The Service is specifically designed to provide the Customer with online access to vessel specific maintenance records and or operational information. Baxter Marine Group is in no way responsible for maintaining the accuracy of such records, the performance of any maintenance or any operational decisions. The Customer understands that the Service provided by Baxter Marine Group is solely a tool and not a substitute for any obligations Customer has to monitor, review and maintain the applicable vessel(s) and it’s records in accordance with all requirements of the manufacturer and regulatory authorities.
Description and Use of Service: Baxter Marine Group will provide the Customer’s Authorized Users with password-protected online access to Authorized User portions of Baxter Marine Group at www.vesselvanguard.com for the enrolled vessels(s), web-based training or other Enrollment Services as purchased. Customer’s Authorized Users will be required to accept the Privacy and Site Use Policy upon initial use and periodically. www.vesselvanguard.com will provide information on all items tracked for the maintenance tracking subscriber’s enrolled vessels(s), including current and projected due lists. Baxter Marine Group will link as many electronic manufacturer’s maintenance requirements as possible. Customer will assist and authorizes Baxter Marine Group as their agent for electronic access to manufacturers’ or other manuals or parts or authorities’ information, or service providers for which Customer has legal access, for use in the provision of maintenance tracking and related services provided by Baxter Marine Group at no cost to Baxter Marine Group. Baxter Marine Group will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer data. No information generally considered to be confidential is required or requested by Baxter Marine Group in the provision of the Services. Customer acknowledges that Baxter Marine Group may utilize the non-personal data entered into the Service for any business reason; this may include provision to manufacturers, vessel related entities and authorities with vessels model, parts history and other non-personally identifying Customer information to receive maintenance data, rules, quotes, parts change requirements, and other related information for the Service or for future functionality. The Customer agrees that no data generally considered to be confidential or personally identifying information will be provided or entered into the vessels’ maintenance records. The Customer is responsible to review and verify accuracy or omission of data or information displayed or printed from Service before use. Revisions to any maintenance inspection tracking document will be maintained by Baxter Marine Group as available, with Customer to review following any applied changes. Any changes, errors or omissions made to any inspection tracking document through www.vesselvanguard.com are the sole responsibility of the Customer.
Baxter Marine Group may also provide or offer additional applications for assisting the Customer in managing the information relating to, but not limited to vessel operations, vessels maintenance records, document management, work orders, purchase orders, quotes, spare parts inventory, parts purchase options and future applications. These additional applications may be provided by Baxter Marine Group or third-party providers through the www.vesselvanguard.com website. If such area(s) of the Service is accessed, Customer may be presented with links to any third-party agreements for review and acceptance at Customer’s sole determination before use. Any errors or omissions of any data entered to or presented from identified third party sources are not the responsibility of Baxter Marine Group. Baxter Marine Group will only share personally identifying information on the Service as input, in appropriate data fields and as directed by an Authorized User. Personnel related fields will be stored and shared in a commercially appropriate encrypted format. Once shared as directed by Customer, Baxter Marine Group is not responsible for the shared copy of the data.
Baxter Maine Group will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for (1) planned outages, of which Baxter Marine Group will notify its clients in advance or (2) any unavailability caused by circumstances beyond Baxter Marine Group’s reasonable control, including but not limited to, for example, an act of God, act of government, flood, fire, earthquake, internet service provider failure or delay. Baxter Marine Group shall not be liable or deemed to be in default of this Agreement for any data, delay, non-performance, or interruption of the service so long as Baxter Marine Group uses customary business tools and reasonable procedures to operate the Service, protect Customer information and restore access.
Enrollment Fees: As described in the Enrollment Agreement.
