BY USING THE SERVICES available from the domain and sub-domains of www.boksamarinedesign.com (the "Site"), you are agreeing to the terms and conditions of this User Agreement and Terms of Service ("Agreement") with Boksa Marine Design, Inc. (the "Company"). This Agreement is effective as of May 1, 2008.

1. Membership

The Company provides certain online internet accessible buying, selling and other services provided by the Company (collectively, the "Service") available from the Site for the purchase and sale of used equipment, machinery, accessories, attachments, spare or replacement parts, tools, supplies merchandise or goods (the "Goods"). The Service is available only to business entities (each an "Entity") whose authorized representative completes a registration form, and such registration is accepted by the Company. Upon acceptance by the Company of the registration form completed by the Entity, the Entity agrees and accepts the terms and conditions of this Agreement, becomes a registered user of the Site and shall be considered a "Member". Each Member shall have their own e-mail address to use the Service, and must provide its legal and current name, address, telephone number, active e-mail address, and other contact and related information required by the Company.

2. Modifications to Terms

The Company may unilaterally change this Agreement from time to time, in its sole and absolute discretion. The amended Agreement or amendments to this Agreement shall become effective upon posting by the Company. A Member's continued use of the Service after the amended Agreement or amendments to this Agreement have been posted constitutes a Member's acceptance of the amended Agreement and amendments to this Agreement, and the Member's agreement to be bound thereby.

3. Nature of Services Provided

A. Buyers and Sellers: The Company provides a forum for matching a Member seeking to sell certain Goods listed with the Company for sale (each a "Seller") and a Member seeking to purchase certain Goods listed with the Company (each a "Buyer"). All ultimate decisions to buy and sell Goods on the Site are made by the Member, or by its duly authorized agents or employees, and Member accepts full responsibility for such decisions made.

B. Release: The Company has absolutely no control over the quality, compatibility, safety or legality of the Goods offered for sale, or the terms and conditions of any transaction between a Buyer and Seller. As a result, each Member agrees: (a) to release the Company (and its officers, directors, shareholders, agents, members, managers, employees, contractors, successors and assigns) from any and all claims, demands and damages, of any type and nature, known or unknown, arising out of or in any way connected with use of the Service or any Goods purchased or sold through the use of the Site or the Service (including disputes with another Member); and (b) to attempt to settle any and all such disputes with another Members directly, without the involvement of the Company.

4. Member Account, Password, and Security

The Company shall assign each Member a password that allows the Member to access the Service (the "Password"). Each Member is responsible for maintaining the confidentiality of its Password, and each Member is responsible for all activities occurring under such Member's Password. Each Member agrees to immediately notify the Company of any unauthorized use of the Service or such Member's Password.

5. Links

The Company may provide links to other websites or resources, including but not limited to hyperlinks. Member agrees that the Company is not responsible for such websites or resources, does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources.

6. Member Conduct

A. Prohibitions: While using the Site and/or Service, the Member shall not:

1. impersonate any person or entity or misrepresent Member's affiliation with a person or entity;
2. use the Service to harvest information, including without limitation, financial information, about another Member;
3. upload, post or distribute:
   • any files containing viruses, corrupted files or similar software, programs or technologies that may damage the operation of the Site or the interests of another Member;
   • content or items in an inappropriate category or area on the Site;
   • false, inaccurate, misleading, defamatory, or libelous content to the Site;
   • spam, chain letters, pyramid schemes or similar items;
4. interfere with or disrupt networks connected to the Service;
5. use any device, software or routine to interfere with the proper functioning of the Site;
6. impose an unreasonable or disproportionately large load on the Company's infrastructure;
7. violate any laws, third party rights, or Company policies;
8. use the Site if the Member is not able to form legally binding contracts or are temporarily or indefinitely suspended from the Site by the Company;
9. fail to deliver payment for items purchased by the Member;
10. fail to deliver items purchased from the Member;
11. manipulate the price of any item or interfere with another Member's listings;
12. circumvent or manipulate the Company's fee structure, billing process, or fees owed to the Company;
13. transfer or assign the Member's Password or account information to another party without the Company's prior written consent;
14. copy, modify or distribute content from the Site and the Company's or another Member's copyrights, trademarks, or other intellectual property; or
15. harvest or otherwise collect information about the other Members, users and vendors of the Site, including without limitation e-mail addresses and contact information, without the prior written consent of the other Members and the Company.

B. Illegal Activity: Each Member agrees to comply with all applicable local, state, federal and international laws, statutes, and regulations regarding the use of the Site and the buying and selling of the Goods. Each Member agrees not to use or permit anyone to use information provided through the Site for any unlawful or unauthorized purpose.

