GENERAL TERMS AND CONDITIONS OF COMPANY
GENERAL TERMS AND CONDITIONS
PLEASE READ CAREFULLY: IMPORTANT LIMITATIONS OF LIABILITY, INDEMNITY AND CHOICE OF LAW PROVISIONS CONTAINED HEREIN WHICH MAY AFFECT YOUR LEGAL RIGHTS
Definitions: Certain terms are defined as follows –
“Charter” means the Client’s hire of the Yacht for the Event.
“Charter Fee” means the Charter of the Yacht, fuel, dockage, crew, Company service personnel, licenses, and utilities.
“Company” shall mean Expoships LLLP and includes its subsidiaries, affiliates, agents, assigns, as well as the Yacht upon which the Voyage was booked, including the master and crew of the Yacht for the Voyage.
“Company Property” means any and all proposals, concepts, ideas, designs, plans, imagery, videos, menus, specifications, drawings, sketches, renderings, presentations, written narratives, notes, reports, documents, materials, the information contained in any of the foregoing, and any and all other work product or property, whether tangible or intangible developed or produced by Company, whether or not contributed to by Client or third parties.
“Client” shall mean the individual or entity executing this Agreement and requesting the services provided for herein, its employees, owners, directors, officers, agents and servants.
“Event Date” means the date listed on the first page of the Agreement for the Client’s Event onboard the Yacht.
“Event Start Time” means the time the Event begins.
“Event End Time” means the time the Event ends.
“Event Period” means the Event Start Time through the Event End Time.
“Force Majeure” means government declared pandemic or epidemic, fire, tropical storms, hurricane, small craft warnings, severe rain, high seas impeding safe transit between destinations, civil strife, terrorist actions or threats, vessel mechanical difficulty, riot, war, act of God or public enemies, strike, lockout or labor disturbances of any nature (regardless whether such strike, lockout or labor disturbance results from a dispute between the Company and its employees or other parties), order of governmental body or authority or other losses of any kind beyond the Company’s control.
“Guest” shall mean the Client, its directors, officers, and employees and any Guest, patron, invitee, vendor, contractor, agent, representative or other person at an Event by request of the Client, including during set up and strike. All persons boarding after security check and Client’s dockside individual supervising admission shall be deemed a Guest and boarded with the permission and invitation of the Client.
“Logos” mean any names, photos, recordings, designs, marks, likenesses, logos, or other content that Client requests Company to incorporate into the design and concept for the Event.
“Unanticipated Event” means Company experiences any of the following events including but not limited to a change of corporate ownership, change of ownership of Yacht, change of Yacht operational base from Miami, death or disability of Company principal.
“Vessel Owner” shall mean Company and any other owners or owner pro hac vice of Yacht.
“Voyage” shall mean the Event Client has contracted for.
“Yacht” shall mean M/Y Luxe and any substitute vessels used in the performance of this Agreement.
1) The Agreement: The Client and Guest agree that this Agreement governs the relationship between the parties, regardless of the Guest’s age, whether the Guest purchased a ticket on his or her own behalf, and/or whether the ticket has been held and/or presented by another person on behalf of the Guest. The Client and Guest agree that, except as expressly provided herein, this Agreement constitutes the entire contract between the parties and shall supersede and exclude any prior representations oral or written that may have been made in relation to the Voyage. The rights, defenses, immunities, and limitations of liability set forth herein shall inure to the benefit of the Company and all concessionaires, independent contractors or other service providers; and affiliated or related companies, parents, subsidiaries, successors, assigns or factiously named entities; all suppliers, shipbuilders, component part manufacturers; and its or their owners, operators, managers, charterers, agents, pilots, officers, crew and employees.
