to me in connection with the Program and SbV Propellers and shall hold all Confidential Information in strict confidence. I further agree to refrain from disclosing or using Confidential Information for any purpose other than participating in the Program. I agree that Confidential Information disclosed hereunder need not be marked “confidential” to be protected. I agree that all information that I receive pursuant to this Agreement shall be presumed confidential. The obligation to maintain the confidentiality of Confidential Information shall survive termination and continue during and after the conclusion of the Program until such time as the Confidential Information has become public knowledge other than as a result of my breach of this Agreement or breach by those acting in concert with me or on my behalf. I understand and agree that I will not discuss the Program or SbV Propellers with any third parties, including, but not limited to posting anything on social media until the Company provides written permission to do so. I also covenant that I will not attempt to access, alter, change, manipulate or copy the data recorder data captured during the Super User Group.
30. No Prior Legal Conflicts or Use of Trade Secrets. I represent that my performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence any non-Company or SbV Propeller proprietary information acquired by me in confidence prior to my participation in the Program. I also represent and warrant that I have no other limitations on my ability to assign any rights as described herein.
Miscellaneous
31. Non-compete. Customer covenants and agrees that it will not, without the prior written consent of the Company, directly or indirectly, whether individually or through any entity controlled by me, during the term of this Agreement and for a period of two (2) years from the termination of this Agreement, or to the longest extent allowed under relevant law, for any reason, directly or indirectly, on my own behalf or in the service or on behalf of others, whether or not for compensation, engage in any business activity, or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity (whether as a shareholder, agent, joint venturer, security holder, trustee, partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partnership or otherwise) which is competitive with the then existing business of the Company or VEEM.
32. Choice of Law. This Agreement and all matters arising out of or relating to this agreement are governed by and construed in accordance with the laws of the State of Michigan without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Michigan.
33. Dispute Resolution and Binding Arbitration. Customer AND the Company MARINE AND/OR VEEM GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. I ACKNOWLEDGE THAT OTHER RIGHTS THAT I WOULD HAVE IF I WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
34. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) BETWEEN ME AND the Company AND/OR VEEM ARISING FROM OR RELATING IN ANY WAY TO MY PARTICIPATION IN THE Program WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. NOTWITHSTANDING THE FOREGOING, EITHER PARTY IS ENTITLED TO SEEK EQUITABLE REMEDIES FROM A COURT OF LAW.
35. The arbitration will be administered by the American Arbitration Association in accordance with the Consumer Arbitration Rules then in effect. The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitration will take place in Oakland County, Michigan.
36. A single, mutually agreed upon arbitrator will have exclusive authority to resolve any dispute relating to the enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
37. SATISFACTION GUARANTEE Customer understand that if Customer is reasonably dissatisfied with the Program within thirty (30) days of shipment (the “Return Period”), subject to the company’s rights as stated herein*, the Customer may return the SbV Propeller(s) for a full refund.
* The Company reserves the right to evaluate the SbV Propeller and its performance in person before approving any return or exchange. Refunds may take up to ninety (90) days after receiving and processing the returned item.
38. All returns require prior authorization in the form of a Return Materials Authorization Number (RMA#). All returns must be in original packaging, in like-new condition, and must include a copy of the invoice.
39. The Company reserves the right to deny any return due to reasons of fraud, malice, trickery, or misfit to vessel motor configuration. Original shipping costs are non-refundable.
40. Any refunds requested after the Customer’s propeller has begun the manufacturing process will be denied, and all funds will be forfeited if the order is canceled before delivery to the Customer. Refunds are only eligible once the propeller(s) has been delivered.
41. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this agreement will continue in full force and effect.
42. Entire Agreement. This Agreement supersedes any oral or written statements made by or to me in connection with the Program.
43. Modification. This Agreement may not be modified except by a written agreement that specifically refers to the provision or provisions to be amended and that is signed by an authorized representative of both the Company and Customer, following review by the Company’s legal counsel.
Customer represents that it is not in a joint venture with the Company or any other Released Party. Customer understands that participation in the Program or my receipt of consideration under this Agreement does not form an employment relationship between the Customer, Company, or any other Released Party.
By purchasing this product, I confirm that I am at least 18 years of age, have read and fully understand the Terms and Conditions, and agree to be bound by them. I certify that all information provided is true and accurate, and that my purchase constitutes my voluntary acceptance of these Terms and Conditions.