Terms of Use

01 Introduction and Acceptance

These Terms of Use (“Terms”) are between Blue Water Index Inc. (“Blue Water”, “Company”, “us”, “we”, or “our”) and you, either individually, or on behalf of your enterprise. We offer our marine industry valuation and market intelligence platform, and other related features made available by Blue Water, in addition to our website www.bluewaterindex.com/ (the “Website”) and its subdomains, which contains information about us, our technology, and information concerning our Platform, as well as demos and trials of our Platform (if and to the extent that Blue Water makes them available). The Website together with the Platform, including Paid Services, shall be referred to herein as the “Services”.

The terms “User”, “you” or “your” refer to any or all of: (i) Customers and (ii) Consumers, as applicable in each context.

By creating an account, accessing the Services, clicking "I agree", or otherwise using the Services, you confirm that you have read, understood, and agree to be bound by these Terms, including our Privacy Policy at www.bluewaterindex.com/privacy, which is hereby incorporated by reference, as of the date of your acceptance. The term “Customer” shall refer to: (i) an individual with a Subscription to Paid Services accepting these Terms on behalf of themselves; and (ii) a business or other entity with a Subscription to Paid Services and its Authorized Users, where applicable. If you are accepting these Terms on behalf of a business or other entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you must not use the Services.

It is the sole responsibility of each User to ensure that User complies with all applicable laws and regulations in respect of User's use of the Services. By accessing the Services, you represent and warrant that you are in compliance with all applicable laws and regulations in respect of any purposes for which you use the Services.

02 Definitions

"Account"

means the User's registered account on the Blue Water platform.

“AI Services”

means artificial intelligence technologies powered by machine learning, including, without limitation, third-party artificial intelligence technologies.

"Authorized User" or “User”

means a person permitted to access Paid Services under the Customer's Account.

"Blue Water Property"

means the Services, the software, models, prompts, configurations, methodologies, documentation, and all related intellectual property described in Section 7.

"Consumer"

means an individual who accesses Blue Water's Platform without a Subscription and for exclusively informational purposes, such as owners or qualified buyers of marine vessels.

“Customer”

means (i) an individual with a Subscription to Paid Services accepting these Terms on behalf of themselves; and (ii) a business or other entity with a Subscription to Paid Services and its Authorized Users, where applicable.

"Customer Data"

means data, content, business information, and any other materials or information submitted to or generated through the Services by, for, or on behalf of a Customer.

"De-Identified Data"

means data derived from Customer Data from which all direct and indirect identifiers reasonably capable of identifying a natural person have been removed.

“Paid Services”

means Blue Water's features of the Platform or other services as offered by Blue Water from time to time that require a Subscription.

“Platform”

means Blue Water's marine industry valuation and market intelligence platform including the Website together with the Platform, including Paid Services, and any other products or services that Blue Water may make available from time to time.

“Subscription”

means the Customer's recurring and paying subscription to use the Paid Services as provided by Blue Water.

"Subscription Term"

means the period during which a Customer's Subscription is active, which is made up of consecutive recurring monthly billing periods.

03 The Services

3.1 General

Blue Water provides a marine industry valuation and market intelligence platform. Core features include:

• Valuation Data and Tools. Clear, transparent, and user-friendly view of fair market value and comparable listings for marine vessels.

The Services are delivered as a software-as-a-service product accessible at the Website using a standard, supported web browser. Blue Water does not provide hardware or downloadable software. Blue Water may modify, add, or remove features at its discretion, provided that no change materially diminishes the core Services during a paid Subscription Term.

3.2 Access to the Services and License

Subject to compliance with these Terms and payment of any applicable fees, User is provided with a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, royalty-free, limited right: (i) to access and use the Website and the Platform; and (ii) where you have purchased one or more Subscriptions to access and use the Paid Services, to access and use the Paid Services for Customer's internal business purposes, in accordance with any User guides and manuals provided by Blue Water and solely during your Subscription Term. As part of Customer's Subscription, Customer may make the Paid Services available to Customer's Authorized Users in accordance with these Terms.