7. Grant of License

When a Member uploads, posts, distributes and/or provides content to the Site and uses the Service, said Member grants the Company a non-exclusive, worldwide, perpetual, irrevocable, transferable, royalty-free right to exercise the copyright, publicity, database and intellectual property rights to, including the right to reproduce, modify, adapt, publish and display on the Site, such content.

8. Intellectual Property Infringement

Member acknowledges that all content presented on the Site and Service is protected by copyright, trademark, and other intellectual property rights or laws. Member may not copy, reproduce, distribute, or create derivative works of such content without the prior written consent of the Company. The Company owns all Content and data maintained on the Site and Service with unlimited rights to use such content or data in any way it sees fit.

In the event that Member posts or makes accessible communications or other materials that infringe upon the intellectual property rights of a third party or the Company, including without limitation any copyright, trademark or other intellectual property rights, the Company shall terminate Member's access to the Service.
All correspondence for notification of claimed infringement should be addressed to the Company with the phrase "Notification of Claimed Infringement" typed in the subject line and sent to the Company via e-mail at This e-mail address is being protected from spambots, you need JavaScript enabled to view it .

Members may contact the Company with complaints regarding allegedly infringing posted material and the Company will investigate those complaints. If posted material is believed by the Company to violate any applicable law, the Company will remove or disable access to such material and will notify the posting Member that the material has been blocked or removed.

9. Non Circumvention

Member will neither buy nor sell any of the Goods, parts or other materials that was first made known to Member by means of the Service or for which Member submitted a bid, without payment of all fees, commissions or other charges that would be payable to the Company with respect to a successful bid. Member will not engage in bid manipulation, use an alias or decoy, place false bids, or offer the same or similar items at any pricing level.

10. Fees

The Company may receive fees from both a Buyer and a Seller, but is not acting as agent for either party. The Company may receive compensation in the form of the spread between an acceptable sales price by a Seller and the amount offered by a Buyer. The Company may pay remuneration to or receive remuneration from third parties who assist in facilitating transactions. Such remuneration, if any, may take the form of financial credits, monetary payments or reciprocal business.
Each Member is responsible for paying all fees and applicable taxes associated with the Site in a timely manner, with a valid payment method, in United States Dollars. In the event a Member's payment method fails or its account is past due, the Company may collect any fees owed to it using other collection methods.

11. Termination and Effect

Notwithstanding anything else contained herein to the contrary, the Company shall have the right at any time, in the Company's sole and absolute discretion, to limit, suspend, prohibit access to, or terminate, with or without cause, (i) the Service and/or Site, (ii) any Member's access to the Service, (iii) remove content from the Site, and (iv) cancel a Member's account. Termination shall be accompanied by a written or electronic notice to the Member by the Company.

Should any Member object to any of the terms or conditions of this Agreement or any subsequent modification hereof, or become dissatisfied with the Site or Service, said Member's sole recourse is to terminate use of the Service. Upon termination, Member's right to use the Service shall immediately cease, and the Member acknowledges and agrees that the Company may immediately delete the files in such Member's account and bar further access to such files and the Service.

Upon termination, Member will: (i) pay all outstanding fees due to the Company within thirty (30) days of termination; (ii) perform its obligations under all outstanding bids, sales or purchases; and (iii) not disclose any information the Company has designated as confidential.

12. DISCLAIMER OF WARRANTIES

MEMBER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT ITS SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. THE COMPANY MAKES NO WARRANTY THAT THE SERVICE WILL MEET MEMBER'S REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DOES THE COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. MEMBER UNDERSTANDS AND AGREES THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DONE AT MEMBER'S RISK AND MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER'S SYSTEMS OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

THE COMPANY MAKES NO WARRANTY REGARDING ANY GOODS, EQUIPMENT, PRODUCTS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO BY MEANS OF OR THROUGH THE SERVICE.

13. LIMITATION OF LIABILITY

Member agrees that neither the Company, nor any officer, member, manager, affiliate, director, shareholder, agent, employee or independent contractor of the Company will be liable to Member or any third party for any direct, indirect, incidental, special, consequential or punitive damages including, but not limited to, loss of profits, loss of earnings, loss of business opportunities, damages, expenses, or costs ("Losses") resulting directly or indirectly from, Member's use or inability to use the Service, or Losses resulting from: (1) mistakes, omissions, interruptions, errors, defects, delays in operation, or any failure of the Service; (2) termination of Member's account pursuant to the terms of this Agreement; (3) disclosure of Member's identity; (4) any allegation, claim, suit or other proceeding based on a contention that use of the Service infringes the copyright, patent, trademark, trade secret or other intellectual property or contractual right of any third party; (5) the failure, or alleged failure, of any Goods purchased or transferred pursuant to or by use of the Service, or failure of Goods to perform or conform to any specifications or terms, whether published on the Service or elsewhere; (6) the failure of any Seller to deliver Goods, failure of any Buyer to pay, any delay in shipment or payment, any breach or alleged breach of any warranty, covenant or other term, express or implied, relating to any transaction; or (7) any delay or failure of the Company to perform due to government restriction, strikes, war, any natural disaster or any other condition beyond the Company's control. The Company's liability to Member or any third party in any circumstances is limited to the amount of fees or commissions collected by the Company from Member with respect to the transaction(s) to which the dispute pertains.