Rates and Methods of Payment: Use of the Service or acceptance of this Agreement online or signature by paper is an acceptance of this Agreement and the pricing quoted. If Customer provides credit card or ACH information to Baxter Marine Group, Customer authorized Baxter Marine Group to charge such credit card for all Purchased Services for the initial subscription term and any renewal subscription term. Any term subscriptions (non-annual) require an automated payment method. Baxter Marine Group reserves the right to increase pricing annually by invoice upon 30-day notice prior to renewal. Payment is due upon receipt. For subscription renewals, payment is due prior to renewal date. Service may be suspended until payment is received. If any amount owing by Customer for Services is more than 30 days overdue, we may, without limiting our other rights and remedies, suspend Services until such amounts are paid in full.
Term of Agreement: This Agreement shall be for a period of twelve (12) months from the date of acceptance. This Agreement will automatically renew unless either party gives a thirty (30) day written notice cancelling this Agreement. Regardless of notice, all unpaid fee obligations under this Agreement become immediately due and payable. Any use of Baxter Marine Group service or data after the end of the Term will constitute as a renewal of a full year (12 month) subscription, regardless of any prior cancellation notices. All notices must be sent to Baxter Marine Group at 24031 South Tamiami Trail, Suite 200, Bonita Springs, FL 34134 or to Billing@BaxterMarineGroup.com. No refunds will be given for early cancellation. All Services are non-transferrable. Customer information may be printed in report format for Customer convenience as a standard function for transfer or other use any time prior to termination. After 30 days of termination date, Baxter Marine Group will have no obligation to maintain or provide Customer information unless legally compelled to do so.
Limitation of Remedies and Liability: For purposes of this Agreement, “Baxter Marine Group” includes Baxter Marine Group II, LLC., its owners, shareholders, employees, agents, subcontractors, affiliates, third-party data providers and suppliers. Baxter Marine Group is not responsible for the quality of the maintenance data provided by the Owner, Customer, or other Authorized User. Any errors, omissions, and/or changes made to any data on www.vesselvanguard.com is the sole responsibility of the Customer or Authorized User. The Customer agrees to hold harmless, defend and indemnify Baxter Marine Group from any and all claims, actions, penalties, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, which arise out of or are alleged to have arisen out of, or as a consequence from the Service.
Baxter Marine Group will defend and indemnify Customer from any claims, actions, penalties, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, which relate to the defense against a third party claim that the software used to provide the Service infringes or violates the intellectual property right of such third party. The above indemnification excludes claims of misuse by Customer of third-party optional acceptance services presented on the Service or intellectual property claims related to these services.
Excluding gross negligence or malicious intent relating to personally identifying information or Customer entered information, or the obligations of intellectual property indemnification above, the Limit of Liability for all services or information provided by or through Baxter Marine Group is the amount paid to Baxter Marine Group for the Subscription by Customer for the prior twelve (12) month period. This clause shall survive the termination of this Agreement.
Governing Law and Dispute Resolution: This Agreement shall be governed and construed in accordance with the laws of the State of Florida and any litigation proceedings relating to this Agreement shall only be determined judicially or by arbitration within the jurisdiction of Lee County in the State of Florida. Baxter Marine Group may request arbitration proceedings between the parties. In the event that Baxter Marine Group elects arbitration proceedings, the parties agree to proceed to arbitration, each to pay one-half of the expenses of such mediation. The prevailing party shall be entitled to its costs in such arbitration. Should any collection proceedings, litigation, arbitration, or actions to compel arbitration, including appellate proceedings, be instituted between the parties, the prevailing party in such litigation, shall be entitled, in addition to such relief as may be granted, a reasonable sum as and for its attorney fees in such litigation which shall be determined by the Court or in separate action brought for that purpose. THE PARTIES EACH HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES RELATED TO THE PARTIES.
Proprietary System: Customer agrees not to sell, trade or transfer access to the Service or any third-party information presented on www.vesselvanguard.com. Customer agrees not to share any information about the Baxter Marine Group systems with any competitors or potential competitors of Baxter Marine Group without the express written permission of Baxter Marine Group management. Nothing in this Agreement conveys, grants, or allows either party to convey or grant a license to any patent, trademark, or other intellectual property rights.