2) Company Rules and Regulations: Client and Guests agree to abide by the rules of the Company, including, but not limited to, the rules and regulations particularly set forth below, and to follow the lawful instructions of the Yacht’s officers and crew at all times. The Client and Guests accept that failure to do so constitutes a material breach of this Agreement, which may subject the Guest, as well as any accompanying Guest(s), to involuntary disembarkation without liability whatsoever to the Company for any refund or any other related loss or expense to a Guest or Client. Any Guest who is refused passage or otherwise denied any advertised benefit or service shall not be entitled to receive any compensation whatsoever and shall become liable for any resulting expenses incurred by Company. Client acknowledges that it is Company policy that all Guests must be onboard the Yacht prior to the Event Start Time and agrees that it is the Client’s responsibility not to miss boarding time. Any Guest who fails to board the Yacht prior to the Event Start Time is at risk of being left at the dock. In such event, Company shall have the right without notice to depart without the Guest and Client shall be fully responsible for any consequences arising therefrom. In such event, neither Guest or Client shall be entitled to a refund and the entire Charter shall be deemed fully earned by Company and no portion thereof shall be recoverable by Client or Guest.
3) Services: The period of this Agreement shall include the Event Period and a 4-hour same-day set-up period and a 3-hour same-day strike period immediately following the event. Additional set up and strike time outside of the Event Period, if available and requested by the Client, may be made available at an additional charge. Such charges will be arranged and confirmed in writing by both Parties after a request from the Client of additional time requirements. Should the Client request an extension of the Event Period, including food and beverage services specified herein, and such extension is approved by the master or Company representative, there will be an additional charge to be agreed in writing by the Client and the Company.
Open buffets or food stations will be limited in time to ensure quality and freshness. Following the Event, the Company will remove all food that is not consumed. Food and alcoholic beverages may not be removed from the Yacht.
Client shall furnish a list of all special food requirements for Client’s Guests ten (10) days in advance of the Event Date. Client shall advise the Company of all specific Guest allergies and dietary requirements. The Company shall make its best efforts to comply with the Client food requirements. In case the Company is unable to address specific food requests or requirements, Company shall advise Client who may then make other food arrangements with Company’s written approval.
4) Change Orders: Any changes to the services or prices after the date of this Agreement will require a written Change Order. Client may only increase the total number of guests and the guarantee – adjustments downward or cancellation are not allowed. Increases of the total number of Guests must be made no later than seven (7) days prior to the Event. The Change Order may be in the form of a Revised BEO or another form of writing that describes the change and is signed by the Client and the Company. Change Orders or guest increases made within seventy-two (72) hours prior to an Event will result in a 25% additional charge. Fees for late increases in the number of guests that result in an increase to the total fees due to the Company for the Event must be paid prior to commencement of the Event.
5) Overages: The total fees for an Event may vary depending upon a number of factors including without limitation, the number of Guests that actually attend, the length of time the Event actually lasts or any Change Orders made during an Event. The amount of overage, if any, will be determined immediately following the Event. Client hereby authorizes the Company to charge Client’s credit card for all such overages as well as a 3% credit card convenience fee.
6) Past Due Amounts: There shall be a 5% late charge for all payments received more than five (5) days past the contracted due date. Interest will also accrue at a rate of 1½% per month on past due amounts.
7) Matters Affecting Performance: In any situation whatsoever and wheresoever occurring and whether existing or anticipated before the commencement of or taking place during the Event, including the period of Guest embarkation or debarkation, which in the judgment of Company or the master is likely to give rise to risk to Guests including but not limited to bad weather, small craft warnings, high winds, delay or disadvantage to or loss of the Yacht, or to make it unsafe, imprudent, unlawful or impossible for any reason to commence or proceed on or continue the Voyage of the Yacht, or to enter the area of disembarkation, or leaving the port of embarkation, Company or the Master may require Guests to disembark the Yacht at Client’s risk and expense, or Company may retain Guests on board until such time as Company thinks advisable and disembark Guests at any place whatsoever. Master may require the vessel to remain dockside for the Event if in his sole judgment such action is required. Any variations from normal operating parameters which may occur including dockside operation – except Event cancellation – are hereby accepted by the Client without recourse.