3.3 Modification of the Services

Blue Water may continuously update the Services with new capabilities or offerings or replace and/or discontinue some of the capabilities. You acknowledge and agree that Blue Water may make some capabilities unavailable from time to time due to maintenance. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations. In addition, Blue Water may at any time, in its sole discretion, add or remove supported features and/or capabilities from the Platform.

3.4 Availability

The Services availability and functionality depend on various factors, such as communication networks, software, hardware, and Blue Water's service providers and contractors. Blue Water will make all commercially reasonable efforts to have the Services materially available. Notwithstanding the foregoing, Blue Water does not warrant or guarantee that the Services will operate without disruption or interruption, or that it will be immune from any unauthorized access or will otherwise be error-free. Information sent or received over the internet is generally insecure and Blue Water cannot and does not make any representation or warranty concerning security of any communication to or from the Services or any representation or warranty regarding the interception by third parties of personal or other information.

3.5 Third-Party Services

The Services may integrate with or rely on sub-processors, artificial intelligence technologies powered by machine learning, and third-party platforms and services (including, without limitation, third-party AI technologies (“AI Services”)) that are not owned or controlled by Blue Water (collectively, “Third-Party Services”). You acknowledge that the use and enabling (as applicable) of any such Third-Party Services will be subject to any terms which govern and/or apply to such Third-Party Services. You acknowledge that we are not responsible for the products and services provided by any Third-Party Services, and that Blue Water is not the author or owner of any Third-Party Services and makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of Third-Party Services. Blue Water may add or change sub-processors and will update the published list if any such changes are made. Blue Water remains responsible for the acts and omissions of its sub-processors with respect to Customer Data.

04 Account Registration, Eligibility, and Security

4.1 Eligibility

By using the Services and agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; (ii) that you have not previously been suspended or removed from the Services; and (iii) that your use of the Services is in compliance with any and all applicable laws and regulations.

4.2 Account Information and Registration

To use the Platform, you must register and open an Account through the Website, the Platform, or as otherwise directed by Blue Water. You agree to provide accurate, current, and complete Account registration information requested by any Account registration forms including but not limited to your name, organization name (where necessary), e-mail address, and password, and you agree to update all such information as necessary. You are responsible for all activities that occur under your Account, whether or not such activities are undertaken by you personally.

4.3 Security Obligations

You agree to:

• Be responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account.
• Use strong, unique passwords and enable multi-factor authentication when available.
• Promptly notify Blue Water via email at of any suspected unauthorized access, credential compromise, or security vulnerability.
• Maintain control over the phone numbers, calendar integrations, and any other Third-Party Services that you integrate with the Services.
• Not attempt to bypass API limits, access other tenants' data, reverse engineer, decompile, or interfere with the Services.

In the event of a dispute regarding Account ownership, Blue Water reserves the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, we reserve the right to temporarily disable an Account until a resolution has been determined. Blue Water cannot, and will not, be responsible or liable for any loss or damage arising from your failure to comply with the requirements in this Section.

4.4 Setup

To onboard Customer and Customer's Authorized Users (where applicable) onto the Platform, Customer may need to provide Blue Water with access to Customer's internal systems, data, and information. Customer agrees to provide access to Customer's internal systems, data, and information as reasonably required by Blue Water to permit Customer's onboarding. Blue Water may be required to customize Customer's internal systems to enable the Platform to function. Any integrations or intellectual property developed by Blue Water in connection with the Customer's onboarding process (“Integrations”) shall be the sole property of Blue Water.

4.5 Authorized Users

After Customer has been onboarded, where applicable, Customer may invite its Authorized Users. Each of Customer's Authorized Users must have a unique Account, which they may be required to create, or which may be provided to them by Customer. Sharing Account credentials is prohibited, however, Customer may assign/reassign Platform access among its Authorized Users. The Customer is responsible for all acts, omissions, and Account activity of its Authorized Users and for ensuring they comply with these Terms. Customer shall ensure that no Authorized User commences or maintains any claim against Blue Water for any matter arising in connection with these Terms (whether founded on breach of contract or tort or any other legal theory).

