Terms of Service

Agreement to These Terms

These Terms of Service (“Terms”) are a binding agreement between you and Berth Right MGMT LLC, a Florida limited liability company doing business as BerthRight with its business address at 741 West Ave, Ocean City, New Jersey 08226 (“BerthRight,” “we,” “us,” or “our”).

These Terms govern your access to and use of the BerthRight marina management platform, our websites, our mobile applications, and all related services (collectively, the “Service”).

BY CLICKING “I AGREE,” CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.

PLEASE READ SECTION 4 (BETA AND EARLY ACCESS), SECTION 18 (DISCLAIMERS), SECTION 19 (LIMITATION OF LIABILITY), AND SECTION 21 (BINDING ARBITRATION AND CLASS ACTION WAIVER) CAREFULLY. THEY LIMIT OUR LIABILITY TO YOU, REQUIRE MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. SECTION 21.8 EXPLAINS HOW TO OPT OUT OF ARBITRATION WITHIN 30 DAYS.

If you are entering into these Terms on behalf of a company or other organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

1. Definitions

1.1 “Authorized User” means an individual whom a Marina Operator permits to access the Service under the Marina Operator’s account.

1.2 “Beta Period” has the meaning given in Section 4.2.

1.3 “Customer Data” means data, content, and information that a Marina Operator or its Authorized Users or End Users submit to or generate through the Service, including End User records, vessel records, reservation records, invoices, transaction records, and messages.

1.4 “Documentation” means the user guides, in-product help, and technical documentation we make generally available for the Service.

1.5 “End User” means a boater, slip renter, storage customer, service customer, or prospective customer of a Marina Operator who interacts with that Marina Operator through the Service.

1.6 “Marina Operator” means a business or public entity that uses the Service to operate a marina, boatyard, storage facility, or similar business.

1.7 “Order Form” means a written or electronic ordering document executed by BerthRight and a Marina Operator that specifies the subscription plan, slip count, fees, and other commercial terms.

1.8 “Service” has the meaning given above and includes all updates, modifications, and new features we make available, except any feature offered under separate terms.

1.9 “Subscription Term” means the period during which a Marina Operator is entitled to access the Service, as described in Section 8.

1.10 “you” and “your” mean the person or entity accepting these Terms, whether an End User, a Marina Operator, or an Authorized User.

2. Structure of This Agreement

2.1 Incorporated Policies. The following documents are incorporated into these Terms by reference and form part of your agreement with us. Each is available at the URL indicated and may be updated in accordance with Section 23.

2.2 Who These Terms Apply To. Sections 1 through 7 and 10 through 26 apply to everyone. Sections 8, 13, and 14 apply only to Marina Operators. Section 9 applies only to End Users and to reservations made through the Service.

2.3 Order of Precedence. In the event of a conflict, the following order controls, from highest to lowest: (a) a fully executed Master Services Agreement between BerthRight and a Marina Operator; (b) a fully executed Order Form; (c) the Data Processing Addendum; (d) these Terms; (e) the other incorporated policies listed in Section 2.1.

2.4 Master Services Agreement Supersedes. If you are a Marina Operator that has executed a Master Services Agreement with BerthRight, that agreement governs your use of the Service and supersedes these Terms in their entirety with respect to you, including Section 21 (Binding Arbitration and Class Action Waiver). These Terms continue to apply to your End Users and to any of your Authorized Users in their individual capacity.

3. Eligibility, Accounts, and Security

3.1 Eligibility. You must be at least 18 years old and capable of forming a binding contract. The Service is offered only in the United States and is not directed to individuals located outside the United States.

3.2 Registration. You agree to provide accurate, current, and complete information when you create an account and to keep it updated.

3.3 Account Security. You are responsible for safeguarding your credentials and for all activity occurring under your account. You must notify us immediately at security@berthright.app if you suspect unauthorized access. We offer multi-factor authentication and strongly recommend that every Marina Operator require it for all Authorized Users.

3.4 Responsibility for Authorized Users. A Marina Operator is responsible for its Authorized Users’ compliance with these Terms and for all acts and omissions of its Authorized Users as if they were the Marina Operator’s own.

4. Beta and Early Access

4.1 The Service Is New. BerthRight is a newly released platform. You acknowledge that the Service is under active development, that features are added, changed, and removed on a continuing basis, and that the Service has not been subjected to the extended production use history of a long-established product.

4.2 Beta Period. A Marina Operator’s “Beta Period” is the period beginning on the date the Marina Operator’s account is provisioned and ending on the earlier of (a) the end of the promotional period described in Section 8.3, or (b) the date we notify the Marina Operator in writing that its account has transitioned to general availability. We may extend or shorten a Beta Period on notice.