14. Indemnification

Member agrees to indemnify, defend and hold harmless the Company, its parent(s), subsidiaries, affiliates, directors, officers, shareholders, members, managers, employees and independent contractors from any claim or demand, including attorneys' fees and costs, made by any third party due to or arising out of Member's use of the Service, any transaction or failed transaction that may have resulted from use of the Service, Member's violation of these Terms, or the infringement by Member or any other person using Member's Password, of any right of any person or entity.

15. Notices

All notices shall be in writing and may be delivered via email to This e-mail address is being protected from spambots, you need JavaScript enabled to view it for notices to the Company, or to the email address specified by Member for notices to Member, or to such other email address as a party may specify. Alternatively, notices may be sent by certified mail, postage prepaid to Boksa Marine Design, Inc., Attn: Managing Member, 15402 N. Nebraska Avenue, Suite 204, Tampa, Florida 33549. The Company may also broadcast notices or messages on the Company website, such broadcast shall constitute notice to Member.

16. Venue and Jurisdiction

Any claim or controversy arising out of or relating to this Agreement, or the breach hereof, shall be resolved by, governed by, construed and enforced in accordance with the laws of the State of Florida. The forum to be used for any proceeding or suit related to this Agreement shall be in the Circuit Court of Hillsborough County, Florida, and the parties consent to this Court's personal jurisdiction over them. This is intended to be a mandatory, and not a permissive, forum selection provision.

17. Relationship of Parties

This Agreement shall only establish a relationship of independent contractors between the Company and a Member. This Agreement shall not create a partnership or other arrangement between such parties. Neither the Company, nor any individual whose compensation for services is paid by the Company, is or shall be deemed in any way to be, directly or indirectly, expressly or by implication, an employee, agent, or of the Member, nor shall a Member have any liability for the acts or omissions of such persons. It is expressly understood and agreed that the parties hereto are independent of one another, and that neither party has the authority to bind the other party or otherwise to act in any way as the representative of the other.

18. Time of the Essence

Time is of the essence with respect to each provision of this Agreement.

19. No Waiver

The waiver by the Company of a breach of any covenant, agreement or undertaking contained herein shall be made only by a written waiver in each case, and no such waiver shall operate or be construed as a waiver of any prior or subsequent breach of the same covenant, agreement or undertaking. Except as otherwise specifically provided herein, the exercise of any remedy provided by law or otherwise, and the provisions of this Agreement for any remedy, shall not exclude any other remedy.

20. Severability

If any provision of this Agreement shall be held invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of the remaining part of such provision, and the validity, legality and enforceability of the other provisions hereof shall not be affected thereby. Any provision of this Agreement which is held invalid, illegal or unenforceable in any jurisdiction shall not be deemed invalid, illegal or unenforceable in any other jurisdiction.

21. Attorneys’ Fees

Should any party hereto institute any action or proceeding in court or otherwise to enforce or interpret this Agreement by reason of or with respect to an alleged breach of any provision hereof, the prevailing party shall be entitled to receive from the non prevailing party such amount as the court may judge to be reasonable attorneys’ and paralegals’ fees for the services rendered to the prevailing party in such action or proceeding, plus the prevailing party’s costs and expenses therein, regardless of whether such action or proceeding is prosecuted to judgment.

22. WAIVER OF RIGHT TO JURY TRIAL

THE MEMBER AND THE COMPANY RECOGNIZE THAT THIS AGREEMENT IS A RELATIVELY COMPLEX BUSINESS DOCUMENT, THAT THE AGREEMENT IS RELATIVELY LENGTHY AND TECHNICAL IN NATURE AND MAY BE SUSCEPTIBLE TO MISINTERPRETATION IF ISOLATED PROVISIONS ARE THE SUBJECT OF REVIEW, AND THAT IN THE EVENT OF ANY DISPUTE AS TO THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, A JUDGE, RATHER THAN A JURY, WOULD BE THE MOST EFFICIENT AND BEST QUALIFIED TRIER OF FACT. ACCORDINGLY, THE MEMBER AND THE COMPANY HEREBY DESIRE, ACKNOWLEDGE AND AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY LITIGATION OR OTHER LEGAL PROCEEDING BASED UPON THIS AGREEMENT.