4.6 Audit Rights

Blue Water shall have the right to use the capabilities of the Services to confirm the number of Authorized Users using the Platform, whether Customer's account is being accessed or used by more than one individual, and Customer's compliance with these Terms. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to User support requests, or (v) protect the rights, property, or safety of our Users and the public.

05 Subscriptions, Trial, Fees, and Auto-Renewal

5.1 Fees, Billing, and Payment

To use any Paid Services, Customer must pay the applicable Subscription fees (“Subscription Fees”). Unless otherwise agreed by Blue Water and Customer, Subscription Fees are billed to Customer monthly in advance. Unless Customer terminates its Subscription before the next billing date, on each billing date, Customer will pay to Blue Water all Subscription Fees and any other applicable fees, plus any taxes, and add-ons, by automatic charge to the Customer's payment method on file. Customer is required to keep the information pertaining to such payment method up to date, and must notify Blue Water of any changes in billing information. Customer authorizes Blue Water to charge any applicable fees, including without limitation Subscription Fees, plus any taxes, and add-ons. Except as otherwise agreed in writing, all fees are quoted and payable in Canadian Dollars ($CAD).

The Customer is responsible for maintaining a valid payment method. If a charge fails, Blue Water may suspend Customer's Account in accordance with Section 6.

5.2 No Refunds

Except for the warranty remedy set out in Section 9.1, all payment obligations are non-cancellable and all fees paid to Blue Water, including Subscription Fees, are non-refundable. Unless otherwise specified herein or in a written agreement executed between the parties, Subscription Fees are based on Customer's selected Subscription options and not actual usage. We do not provide refunds or credits for any partial Subscription Terms or unused Paid Services functionality, except to the extent that a refund, credit, or cancellation right cannot lawfully be waived or excluded under applicable consumer-protection or other law, in which case that non-waivable right applies to the minimum extent required.

5.3 Overdue Payments

Any incurred fees not received from Customer by their due date may accrue (except with respect to fees then under reasonable and good faith dispute), at Blue Water's discretion, late charges at the rate of 1% of the outstanding balance per month (19.57% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

5.4 Taxes

Unless otherwise stated, all fees are exclusive of any direct or indirect local, state, provincial, federal, or foreign taxes, duties, levies or similar governmental assessments of any nature, including value-added, goods and services, use or withholding taxes (collectively, “Taxes”). All Taxes (exclusive of any Taxes based upon Blue Water's net income or property) shall be assumed by and paid for by Customer, not Blue Water. If Blue Water has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer.

5.5 Price Changes

Blue Water may change subscription fees or Subscription inclusions at its discretion. Blue Water will provide at least thirty (30) days' notice of any price change applicable to existing Customers, by email to the address on file or by notification via the Platform. Price changes take effect at the start of the next Subscription Term following the notice period. Continued use of the Services after a price change takes effect constitutes acceptance of the new price.

5.6 Auto-Renewal

Subscriptions renew automatically each month at the end of the then-current Subscription Term until cancelled by Customer or Blue Water in accordance with Section 6.

06 Term, Cancellation, and Termination

6.1 Term

The term of this agreement will commence upon taking action to indicate your acceptance of these Terms (such as creating an Account, accessing the Services, clicking "I agree", or otherwise using the Services), and will remain effective either (i) for your Subscription Term, (ii) until your Account is deactivated or rendered dormant by Blue Water or User, or (iii) until this agreement is otherwise terminated.

6.2 Customer Cancellation

Customer may cancel its Subscription at any time through the Platform's settings page. Cancellation takes effect at the end of the then-current Subscription Term. The Customer retains access to the Services until that date. This agreement may be terminated by a User by deleting User's account and ceasing to use the Services.

6.3 Suspension and Termination by Blue Water

Blue Water may, at its sole discretion and for any reason, suspend or terminate a User's Account or a Customer's Subscription including without limitation for:

• non-payment;
• material breach of these Terms;
• fraud, illegal use, or use that materially harms Blue Water, its Users, or any third party;
• repeated or material violations of Section 7.2 (Acceptable Use); or
• as required by law, court order, or regulator instruction.