8) Liberties: Yacht may, for matters occurring before the Event, known or unknown at the time of such Event, and matter occurring during the Event, either with or without Guests on board, and before or after proceeding toward a destination, at the sole discretion of Company, remain in port, remain dockside due to weather or mechanical issues, go to the assistance of vessels in distress to save or attempt to save life or property, and all the foregoing are included in the Charter and shall not be considered deviations. Company, the master and the Yacht shall have liberty but not the requirement, to comply with any directions, recommendations, orders, requirements or suggestions as to the Yacht, her voyage, employment or movements, or any disposition or other matter whatsoever relating to the Guests, including but not limited to embarkation, debarkation, departure, arrival, routes, zones, stoppages or in any matter whatsoever given by the government. If by reason of or in compliance with any such directions or recommendations, anything is done or not done, such shall not be deemed a deviation. Any variations from scheduled parameters or contracted timeframes that may occur – except Event cancellation – are hereby accepted by Client without recourse.
9) Force Majeure and Unanticipated Occurrences: Under a Force Majeure event, the Event may be altered, shortened, lengthened or canceled in whole or part without liability to the Company for a refund or otherwise. Client will be responsible for payment of any expenses already incurred by Company up to the date of Company’s notification of a Force Majeure event. If Event is canceled or postponed prior to the Company incurring any charges to prepare for the Event, Client will receive a full credit for any amounts previously paid to Company. The credit shall be used by Client toward a future Event with the Company within 18 months of the original scheduled Event Date. Failure by Client to use the credit within the time period set forth herein shall render the credit expired, null and void. The Company shall be relieved of all further obligations to the Client and from any liability for failure to perform obligations related to the contracted Event.
If the Company experiences an Unanticipated Event which renders the Company’s performance of its obligations herein impractical or impossible, the Company may cancel the Event without penalty at the sole discretion of the Company and in the instance of Company cancellation, shall the Client receive a refund of all monies paid, less expenses incurred by the Company to prepare for the Event. In such case, the Company shall be relieved of all further obligations to the Client and from any liability for failure to perform obligations related to the Event. If the Event does not originate from its customary home dock/departure point, transit will be required to effectuate the Voyage for an additional fee, as provided in the COSTS/FEES FOR CHARTER AND EVENT Section of the Agreement. Such Yacht relocation is contingent on safe weather conditions. Should weather or sea conditions prevent such safe travel within the allotted travel period, it shall be considered a Force Majeure event as provided herein.
A Non-refundable Deposit is charged to secure the reservation of services on the scheduled day of the Event. In case of a Force Majeure, the Event will be rescheduled by the Client on a mutually acceptable date. The Client will be responsible for any additional charges Company incurs relating to the rescheduled Event, which may include fuel, extra crew, and other charges to be approved in writing in advance.
10) Guests: The Yacht is registered and inspected United States Coast Guard (“USCG”) passenger vessel and is subject to strict USCG regulations. All Guests are subject to Yacht’s security screening as required by the US government (TSA) prior to boarding. Guests will be required to furnish a US government-issued identification or a current valid foreign passport prior to boarding the Yacht. The client shall provide a full Guest manifest five (5) days prior to Event Date. A complete manifest of all Guests shall be maintained by the Company prior to embarkation. Client shall advise Guests that the Yacht has raised thresholds that require caution. Client shall notify its Guests to utilize extra caution aboard the Yacht and to always use handrails on all stairways.
Client confirms all Guests are in good physical health and condition sufficient to board and attend the Event. Client agrees that he/she/they/them and Guests are voluntarily participating in the Event and activities aboard the Yacht, accepting the risks of injury and illness (including, but not limited to, communicable diseases and tropical diseases such as the Flu, MRSA, Influenza, West Nile Virus, Zika Virus, Coronavirus, COVID-19, etc.) from the Event are understood, including the potential for permanent injury, disability, and death and Client and Guests assume full responsibility for all actions, conduct, negligence, and/or omissions and agree to fully defend and indemnify the Company from any claims, demands, losses, and/or damages as a result of any actions related to injury or illness by a communicable disease. Client shall be responsible for furnishing an individual to supervise the boarding of all Guests at the dock security point.
Company has the right to refuse entry or further beverage service once aboard and to demand the immediate removal of any person appearing ill, intoxicated or posing a threat to the safety of person or property on the Yacht.
