AMBASSADOR AGREEMENT

This AMBASSADOR AGREEMENT (“​Agreement​”​) is between S&A Yachts GmbH & Co. KG (“Marine Expert​”), with an address Sebastian-Kneipp-Straße 41 , 60439 Frankfurt am Main, Germany, USt-IdNr.: DE815749953 , and you or your company, organization, or entity (“Ambassador​”), (collectively, the “Parties​”).

RECITALS

● Marine Expert​ is a convenient international online service that helps to equip any yacht with the necessary accessories.
● Ambassador and Marine Expert each desire that Ambassador promote the Services (as defined below) to potential Customers (as defined below) and refer such Customers to Marine Expert for a referral commission, in accordance with the terms of this Agreement.
NOW, THEREFORE, ​in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby expressly acknowledged, the Parties, intending to be legally bound, agree as follows:

1. DEFINITIONS​

As used in this Agreement and any amendments or exhibits therein, each capitalized term will have the meaning and definition specified below:

1.1 “​Marine Expert Marketing Materials​ ​means marketing materials developed by or for the benefit of Marine Expert and used to market and promote the Services. Marine Expert may modify or alter Marine Expert Marketing Materials at any time in its sole discretion, without notice or notification.

1.2 “Marine Expert Marks​”
​means trademarks, service marks, logos, insignias, trade dress, brand assets and branded terms, and other designations proprietary to Marine Expert. Marine Expert may modify or alter Marine Expert Marks at any time in its sole discretion, without notice or notification.

1.3 “​Confidential Information​”​ has the meaning as defined in Section 6.1.

1.4 “​Customer​” ​means an end-user who acquires the Services and Goods for use (and not for re-sale) and pays them in full to Marine Expert.

1.5 “Intellectual Property Rights​” means trade secrets, trade names, trademarks, logos, trade dress, copyrights, patents, proprietary information, know-how, processes, methodologies, designs, formulas, procedures, programs, methods, apparatuses, ideas, inventions, creations, improvements, works of authorship or other similar material, moral rights, publicity rights, privacy rights, and any and all other proprietary rights and any and all applications, registrations, renewals, extensions, and restorations thereof, now or hereafter in force and effect anywhere in the world.

1.6 “​Person​”​ means an individual, corporation, partnership, limited liability company, or other entity.

1.7 “​Services​ and Goods” means Marine Expert​ offerings as defined at www.marine.expert Marine Expert may modify or alter the Services at any time in its sole discretion, without notice or notification.

1.8 “​Term​”​ means the period of time described in Section 5.1.

2. GRANTS AND OWNERSHIP

2.1 License Grants.
2.1.1 Quality Control. Any uses by Ambassador of the Services, Marine Expert Marks, or Marine Expert Marketing Materials shall conform to all standards set by Marine Expert from time to time, and not be sold, used, distributed, or disclosed by Ambassador unless approved by Marine Expert . Ambassador acknowledges and agrees that this Section constitutes a material term of this Agreement.

2.1.2 Misuse or Infringement. Ambassador will use its best efforts to notify Marine Expert promptly of any misuse or infringement of Marine Expert Intellectual Property Rights of which it becomes aware, and will cooperate with Marine Expert , where reasonably necessary, to protect Marine Expert Intellectual Property Rights against infringement. Any decision to take action against misuse or infringement will be entirely at Marine Expert ’s discretion, and any damages recovered will be solely for Marine Expert .

2.1.3 Reservation of Rights. Marine Expert reserves all rights not expressly granted in this Agreement, and does not transfer any right, title, or interest to any Intellectual Property Rights.

2.2 Ownership. Ambassador acknowledges and agrees that Marine Expert maintains exclusive ownership of the Services, Marine Expert Marks, and Marine Expert Marketing Materials.. All goodwill arising with respect to the use of the Services, Marine Expert Marks, and Marine Expert Marketing Materials shall insure to Marine Expert ’s exclusive benefit. Ambassador will not attack, question, or contest the validity of Marine Expert ’s ownership of Marine Expert Intellectual Property Rights, both during the Term and thereafter. Ambassador will not remove, alter, or conceal any Marine Expert copyright or other proprietary notice displayed on the Services, Marine Expert Marks, or Marine Expert Marketing Materials. Ambassador shall not use any language or display Marine Expert Intellectual Property Rights in such a way as to create the impression that Marine Expert Intellectual Property Rights belong to Ambassador.

2.3 Feedback​. Ambassador acknowledges and agrees that any suggestions, questions, comments, ideas, enhancement requests, recommendations, or other feedback provided by Ambassador relating to any aspect of the Services, any of Marine Expert ’s products or services, any aspect of Marine Expert business, or in association with any of Marine Expert ’s related products, services, or business (“Feedback​”) is the exclusive property of Marine Expert , and may be used or exploited by Marine Expert without restriction, condition, or compensation of any kind to Ambassador. Ambassador hereby assigns and waives its rights in any Feedback.

