Terms and Conditions
Terms and Conditions
By Accepting – You are acknowledging that you have read and understand the terms and conditions and agree to all these terms and conditions as described in the DECKadence Maps – Dealer agreement.
DECKadence MAPS – Dealer Agreement
You acknowledge that the information (and the licensed materials contained therein) is highly proprietary in nature and that unauthorized copying, transfer or use may cause DECKadence LLC, irreparable injury that cannot be adequately compensated for by means of monetary damages. You agree that any breach of this provision by you, or any subscriber or end-user, may be enforced by DECKadence LLC, by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.
You may not and may not permit others to: reproduce, publish, distribute, sell, or otherwise access or use any material retrieved from DECKadence LLC, or contained in or on this Site in any manner whatsoever that may infringe any copyright or proprietary interest of DECKadence LLC, distribute the information contained in and/on this Site to other users not duly authorized to Access the Site; distribute, rent, sublicense, lease, transfer or assign the information or Agreement; decompile, disassemble, or otherwise reverse-engineer this Site or information contained in or on this Site or any software contained therein, or alter, translate, modify, or adapt it to create derivative works. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law.
DECKadence LLC, established a Minimum Advertised Price for our Marine Flooring Products including but limited to DMF. With respect to products for which a Minimum Advertised Price is specified on the current DEALER price list.
It is DECKadence LLC, unilateral policy to allow twenty-four (24) hours to bring advertising into compliance or DECKadence LLC, will cease supplying the product in question to any dealer whose advertising of the product (or to any distributor who sells to a dealer whose advertising of the product) (i) fails to display a price equal to or greater than the Minimum Advertised Price for the product as specified on the current DEALER PRICE LIST (MSRP) price list. (ii) contains a price lower than the Minimum Advertised Price set forth in the current MSRP LIST, unilateral policy is to cease supplying for an undisclosed period.
This policy applies to all forms of dealer advertising including mailings, catalogs, displays at consumer exhibitions and shows, and any and all other forms of advertising media, including, without limitation, the Internet and any other electronic network.
Any price information relating to DECKadence LLC, products on an Internet website which can be accessed directly through any hypertext link or by any other method which uses the hypertext transfer protocol (http) is considered to be advertising for purposes of this policy. Electronic mail sent in direct response to a customer inquiry is not considered to be advertising. This policy only concern advertised prices, and does not relate to actual sales prices of any item.
THIS AGREEMENT by and among DECKadence LLC a NV LLC (hereinafter “DECKadence” or “Company”), and DECKadence authorized Dealers (hereinafter “DEALER”). Wherever used in this Agreement, the parties’ respective designations shall include any and all subsidiaries, officers, directors, agents, and other employees or contractors of the parties.
WHEREAS DEALER currently provides services to the marine industry, including fabrication and installation of canvas and/or related marine products, on boats and watercrafts.
WHEREAS DECKadence is the owner of distribution rights and related intellectual property rights to a proprietary product, business format, method, systems, chemicals, tools and other materials, which it sells to licensees and other clients under the trade name “DECKadence Marine Flooring” or “DMF.”
WHEREAS DECKadence wishes to sell products to DEALER at wholesale pricing, and utilize DEALER’S services to effect wholesale and retail sales of the product and related materials using the DMF proprietary methods and business formats, and the parties jointly wish to clarify their working relationship;
in consideration of the foregoing and mutual covenants contained herein, and other valuable consideration, the sufficiency of which is acknowledged by the parties hereto, on behalf of themselves and/or their assigns, the parties agree as follows:
The parties acknowledge, warrant, represent and agree that the above recitals to this agreement are true and correct in all material respects and are incorporated herein by reference.
The parties hereby acknowledge that during the course of the relationship contemplated by this Agreement, the other will become familiar with secret or confidential proprietary information pertaining to the business of the other, including without limitation, services, products, systems, programs, procedures, manuals, guides, confidential reports and communications, processes, suppliers, costs, list of clients, and list of prospects of the other. The parties further acknowledge that any information and materials received from third parties in confidence shall be deemed to be and shall be confidential information within the meaning of this section. The parties agree that neither will, except with prior written consent of the other, or except if acting as an agent of the other solely for the benefit of the other in connection with the business contemplated herein and in accordance with the other’s established business practices, directly or indirectly, divulge, reveal, report, publish transfer or otherwise disclose for any purpose whatsoever, or appropriate for that party’s own use, any of such confidential information which has been attained by or disclosed to that party as a result of its dealership with the other as contemplated hereunder, during the relationship created hereunder, or thereafter. The parties hereby acknowledge and confirm that such information is the exclusive property of the other.
The parties acknowledge that all information about the other’s suppliers, production, publishers, purveyors, pricing, marketing, methodologies, and business strategies constitutes trade secrets within the meaning of Federal and Florida law. The parties further acknowledge that each party takes reasonable steps to protect against unauthorized discovery or use of its trade secrets and that disclosure of such trade secrets would result in irreparable harm.
DEALER will not at any time, and for a period of five (5) years after dealership terminates, in any manner whatsoever, either directly or indirectly divulge, disclose, or communicate to any person, firm, or corporation, any confidential information regarding the operations of the Corporation, including, but not limited to, information concerning manufacturing, processes, techniques, pricing and prices, supplies and suppliers, or names of customers. The DEALER agrees that said confidential information is proprietary to the Corporation, and constitutes a trade secret owned exclusively by the Corporation, the disclosure of which would be irreparably harmful and damaging to the Corporation’s business and, accordingly, not only can Company seek damages, but DEALER agrees to the issuance of a permanent injunction against him or her restraining such disclosure and use, agrees that any court of competent jurisdiction, selected by Company, shall have personal jurisdiction over him or her.
DEALER will not, either during, or for the period of five (5) years after termination of dealership, directly or indirectly, either for himself or for any other person, firm, or corporation take any action or perform any services which are similar to the actions taken or services performed by DEALER for Corporation during said time, where such actions or services are designed to or in fact call upon, compete for, solicit, divert, or take away, or attempt to divert or take away, any of the customers, Suppliers, or techniques, including but not limited to the sale of flooring, marine flooring, or any similar product as that sold hereunder for the Corporation which DEALER knew or should have known to be current or prospective customers, suppliers, or techniques of the Corporation. DEALER further agrees not to recruit and not to assist any other entity in recruiting any other employee who worked for Company during the last twelve (12) months he or she worked for Company. Further, DEALER will not reveal the identity of any supplier to any competitor of Company.