The “Minimum Guest Guarantee” (the “Guarantee”) is set forth on the second page of the Agreement. The Client acknowledges that the Company will purchase supplies for the Event based on the Guarantee. The Guarantee may be adjusted upwards as allowed herein; it cannot be reduced. The Company will use reasonable efforts to accommodate all Guests but shall not be responsible for any specific shortages of provisions if the number of Guests exceeds the Guarantee. The Client may increase the Minimum Guest Guarantee upwards by written notice no later than seven (7) days before the Event Date. Guest or attendance increases within 72 hours of the start of the Event will result in a charge of 125% of the per person Event charge for the added Guests. Decreases in the Guarantee are not permitted.
A Company representative will be assigned the task of counting Guests by a mechanical counter. During an event, the Client shall furnish a representative to supervise admission and Guest count so that Client may verify the number. No disputes may be raised after the Event and the Company’s count will be deemed final and conclusive. The Client is solely responsible for creating and controlling the Guestlist as well as monitoring the entrance of Guests to the Event.
Because the Company will rely upon the Client’s Guarantee as a representation of the number of Guests to anticipate, the Client will confirm the final Guest count five (5) days in advance of the Event Date. Any Guest under 21 years of age is considered a minor. Any Guest under the age of 21 must be accompanied by a Guest 21 years of age or older at the time of embarkation who expressly agrees to be responsible for the under-21 Guest throughout the Voyage. The Guests agree that this responsibility includes, but is not limited to, preventing the under-21 Guest from violating the Yacht’s rules, including preventing the under-21 Guest from consuming alcohol. When accompanying a minor on the Yacht, the adult Guest agrees to be the agent of such minor for all purposes, to accept and maintain full responsibility for supervising and ensuring the safety and health of such minor, and to bear full responsibility for the actions of such minor.
Client and Guests agree not to bring on board the Yacht, under any circumstances, any firearms or weapons of any kind, ammunition, explosives, or other substances of a dangerous nature, nor animals of any kind, except service or guide animals, provided that the Client notifies the Company, prior to the Voyage, of a Guest’s intention to bring such animal and agrees to accept full responsibility for any expense, damage, losses, or injuries associated with or caused by such animal.
If any Guest is traveling with his or her natural-born or adopted minor children, the Guest agrees and stipulates to the appointment, upon boarding as the legal representative of such minor children within the meaning of 46 U.S.C. § 30508(d) upon boarding.
11) Personal Items: Company has no duty with respect to the security or safety of Guest’s personal items, outside rental equipment, or other property of the Client or Guests. No property is to be left unsecured by the Client or the Client’s Guests during the Event. No property of Client, Guests, or contractors is to be left aboard the Yacht at the close of the Event, or such items may become the property of Company or otherwise disposed of with no liability to Company.
12) Smoking: Smoking is not permitted aboard the Yacht on decks 1, 3, or 4. Special advance arrangements may be made for the outside area on Deck 2 / Luxe Lounge of the Yacht to be used as a designated smoking area, for an additional fee.
13) Food, Beverage, and Alcohol: All food, beverages, and alcohol are to be supplied solely by the Company. No food or alcohol of any kind may be removed from the Yacht at any time.
If alcohol will be served at the Event, the Client may be required to limit its Guestlist to persons aged 21 and older. The company reserves the right to request proof of age. The Company reserves the right to refuse service of alcohol to anyone without proof of age or who, in the Company’s sole determination, appears to be intoxicated or otherwise impaired. If any Guest(s) appears to be inebriated, Company shall notify the Client. The Client shall immediately deal with the Guest(s) on board and take proper measures to ensure the Guest’s safety. Any orders for brands outside of the Company’s brand list will result in additional charges.
Champagne and liqueurs are not furnished as part of any bar package but are available for an additional charge. If the bar price is based on consumption, the Client agrees to accept Company’s billing without contest and pay the billed amount prior to departure from the Yacht. No disputes to Company’s count may be raised after the Event and Company’s count and billing will be deemed final.
14) Rental Basis: All items are supplied on a rental basis and not as a purchase. Clients will be charged the full replacement value for any item not returned to the Company. Exceptions will be made for floral arrangements (but not the containers) and items containing the Client’s Logos, if approved in advance and provided that the Client removes the items immediately following the Event and assumes full responsibility thereafter.