3. OBLIGATIONS OF AMBASSADOR​

3.1 Obligations as an Ambassador. Ambassador hereby agrees:

• (i) to use its best efforts to (a) promote the Services to potential Customers; and (b) satisfy all reasonable criteria and policies given to Ambassador by Marine Expert during the Term;
• (ii) to conduct business in a manner that reflects favorably at all times on the Services, goodwill, and reputation of Marine Expert ;
• (iii) not to use Marine Expert Intellectual Property Rights, except as authorized in this Agreement;
• (iv) to make such filings and take such actions as may be required to remain qualified to do business and perform its obligations hereunder under all applicable laws;
• (v) to perform its obligations under this Agreement in accordance with all applicable laws and regulations, including without limitation, privacy and anti-spam laws;
• (vi) to avoid deceptive, misleading, or unethical representations or practices that are or might be detrimental to Marine Expert, including, but not limited to, distributing unsolicited marketing materials, or engaging in any activity that violates Marine Expert ’s acceptable use terms;
• (vii) to avoid activities or courses of action that may diminish or tarnish the image or reputation of any Marine Expert Mark during the Term or after, as determined solely by Marine Expert ;
• (viii) not to bid on any keywords or phrases that include any Marine Expert Marks either in pay-per-click (PPC) or cost-per-acquisition (CPA) campaigns;
• (ix) not to create any domains, subdomains, or URLs using Marine Expert Marks; and
• (x) during the Term, not to represent or distribute any products that compete, directly or indirectly, with the Services, as determined solely by Marine Expert .

3.2 Specific Ambassador Activities​. Without limiting the generality of the obligations set out in Section 3.1, Ambassador will: (i) introduce potential Customers to Marine Expert , which may include sharing a referral link with such potential Customers; (ii) assist Marine Expert in following up with Customers and potential Customers to answer questions after an initial sales meeting; and (iii) to the extent reasonably requested by Marine Expert , assist during the negotiation process with potential Customers.

3.3 Referral Tracking.

• Marine Expert shall provide the Ambassador with an unique referral link and register this referral link only for one unique Ambassador.
• Ambassador must accept the Terms of Service and Privacy Policy in order to become an Ambassador and receive benefits, save the unique referral link and use it further to make benefits.
• In case of loss of the unique referral link, the Ambassador can contact the support service: offer@marine.expert
• The unique referral link is valid for 3 (Three) years from the date of sharing this link from Marine Expert to Ambassador. After 3 (Three) years Ambassador should get a new unique referral link by contacting support: offer@marine.expert
• Marine Expert shall track Customer using an unique referral link when Customer register using referral link filling the form for register at Marine Expert loyalty program.
• After Customer has registered (filled the form via an unique referral link by Ambassador) at Marine Expert loyalty program, Marine Expert sends a notification to Ambassador about a new referral, and order and benefit, which is planned to be paid when Customer’s order will be completed and fully paid.
• In case of successful completion of the order Marine Expert sends a final amount of the benefit to the Ambassador via e-mail or WhatsApp number, which Ambassador specifies as the main contact e-mail. In case of changing the main contact e-mail or WhatsApp number, the Ambassador must inform the support about changes immediately.
• Customers can use the referral link at any time, regardless of when the Ambassador gave it to the Customer. But its validity period is limited by this Agreement.
• Ambassador shall only receive payments, per Section 4, for Customers tracked via an unique referral link.

4. COMMISSIONS AND FEES

4.1 Payment to Ambassador.

• Marine Expert shall pay Ambassador three percent (3%) of the Net Amount of each Customers order placed with the unique referral link actually received by Marine Expert from a new Customer referred by Ambassador and tracked, per Section 3. For the purposes of this Agreement, “Net​” shall mean the aggregate amount of Order actually received by Marine Expert from Customer, less any refunds to any such Customer for cancellation and any applicable taxes.
• Payments to Ambassador shall be calculated and informed by Marine Expert thirty (30) days from the date on which the referred new Customer paid for the order to Marine Expert
• The Ambassador issues an invoice for his services in the amount of the calculated commission specified in the notification from Marine Expert with the indication of the payment details. Marine Expert pays for the Ambassador's services based on the invoice issued within 10 days from the receipt of the invoice.
• Marine Expert reserves the right to change any aspect of Ambassador compensation, including but not limited to, commission rates, payment dates, and duration of payments, at any time for any reason. Marine Expert will use commercially reasonable efforts to notify Ambassador of planned compensation changes no sooner than sixty (60) days prior to their implementation date. Electing not to terminate this Agreement in accordance with Section 5.2.3 indicates Ambassador’s acceptance of any and all new, updated, or modified compensation provisions.