You acknowledge and agree that all suspensions and terminations may be made by Blue Water in its sole discretion and that Blue Water shall not be liable to you or any third party for any termination of your access to the Services. Any termination of these Terms by Blue Water shall be in addition to any and all other rights and remedies that Blue Water may have.

6.4 Effect of Termination

Upon termination, the Customer's right to access Paid Services ends. Termination may cause the loss and/or unavailability of content, features, or capacity of your Account. Blue Water will retain Customer Data for the period set out in the Privacy Policy, after which it will be deleted or de-identified in accordance with Blue Water's retention schedule, and upon your request, we will certify the same in writing. Each Customer may request export of Customer Data before termination by contacting . Upon termination, Customer remains liable for all Subscription Fees and any other fees incurred and owing under these Terms, including any interest incurred. Sections of these Terms that by their nature should survive termination, including Sections 2, 4, 5, 6, 7, 8, 9, 10, 11, and 13 will survive.

07 Customer Data, Ownership, and Intellectual Property

7.1 Blue Water Intellectual Property

Any proprietary and intellectual property rights in and to the Integrations and Services, and all software, source code, models, model weights, prompts, configurations, user interfaces, documentation, methodologies, and improvements, as well as any content contained in the Services, such as logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof and related materials, Blue Water's trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered, are Blue Water Property and/or the property of Blue Water's licensors and are subject to copyright and other intellectual property rights under applicable laws. You acknowledge and agree that you have no right, license, or authorization with respect to Blue Water Property or any of the technology underlying any Blue Water Property except as expressly set forth in these Terms. The Services are licensed to you and not sold. Except as expressly stated herein, nothing in these Terms gives you the right to use Blue Water Property without Blue Water's prior written consent. For clarity, no part of the Services shall be included in any AI outputs. You agree that you will not challenge the validity of any Patent/Patent Pending or Copyright notices related to the Services.

7.2 Use Restrictions

You may not and you shall not permit any person, and/or third party to: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services or content except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any User limits or other timing or use restrictions that are built into the Services; (c) remove any content or other proprietary notices, labels, or marks from the Services; (d) frame or mirror any content forming part of the Services; (e) unbundle any component of the Services; (f) access the Services in order to (i) build a competitive product or service or (ii) copy any ideas, features, functions or graphics of the Services; (g) use the Services to violate any applicable law; (h) use the Services to harass, defraud, stalk, or otherwise harm any person; (i) probe, scan, or test the vulnerability of the Services or breach security or authentication measures; (j) resell, sublicense, or make the Services available to third parties as a service bureau, except as expressly permitted in writing by Blue Water; or (k) interfere with the integrity, security, or performance of the Services or the data they contain.

Blue Water may apply enforcement measures at its sole discretion including throttling, suspension, termination in accordance with Section 6.3 and this Section 7.

7.3 Customer Data

As between Blue Water and Customer, Customer and its licensors retain all rights, title, and interest in and to all Customer Data and AI outputs, including all intellectual property rights therein. You hereby grant Blue Water a non-exclusive, non-transferable, irrevocable, sublicensable, worldwide, royalty-free, fully paid-up license for the Subscription Term (and for thirty (30) days thereafter) to use and otherwise exploit the Customer Data as reasonably required to provide, monitor, troubleshoot, secure, and improve the Services (including, without limitation, to generate De-Identified Data); prepare aggregated, anonymous reports for Customer; comply with all applicable law; and otherwise meet its obligations under these Terms. For clarity, all Customer Data and AI outputs shall be owned by the Customer and not the Authorized User(s) or Consumer(s).

7.4 De-Identified Data

Blue Water may create De-Identified Data, including aggregated and de-identified statistical datasets and analysis, from your interaction with and use of the Services, which shall not include any underlying Customer Data, nor shall they otherwise be capable of referencing back to an identifiable individual. De-Identified Data is not Customer Data, and as between Customer and Blue Water, Blue Water shall own all rights to such De-Identified Data free from encumbrance. Blue Water may use De-Identified Data indefinitely and for any purpose, including but not limited to: training, fine-tuning, evaluating, and improving Blue Water's AI models, prompts, and Services; internal analytics, benchmarks, and research; and developing new products and features.