If Client requests that Company use Client’s china, silver, glassware, or other supplies or equipment rather than Company’s own, Client expressly agrees and acknowledges that the Company will not be liable for any breakage, damage or loss of such items under any circumstances whatsoever, even if attributable to the negligence or fault of Company. The Company reserves the right to charge the Client a glass breakage fee for Company-owned glassware lost due to excessive breakage.
15) Public Sale of Tickets to Events: Clients shall not offer tickets for sale to any Event without the express advance written permission of the Company. If such sale and advertisement of tickets is permitted, the Client shall indicate boldly on all such advertisements that the Event is sponsored solely by the Client without mention of the Company. Further, such advertisements shall indicate that the Company has no financial responsibility as to tickets sold and that such ticket sales are the sole financial responsibility of the Client. The Client shall indemnify, defend and hold harmless the Company for any claim made by any Guest related to the ticketed event. This provision shall survive the performance, termination, or expiration of this Agreement.
16) Security and City Services: Company reserves the right to determine whether security officers will be required for the Event. If third-party security officers are required by the Company, the costs thereof shall be at the Client’s expense. If such third-party security services will be required, the Company will provide a list of approved companies to the Client. The Company assumes no duty with respect to the third-party security services and the Client agrees to hold Company harmless, defend and indemnify it from any and all damage or loss relating to third-party security services. The Event may require city services such as police or special security. If so required, Company will advise the Client, arrange for such services and the Client will be responsible for payment of all fees relating thereto. This provision shall survive the performance, termination or expiration of this agreement.
17) Parking: Company assumes no duty or responsibilities with respect to parking services. Client agrees to hold Company harmless from and indemnify it for any and all damage or loss relating to a failure to provide such services.
18) Timeliness and Additional Fees: Start times and end times are as set forth herein. If contracted time is exceeded, additional charges will be incurred as provided in the COSTS/FEES FOR CHARTER AND EVENT Section of the Agreement in excess of the agreed times. Unless otherwise indicated on the BEOs, set up and strike will occur immediately before and after the Event. If the Company is requested to make the Yacht available for additional set up or strike times other than contracted herein, additional charges will be incurred. Such additional charges will be quoted to and approved by the Client in advance.
19) Changes to Layout and Furniture: Any changes made to the pre-approved layout of the Yacht must be received three (3) days prior to the Event. Otherwise, if feasible, the Company will use reasonable efforts to accommodate a request for a change to layout for an additional fee.
20) Logos and Marks: The Client represents and warrants that it has obtained all necessary consents, licenses, and legal rights for the Company to use Logos. Client hereby agrees to protect, defend, indemnify and hold harmless Company from and against any and all claims, losses, liabilities, settlements, expenses, and damages, including attorney’s fees and costs which Company may suffer relating to the use of Logos. This provision shall survive the performance, termination, or expiration of the Agreement. As an essential element of the consideration for the performance of services by the Company, the Client hereby acknowledges and agrees that all Company Property will be owned exclusively by the Company. Nothing in this Agreement will grant to the Client any right or license to use Company Property, name, or imagery – whether during the term of the Agreement or thereafter. The Client may use Company Property to promote the Event only with the written permission of the Company. The Client acknowledges that actual damages likely to result from a breach of the unauthorized use of Company Property are difficult to estimate and would be difficult for Company to prove. The Client intends that the payment of liquidated damages of $50,000 serves to compensate Company for any breach by the Client of its obligations to obtain written permission of the Company to utilize Company Property and is not intended to serve as punishment for any such breach by the Client. The Client will not permit any employee, agent, Guest, or third party to copy, reproduce or otherwise utilize any Company Property in violation of this provision or the Company’s rights. The Client acknowledges that money damages would not be a sufficient remedy for breach of this provision and in addition to liquidated damages, Company will be entitled to injunctive relief or another equitable remedy to prevent any breach or threatened breach hereof, without posting a bond or surety or guarantee.