4.2 No Expenses; Taxes. Except as expressly set forth herein, each party shall be responsible for any and all costs and expenses incurred by such party in connection with its performance hereunder. Ambassador will be responsible for any sales, use, or other taxes (other than taxes based on Marine Expert ’s net income), and payment processing fees that may arise in connection with Ambassador’s
performance under this Agreement in full compliance with the legislation of the tax resident country.

4.3 No Guarantee. Ambassador acknowledges and agrees that Marine Expert makes no representation or guarantee of any kind regarding revenue, business, profit, or Customers under this Agreement.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the date of its execution and continue in full force and effect until the Referral link would be terminated in accordance with this Agreement p.3.

5.2 Termination.

5.2.1 Breach. This Agreement may be terminated immediately by either party by written notice of termination if the other party breaches this Agreement and fails to remedy the breach within 30 days after receipt of written notice. Notwithstanding the foregoing: (i) either party may terminate this Agreement immediately upon written notice to the other party if the other party infringes the Intellectual Property Rights of the party electing to terminate this Agreement or breaches the confidentiality provisions of this Agreement, and (ii) Marine Expert may terminate this Agreement immediately upon written notice to Ambassador in the event Ambassador breaches Section 2.

5.2.2 Cessation of Business or Insolvency. Notwithstanding anything contained herein to the contrary, either party may terminate this Agreement immediately by providing written notice to the other if: (i) the other ceases to carry on its business, or otherwise terminates its business operations, except as a result of a permitted assignment of this Agreement; or (ii) the other becomes insolvent, admits in writing its inability to pay debts as they mature, or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within sixty (60) days).

5.2.3 Ambassador Cancellation. ​Ambassador may terminate this Agreement at any time and for any reason by providing Marine Expert with at least thirty (30) days written notice of Ambassador’s intention to terminate the Agreement. During the final thirty (30) days of the Agreement, Ambassador shall continue to receive any Ambassador Commission or other benefits owed, and shall have the right to continue to refer Customers through the end of the thirty (30) day notice period. All benefits, including Ambassador Commissions, shall cease immediately upon termination. Notwithstanding, Marine Expert shall pay one Ambassador Commission for each qualifying Customer referred during Ambassador’s final thirty (30) days, within ninety (90) days of the Agreement’s termination date, per section 5.3.1.

6. CONFIDENTIALITY

6.1 Definition of Confidential Information​. For this Agreement, “Confidential Information” means all data and information whether in written, machine readable, or other tangible form, or disclosed orally, and whether disclosed before, on, or after the effective date, that is communicated by either party to the other party. A party disclosing information is a Disclosing Party​. A party receiving information is a Receiving Party​. Confidential Information shall include, but not be limited to, information relating to the Disclosing Party’s assets, properties, personnel, customers, suppliers, products, technology, services, facilities, current or proposed business plans, marketing and roll-out plans, distribution channels, financial information, prices, trade secrets, know-how, formulae, processes, data, drawings, proprietary information, and any other non-public information which concerns the business and operations of the Disclosing Party or its Affiliates, whether marked or otherwise labelled as confidential. The term “Affiliate​” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with either party.

6.2 Restrictions on Use and Disclosure.​ The Receiving Party shall keep all Confidential Information received from the Disclosing Party strictly confidential during the Term and for a period of two (2) years after the expiration or termination of this Agreement. Receiving Party shall preserve and protect Confidential Information from disclosure by exercising the same degree of care that it exercises to preserve and protect its own Confidential Information, but in no case less than reasonable care. The Receiving Party shall not disclose any of the Confidential Information to any Person unless written permission is granted by the Disclosing Party, except that the Receiving Party may provide access to the Confidential Information to those of its directors, officers, employees, and professional advisors who need such access for the purposes of this Agreement, provided the Receiving Party uses its best commercial efforts to ensure that all such persons adhere to the terms of this Agreement. Neither party shall use, sell, license, lease, or otherwise allow third parties to use the Confidential Information of the other party, in any way, for its own or any third party’s benefit.

6.3 Exclusions​. Notwithstanding the provisions of Section 6.1, Confidential Information shall not include any information that, as established by competent evidence: (a) is publicly known at the time of disclosure or becomes publicly known through no fault of the Receiving Party; (b) Receiving Party knew prior to the disclosure thereof; (c) was independently developed by Receiving Party without benefit of, use of, or reference to, Disclosing Party’s Confidential Information; or (d) is required to be disclosed by a court or tribunal of competent jurisdiction;
provided, however, that Receiving Party promptly inform Disclosing Party of such obligation in writing so that, to the extent practicable, Disclosing Party may obtain a protective order or other similar remedy.