4.3 Beta Acknowledgment. DURING THE BETA PERIOD, THE SERVICE IS PROVIDED FOR EVALUATION AND EARLY OPERATIONAL USE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

4.4 Independent Records. Without limiting Section 4.3(c), each Marina Operator agrees to maintain, throughout the Beta Period, a reasonable independent record of its reservations, slip assignments, and financial transactions — whether in a prior system, an exported file, a spreadsheet, or on paper — and to periodically export its Customer Data using the export process we provide.

4.5 Feedback. During the Beta Period, we may request, and you agree to use reasonable efforts to provide, feedback regarding defects, usability, and desired functionality. Section 10.5 governs our rights in that feedback.

4.6 Confidentiality of Non-Public Features. Features, functionality, pricing, and performance information relating to the Service that are not generally available to the public are our confidential information. You agree not to disclose them to third parties, other than to your own personnel and advisors who have a need to know and are bound by comparable obligations, and not to publish benchmark or performance testing results without our prior written consent.

4.7 Transition to General Availability. We will give a Marina Operator at least thirty (30) days’ written notice before its Beta Period ends. On and after the transition date, the Service is provided under these Terms without the modifications in this Section 4, the Support and Service Level Policy applies, and fees become payable in accordance with Section 8. A Marina Operator that does not wish to continue may cancel under Section 8.6 before the transition date at no cost.

4.8 Consideration. You acknowledge that the discounted subscription rate provided during the Beta Period, which is substantially below our standard rate, is valuable consideration for the acknowledgments, limitations, and allocations of risk in this Section 4 and in Sections 18, 19, and 21, and that we would not provide the Service at that rate without them.

4.9 Limited Availability Credit During the Beta Period. Although no service level agreement applies during the Beta Period, if the Service is materially unavailable to a Marina Operator for more than twenty-four (24) cumulative hours in a calendar month during the Beta Period, we will, on written request made within thirty (30) days after the end of that month, waive or refund that Marina Operator’s subscription fee for that month. This is the sole and exclusive remedy for unavailability during the Beta Period and does not create an uptime commitment.

5. Use of the Service

5.1 Right to Use. Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the applicable term for your internal business purposes (for Marina Operators) or personal purposes (for End Users).

5.2 End Users. End Users may use the Service to submit inquiries, request and manage reservations, make payments to a Marina Operator, receive communications, and manage their interactions with a Marina Operator.

5.3 Marina Operators. Marina Operators may use the Service to manage slip and storage inventory, reservations, billing, point-of-sale transactions, service and haul-and-launch operations, waitlists, customer communications, and related operations, subject to these Terms and any applicable Order Form or Master Services Agreement.

5.4 Acceptable Use. Your use of the Service is governed by our Acceptable Use Policy, which is incorporated into these Terms. Without limiting it, you agree not to:

5.5 Prohibited Data. You agree not to submit to the Service: full payment card numbers or card verification values in any free-text field; Social Security numbers or government identification numbers; protected health information; or any information subject to specialized regulatory regimes we have not agreed in writing to support. Payment card data must be entered only in the payment fields provided by our payment processor.

5.6 Confidentiality of the Service. The Service and everything about it that is not published on our public marketing website is our Confidential Information, including: the user interface, screen designs, page flows, and navigation; the features, functionality, and behavior of the Service; data models, field structures, report formats, and export schemas; configuration options and administrative tooling; performance characteristics; roadmap, unreleased features, and pricing not publicly posted; and any documentation, training material, or support communication we provide. You will (a) use it solely to operate your own marina business using the Service, (b) protect it with at least the care you use for your own confidential information and in no event less than reasonable care, and (c) not disclose it to any third party. This obligation does not apply to information that becomes public through no act of yours, that you already lawfully possessed without a duty of confidence, or that you independently develop without reference to the Service.

5.7 No Competitive Use. You will not, and will not permit any Authorized User, End User, contractor, affiliate, or other third party to:

5.8 Representation Regarding Competitive Status. You represent and warrant, as of the date you accept these Terms and continuously while you use the Service, that you are not, and are not acting on behalf of or at the direction of, any person that develops, markets, or intends to develop or market a product or service that competes with the Service. You will notify us promptly in writing if this representation ceases to be true. A breach of this Section is a material breach permitting immediate suspension and termination under Section 17.

5.9 Authorized Users. Accounts are individual and may not be shared. You will issue accounts only to your own personnel and, where operationally necessary, to individual contractors performing services for your marina who are bound by written confidentiality obligations at least as protective as these Terms. You are responsible for every act and omission of every person accessing the Service through your account.

5.9A No AI Processing. The Service does not use artificial intelligence or machine learning to process Customer Data, and does not make automated decisions producing legal or similarly significant effects concerning any End User. We will give notice and update these Terms before introducing any such processing.