21) Compliance with Laws: Client and Guests will comply with all applicable city, county, state, and federal laws, statutes, regulations, rules, and ordinances and any and all policies, rules, and regulations of the Yacht and any third-party provider. The Client and Guests shall comply with any order issued by any governmental or legal authority, even if compliance will result in a delay or interruption of the Event. The Client will not admit a larger number of persons than permitted by the USCG. The Company has the right to remove Guests if capacity is exceeded. The Company may make adjustments to seating arrangements to ensure that Guests can safely and freely move about. In any of the foregoing instances, no refunds, credits or adjustments will be issued to the Client. The Company is not responsible for illegal or unauthorized parking by the Client, Guests, or contractors.
The Client is hereby advised that municipal noise ordinances may be in effect during contracted Events and Company must comply with such ordinances. The Company may direct the Client or its vendors to reduce the volume on certain outside decks to comply with such ordinances and the Client hereby agrees to immediately comply with such direction.
22) Union: The Company is a non-union company. If the Company is required to use union contractors for an Event, the Client will be responsible for any additional fees relating thereto.
23) Security and Cleaning Deposit: Company may require a Security and Cleaning Deposit as a condition of this Agreement as provided in the COSTS/FEES FOR CHARTER AND EVENT Section herein. This is specifically to cover any physical damage to the Yacht by the Client or Guests, including but not limited to carpet cleaning, damage to floors, damage to elevators, damage to furniture and replacement equipment or other such losses. Company may require a cash or Credit Card Security Deposit prior to the Event; provided no damage occurs or excessive cleaning is required, the deposit will be refunded to Client within five (5) business days after the Event date. If the Client uses outside contractors for sound, audio visual, florals, photography and other services, the Company will require a Credit Card Security Deposit as provided in the COSTS/FEES FOR CHARTER AND EVENT Section herein from the Client or from the individual contractor(s) as a precondition of working aboard the Yacht. No confetti is allowed on the Yacht.
24) Insurance: The Client and all contractors of the Client, shall at their own expense, provide and maintain in full force and effect, commercial general liability with minimum limits of $2,000,000 per occurrence (combined single limits for bodily injury and property damage) and $5,000,000 aggregate including broad form contractual liability and worker’s compensation coverage in statutory amounts. Excess liability insurance in the minimum amount of $5,000,000 combined single limit covering both bodily injury and property damage shall also be required from the Client at its own expense. The Client shall provide to the Company a certificate of insurance indicating insurance coverage as outlined above and naming the Company as an additional insured for the event, including the pre-Event and strike period, 5 days before the scheduled event.
Any such insurance shall be issued by companies licensed to do business in Florida and having a Best’s rating of not less than A-VIII, and otherwise satisfactory to the Company. All such policies shall be on an “occurrence basis.” Certificate in customary form evidencing that premiums for the foregoing insurance has been paid shall be delivered to the Company ten (10) days prior to the Event Date. FAILURE OF THE CLIENT AND/OR VENDORS TO PROVIDE THE REQUIRED CERTIFICATE OF INSURANCE 5 DAYS IN ADVANCE MAY RESULT IN THE CANCELATION OF THE EVENT OR IMPOSITION OF AN INSURANCE WAIVER FEE AT THE COMPANY’S ELECTION.
INDEMNIFICATION AND HOLD HARMLESS: Client and Guests shall, to the fullest extent permitted by law, agree to protect, defend, indemnify and hold harmless Company, Yacht, Vessel Owners, and their respective subsidiaries, affiliates, shareholders, directors, officers, partners, managers, and employees, from and against any and all claims, losses, liabilities, settlements, expenses, payments, recoveries, judgments, and damages, including attorney’s fees and costs which Company may suffer which are caused by, arise as a result of, or are in any way related to a breach by Client, their officers, shareholders, directors, agents, Guests and/or employees of any representation, warranty or covenant set forth in this Agreement, or the negligence or willful misconduct of Client, their officers, shareholders, directors, agents and/or employees, any Guest or any Contractor retained by the Client. The Company shall remain responsible for it’s own negligence or willful misconduct. Client shall, at its own expense, defend any and all actions brought against the Company based upon any of the foregoing and shall pay all attorneys’ fees and all other expenses, and promptly discharge any judgments, settlements, or comprises arising thereof and Client shall indemnify Company. The Client’s liability under this paragraph shall survive the performance, expiration, or termination of this Agreement. Client agrees that neither Client nor Guests shall have the right to assert maritime liens on, or actions in rem against the Yacht for any matter arising in connection with the Agreement, including actions under the Jones Act.