6.4 Survival​. The obligations of confidentiality set forth in Section 6 shall continue in full force and effect until each party supplies the other party with the last item of Confidential Information and for five (5) years thereafter; provided, however, that as to any Confidential Information that constitutes a “trade secret” under applicable law, the obligations of confidentiality contained herein shall continue for so long as permitted under applicable law.

6.5 Breach of Confidentiality​. If the provisions of Section 6 are breached, each party acknowledges that the other will suffer irreparable harm and that monetary damages will be an insufficient remedy. Consequently, the injured party shall be entitled to seek injunctive relief or other similar action. The remedy hereunder shall not preclude any other remedies available, at law or at equity, to the injured party.

6.6 Publicity​. Neither party shall publicly disclose the contents of this Agreement without the prior written consent of the other party, unless required by law.

7. WARRANTIES

7.1 Mutual Representations and Warranties. ​Each party represents and warrants that: (i) it has the full corporate right, power, and authority to enter into this Agreement and perform its obligations hereunder; (ii) when executed and delivered, this Agreement will constitute a legal, valid, and binding obligation enforceable against it in accordance with its terms; and (iii) it will comply with all applicable laws, regulations, and orders of any governmental authority of competent jurisdiction in its performance of this Agreement.

7.2 Ambassador Representations and Warranties.​ Ambassador warrants to Marine Expert that: (i) Ambassador has all consents, permissions, or licenses necessary to perform its obligations under this Agreement, and (ii) Ambassador shall make no representations or warranties with respect to the Services except as expressly permitted in this Agreement and Marine Expert ’s Terms of Service, and shall not alter or enlarge such representations or warranties.

7.3 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT EITHER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

8. LIMITATION OF LIABILITY

NEITHER PARTY, NOR ITS RESPECTIVE OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, INSURERS, LICENSORS, AND SERVICE PROVIDERS, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY, WARRANTY, AND NEGLIGENCE, AND WHETHER OR NOT SUCH PERSON WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. COMPANY’S AGGREGATE LIABILITY TO AMBASSADOR UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF AMBASSADOR COMMISSION OWED TO AMBASSADOR WITHIN THE LAST TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE CLAIM(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO THE DEFENSE AND INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS AGREEMENT OR FOR ANY BREACH OF SECTIONS 2 OR 6.

9. MISCELLANEOUS​

9.1 Relationship of Parties. The parties hereto expressly understand and agree that each party is an independent contractor under this Agreement and this Agreement will not create any relationship of agency, partnership, joint venture, or any similar relationship between the parties. Neither party, nor its agents or employees, are the representatives of the other party for any purpose, and neither party has the power or authority to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever.

9.2 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, either party may: (i) assign this Agreement to any acquirer of all or of substantially all of such party’s equity securities, assets, or business; or (ii) delegate any of its obligations hereunder to subcontractors reasonably acceptable to the other party, provided that the delegating party remains responsible for the performance of all such obligations. Any attempted assignment or delegation in violation of this Section will be void and without effect. Subject to the foregoing, this Agreement will benefit and bind the Parties’ successors and assigns.

9.3 Governing Law and Venue. This Agreement will be governed by and construed in accordance with the federal laws of Germany, notwithstanding the actual residence of the Parties.

9.4 Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent such delay or failure is caused by any occurrence beyond the reasonable control of such party, including, but not limited to, acts of God, power outages and governmental restrictions, fires, labor disturbances, floods, epidemics, war, riot, civil insurrection, shortages of relied upon services, or intentional, reckless, or negligent acts of third parties, including unauthorized hacking on or through the Internet.

9.5 Notice. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing, by an authorized representative of such party, and delivered by hand, registered mail, courier, or express delivery service, or email. Notice shall be considered to have been received five (5) days after sending date if by registered mail, courier, or express delivery service, and the same day if sent by email.

9.6 No Implied Waivers. A party’s failure to exercise a right under this Agreement shall not constitute a waiver of such right. A party’s waiver of the other party’s breach of this Agreement shall not constitute a waiver of any such breached provision.

9.7 Severability. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. The Parties agree to renegotiate in good faith those invalid provisions so as to be valid, enforceable provisions that reflect as closely as possible the original intent of the Parties, and further agree to be bound by such substitute provisions.

9.8 Headings. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement

9.9 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, including, without limitation, the terms of any purchase order. No amendment to or modification of this Agreement will be binding unless agreed to in writing and signed by a duly authorized representative of both parties. This Agreement will be interpreted in accordance with its terms and without any strict construction in favor of or against either party.