7.5 Feedback

If you provide Blue Water with any suggestions, comments or other feedback relating to Blue Water's services (collectively, “Feedback”), you hereby grant Blue Water a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate Feedback into the Services and/or any other Blue Water products or services and waive any moral rights you may have in such Feedback. You hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise precluded from providing to Blue Water and shall promptly inform Blue Water as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you. You also agree that we are not subject to any confidentiality obligations in respect to any Feedback.

7.6 Customer Marks and Case Studies

Customer grants Blue Water a non-exclusive, royalty-free license to use the Customer's name, logo, and a general description of the Customer's use of the Services in Blue Water's marketing materials, including the Blue Water website, sales decks, press releases, and case studies. Customer may opt out at any time by written notice to . Blue Water will request the Customer's logo in a usable format; if not provided, Blue Water may use logos publicly available on the Customer's own website.

08 Confidentiality

8.1 Definition of Confidential Information

"Confidential Information" means non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information shall not include any information that: (i) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; was rightfully received from a third party without breach of any obligation owed to the Disclosing Party, or is required to be disclosed by law (provided the receiving party gives prompt notice where legally permitted).

8.2 Confidentiality, Protection

Each party may disclose Confidential Information to the other in connection with these Terms. The Receiving Party will use Confidential Information only for purposes in the scope of these Terms, except with the Disclosing Party's prior written permission. The Receiving Party will protect the Confidential Information of the Disclosing Party with at least the same degree of care it uses for its own Confidential Information, and in any case, shall use no less than reasonable care, and will not disclose it to third parties except to its personnel, advisors, and sub-processors who need to know and are bound by confidentiality obligations no less protective than those in this Section 8.

8.3 Compelled Disclosure

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.

8.4 Remedies

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

09 Warranties, Disclaimers, and Service Availability

9.1 Warranties

You warrant that: (i) you have the full power and authority to enter into and perform under these Terms; (ii) you have all rights and licenses necessary to perform your obligations hereunder and grant the licenses contemplated hereunder. Blue Water warrants that: (i) it will perform the Services in a professional and workmanlike manner consistent with general industry standards reasonably applicable to the provision thereof; and (ii) the Services will not contain or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs (except to the extent that the foregoing is contained in or originates from a User). User's sole and exclusive remedy, and Blue Water's entire liability, for breach of the warranties in this Section 9.1 is for Blue Water to use commercially reasonable efforts to re-perform the affected Services and, if Blue Water fails to do so within a reasonable period, to terminate the affected Subscription and refund a pro-rata portion of any pre-paid, unused Subscription Fees for the terminated period.

9.2 DISCLAIMER

9.3 AI Services

You acknowledge, understand, and agree that you are prohibited from using AI Services in certain prohibited manners, which include, but are not limited to, bypassing filters or otherwise making an AI Service perform unanticipated actions, exposing any information used in an AI Services' training data, overriding the privacy or security controls in an AI Service, creating or exacerbating biases in an AI Service, or otherwise negatively impacting an AI Services' safeguards or extracting personal information in the course of using an AI Service.

9.4 AI Outputs and Disclaimer

The Services may use artificial intelligence to aggregate data, perform calculations, generate valuations, and perform other functions as necessary for the provision of the Services. AI Services use machine learning models that generate predictions based on patterns in data. Given the probabilistic nature of machine learning, Customers should evaluate the accuracy of any output generated by AI Services arising out of your use of the Services as appropriate for their use case, including by manually reviewing the AI outputs, which may include Blue Water's valuation estimates. AI systems can make mistakes, including misinterpreting instructions, generating inaccurate information, and producing incorrect estimates. Users are solely responsible for reviewing any information provided in the Services, confirming material details, and supervising the Services as appropriate for the User's purposes. The Services are not designed for, and must not be used in, life-critical, medical, legal, or other high-consequence contexts where errors could cause material harm. Users are solely responsible for consulting with qualified professionals, especially regarding any high-risk or regulated fields. Blue Water disclaims: (i) all liability for decisions made based on information provided in the Services or AI outputs; and (ii) any warranty regarding the accuracy, completeness, or appropriateness of any AI-generated output or information provided in the Services.