25) Limitation of Liability: The Yacht or Vessel Owners shall not be liable for any loss of profit or indirect, incidental, consequential, punitive, or special. The liability of the Company, if any, shall be absolutely limited to the total fees paid by the Client. Client and Guests hereby agree there is no warranty, whether express or implied, as to the fitness, seaworthiness, or condition of the Yacht or any person on board, or any food, drink or provisions supplied onboard the Yacht. Client and Guests acknowledge that the Company is not an insurer of her or her safety during the course of the Event and that Company shall not be liable in any circumstances for an incident or injury arising from events occurring outside of the Guest areas of the Yacht itself, including but not limited to those events occurring ashore, on items not owned or operated by Company, on or resulting from equipment not a part of the Yacht, or upon docks and/or piers, or involving persons employed on board the Yacht acting outside the course and scope of employment. The Company disclaims all liability for damages for emotional distress, mental suffering or psychological injury of any kind not resulting from a physical injury to that Guest, nor from that Guest having been at risk of actual physical injury, nor intentionally inflicted by Company. In addition, Company and the Yacht shall have the benefit of any statutory limitation of liability or exoneration of liability available in the applicable forum, or under any applicable law including, but not limited to, 46 U.S.C. §§ 30501 through 30509 and 305611.
GOVERNING LAW AND VENUE: ANY DISPUTE THAT ARISES OUT OF OR RELATING TO THIS AGREEMENT OR ANY CLAIM FOR BREACH OF CONTRACT, NEGLIGENCE OR PERSONAL INJURY, OR DEATH SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE GENERAL MARITIME LAW OF THE UNITED STATES AND WHERE NOT PREEMPTED, THE LAW OF THE STATE OF FLORIDA WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS. IT IS HEREBY AGREED THAT ANY AND ALL CLAIMS, DISPUTES OR CONTROVERSIES WHATSOEVER ARISING FROM, RELATED TO, ON IN CONNECTION WITH THIS AGREEMENT, THE PARTIES HEREIN OR THE VOYAGE, SHALL BE COMMENCED, FILED, AND LITIGATED, IF AT ALL, BEFORE A STATE COURT OF COMPETENT JURISDICTION SITTING IN MIAMI DADE, FLORIDA TO THE EXCLUSION OF ALL OTHER JURISDICTIONS AND VENUE WHERE SUIT MIGHT OTHERWISE BE BROUGHT
WAIVER OF JURY TRIAL: EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.
WAIVER OF CLASS ACTION RELIEF: THIS CONTRACT PROVIDES FOR THE EXCLUSIVE RESOLUTION OF DISPUTES THROUGH INDIVIDUAL LEGAL ACTION ON THE CLIENT OR GUEST’S OWN BEHALF INSTEAD OF THROUGH ANY CLASS ACTION. EVEN IF THE APPLICABLE LAW PROVIDES OTHERWISE, CLIENT AND GUEST AGREE THAT ANY LAWSUIT AGAINST THE COMPANY WHATSOEVER SHALL BE LITIGATED INDIVIDUALLY AND NOT AS A MEMBER OF ANY CLASS, AND CLIENT AND GUEST EXPRESSLY AGREE TO WAIVE ANY LAW ENTITLING THEM TO PARTICIPATE IN A CLASS ACTION.
- Attorneys’ Fees: In the event of any litigation arising from or related to this Agreement, or the services provided under the Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable legal costs incurred including staff time, court costs, attorneys’ fees, and all other related expenses incurred in such litigation.
- Invalidity: If any provision or portion of the Agreement or the application thereof shall be deemed invalid or unenforceable, such event shall not affect or render invalid or unenforceable the remainder of the Agreement.