9.5 Non-Reliance

10 Limitation of Liability

10.1 Exclusion of Certain Damages

10.2 Limitation of Liability

11 Indemnification

11.1 By Customer

Customer will defend, indemnify, and hold harmless Blue Water and its officers, directors, employees, and agents from and against any and all claims, actions, allegations, losses, liabilities, damages, and costs (of whatever form or nature, including, without limitation, reasonable attorneys' and legal fees) arising from:

• (i) Customer's misuse of the Services and/or any breach of these Terms;
• (ii) claims arising in connection with Customer Data or Third-Party Services, including any allegation that Customer Data infringes intellectual property rights, violates privacy law, or is unlawful;
• (iii) Customer's failure to obtain any required consent in relation to any use of the Services;
• (iv) negligence or other tortious conduct, or willful misconduct; or
• (v) any violation by you of applicable law or regulation;

each, a (“Customer Claim”).

11.2 Procedure

Blue Water shall: (1) promptly notify you in writing of each Customer Claim; (2) give you sole control of the defense and settlement of each Customer Claim (provided that no settlement may impose any non-monetary obligation on the indemnified party without prior written consent); and (3) provide reasonable cooperation and assistance to you with respect to each Customer Claim, at your expense.

12 Modifications to These Terms

Blue Water may update these Terms from time to time and at Blue Water's sole discretion. Blue Water will provide at least thirty (30) days' notice of material changes by email to User's Account email address or by notification via the Platform, and will update the "Last Updated" date above. Any such material changes shall become effective after the thirty (30) day period following such notice. Changes that are not material, including clarifying edits and references to additional sub-processors, take effect when posted, with notice being given by updating the “Last Updated” date above.

Continued use of the Services after changes take effect constitutes acceptance of the updated Terms. If the Customer does not agree to a material change, the Customer's remedy is to cancel under Section 6.2 before the change takes effect.

13 General

13.1 Entire Agreement

These Terms, including our Privacy Policy, any external documents referenced herein, and any applicable additional terms, constitute the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal, or representation (whether written or oral) concerning its subject matter.

13.2 Governing Law and Jurisdiction

Any claim relating to the Services or these Terms will be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services or these Terms will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts of Ottawa, Ontario.

13.3 United Nations Convention on Contracts for the International Sale of Goods

The application of the United Nations Convention on Contracts for the International Sale of Goods to these Terms is expressly excluded.

13.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without Blue Water's prior written consent. Blue Water may assign these Terms to an affiliate or in connection with a merger, acquisition, financing, or sale of all or substantially all of its assets, with notice to Customer. Any attempt by you to assign your rights or obligations under these Terms in breach of this Section shall be void and of no effect. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.5 Force Majeure

Neither party shall be responsible for its failure to perform its obligations under these Terms to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party's possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.

13.6 Severability

If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable or shall be deemed severable from these Terms, and the remaining provisions will continue in full force.

13.7 No Waiver

No waiver by either party of any provision is effective unless in writing and signed by the waiving party. A waiver on one occasion does not waive any other or future right.

13.8 No Third-Party Beneficiaries

Except for the indemnified parties expressly identified in Section 11, these Terms do not create rights for any third party.

13.9 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.

13.10 Notices

Notices to Blue Water must be sent to:

Notices to the Customer will be sent to the email address on file or delivered through the Platform's dashboard. Notices are deemed received on the next business day after sending. You and Blue Water hereby consent to electronic notice as a valid form of service.

13.11 Electronic Form and Counterparts

Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The parties waive any defense based on the absence of a handwritten signature. These Terms may be executed by facsimile and in counterparts, which taken together shall form one legal instrument.

13.12 Language

These Terms are drafted in English.