- Assignment: The Agreement shall inure to and bind the successors, heirs and/or assigns of the parties. The Agreement may not be assigned without the prior written consent of the other party, except that Company may assign all or a portion of the Agreement to an entity under common control with the Company, and in such event, all indemnity and defense rights of Company will apply to such entity.
- Cumulative Remedies: All rights and remedies of the parties under the Agreement shall be cumulative, and the exercise of any one right or remedy shall not bar the exercise of any other right or remedy.
- Non-Waiver: Failure to exercise any right, enforce any provision, or require strict performance, shall not operate as a waiver or release of any other right or remedy under the Agreement or at law.
- Amendment: Except as otherwise specified in this Agreement, this Agreement may not be amended, altered, or modified except by a written instrument signed by both parties.
- Notices: Except as otherwise specified in this Agreement, all notices shall be in writing and shall be deemed given when received by U.S. certified or registered mail, return receipt requested, or delivered personally to the Client at the address set forth on the second page of this Agreement or to the Company at 153 Flagler St #1760, Miami, Florida 33131.
- Signatures: This Agreement will be effective upon execution by both Client and Company. Electronically transmitted signatures shall be deemed originals for all purposes relating to this Agreement. Each of the undersigned hereby warrants and represents that he or she is duly authorized to execute this Agreement on behalf of themselves and on behalf of the Client.
- Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.
- Headings: The headings used in the various sections of this Agreement are intended for informational purposes only, and the text of each section – not the heading is given it – sets forth and governs the Parties’ Agreement.
- Deficiencies: Any perceived deficiency in banquet or catering services shall be immediately brought to the attention of the Director of Hospitality or his/her representative on board the Yacht by the Client in order for the Company to address the same. The Company will make its best efforts to immediately address any complaint. Any complaint made after the Event shall not be entertained. The Client in any event will have no right to any refund for a perceived deficiency.
- Cancellation of Charter and Catering Services: Neither the Yacht, Event, BEO, catering services, Change Orders, additional contracted services, or the full contractual amount due herein are subject to cancellation by Client under any circumstances.
THE FOLLOWING TERMS AND CONDITIONS APPLY ONLY TO PRODUCTION SERVICES
“Production Services” includes décor, staging, lighting, sound, television and entertainment. The Company may provide these services at an additional charge or permit the Client to independently contract such services with third parties. If provided by the company, the following shall apply:
Renderings: Client acknowledges and agrees that any drawings, designs, sketches or renderings prepared by the Company are intended as hypothetical visual examples and will not represent the proportions, dimensions or perspectives that will ultimately be delivered at the Event.
Last Minute Changes: Any last-minute changes that result in an increase to
production requirements will be accommodated if feasible provided, however, that Client will be charged additional procurement fees which may include materials, equipment, labor and/or courier charges.
Performance Agreements: If applicable for an Event, the Company will enter
into performance agreements with performers on behalf of Client and Client hereby grants the Company authority to do so. In the event of a cancellation of the performance, Client will be responsible for any cancellation fees, penalties or payments due to the performer. Client agrees for itself and on behalf of its Guests to adhere to the rules and regulations of the performer, including any restrictions regarding photography and recordings.
Shipboard sound, television, internet, and audio-visual services:
Company will permit use of shipboard equipment such as television, microphones, speakers, internet, and similar equipment without charge as a gratuitous courtesy to the Client. The Company makes no warranty or guarantee as to the successful use or operation of such equipment for any event. It furnishes any such shipboard equipment and services specifically without guarantee or warranty and only as a gratuitous courtesy. If Client has any reservations concerning use of shipboard equipment or using shipboard personnel subject to such disclaimers, it may retain outside contractors – and are encouraged to do so – at its sole costs to operate shipboard equipment or furnish alternative equipment or services such as sound, television, internet or audio visual services for the Client’s Event.
Wood and Fabric Fire Retardancy: The Yacht Grand Luxe has high wood or fabric fire retardancy standards. The Client shall advise the Company of such standards in advance of receiving any BEO pricing. In the event the Company learns of a venue’s higher wood or fabric fire retardancy standards subsequent to issuing BEO pricing, the Client agrees that such wood or fabric may not be allowed or pricing may be increased accordingly in order to comply with the Yacht’s standards.