5.10 Monitoring and Records. We record access, usage, export, and administrative activity within the Service for security, billing, support, and compliance purposes. We may review those records to verify compliance with Sections 5.4 through 5.9, and may impose reasonable rate limits on exports and programmatic access. On our written request, you will identify each person to whom you have issued an account and their role.

5.11 Enforcement. You acknowledge that a breach of Sections 5.6 through 5.9 would cause us irreparable harm for which monetary damages would be an inadequate remedy, and that we are entitled to seek injunctive relief without posting bond, in addition to all other remedies, as provided in Section 21.4. In any action to enforce Sections 5.6 through 5.9, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs. Sections 5.6 through 5.9 and this Section survive termination of these Terms and of your account, and continue for five (5) years after termination, except that any information constituting a trade secret remains protected for as long as it remains a trade secret under applicable law.

6. Text Message and Email Communications

6.1 Consent. You may opt in to receive SMS messages by submitting an inquiry form or creating an account with a clearly labeled, unchecked consent box, or by otherwise providing express consent. Consent to receive SMS messages is not a condition of any purchase.

6.2 Message Types. If you opt in, you may receive messages including inquiry and reservation confirmations, slip availability notifications, payment and invoice reminders, dock arrival and check-in instructions, account verification codes, and service-related updates.

6.3 Frequency and Rates. Message frequency varies based on your activity and reservations. Message and data rates may apply.

6.4 Opt-Out. Reply STOP to any message to unsubscribe. Reply HELP for assistance. You may also contact us using the details in Section 26.

6.5 Carrier Liability. Wireless carriers are not liable for delayed or undelivered messages.

6.6 SMS Data. We do not share, sell, rent, or otherwise disclose mobile phone numbers or SMS opt-in data to third parties or affiliates for marketing or promotional purposes. Phone numbers and consent records are shared only with the service providers listed on our Subprocessor List, strictly to deliver the messages requested.

6.7 Responsibility for Consent — Marina Operators. This provision allocates an important legal responsibility. As between BerthRight and a Marina Operator, the Marina Operator is solely responsible for obtaining, documenting, and maintaining all consents required by the Telephone Consumer Protection Act, the CAN-SPAM Act, applicable state telemarketing and anti-spam laws, and wireless carrier and CTIA requirements, for every message it sends or causes to be sent through the Service, and for honoring every opt-out request. BerthRight provides the technical mechanisms for capturing consent, recording it, and processing STOP and HELP requests; BerthRight does not determine whether a Marina Operator’s consent practices are lawful and does not act as the sender of a Marina Operator’s messages. A Marina Operator’s indemnification obligation under Section 20.2 expressly covers claims arising from its communications.

7. Payments

7.1 Payment Processing. Payments made by End Users for reservations, dockage, storage, services, goods, and related fees are processed through our third-party payment processor, currently Stripe, Inc. Your use of that processor is governed by its own terms.

7.2 Merchant of Record. Each Marina Operator maintains its own account with the payment processor and is the merchant of record for all End User transactions. BerthRight does not receive, hold, disburse, or take a percentage of End User funds, is not a party to the payment transaction, and is not a payment facilitator, money transmitter, or money services business. Refunds, chargebacks, disputes, and settlement are matters between the End User, the Marina Operator, and the payment processor.

7.3 Card Data. Payment card data is captured directly by our payment processor in fields hosted by that processor. BerthRight does not receive, transmit, or store full payment card numbers or card verification values. Each Marina Operator is responsible for its own obligations under the Payment Card Industry Data Security Standard and for maintaining its payment processor account in good standing.

7.4 Taxes. Except for taxes based on our net income, you are responsible for all sales, use, value-added, excise, and similar taxes and duties imposed on amounts payable by you. If we are required to collect such taxes, they will be added to your invoice.

7.5 Billing Disputes. Billing disputes must be raised in writing within thirty (30) days of the charge. Amounts not disputed within that period are deemed accepted.

8. Marina Operator Subscriptions

8.1 Subscription. A Marina Operator’s right to use the Service is a subscription, priced per slip, as set out in the applicable Order Form or in the plan selected at signup.

8.2 Slip Count. Fees are calculated on the number of slips under management. The method for counting slips, the treatment of seasonal and inactive slips, and the timing of count changes are set out in the Order Form or in the in-product billing settings.

8.3 Promotional Period. Where offered, the Service is provided at a discounted subscription rate for the promotional period stated at signup or in the Order Form. The promotional period is subject to Section 4 (Beta and Early Access). At the end of the promotional period, the standard subscription rate for the selected plan applies, without further notice beyond the notice required by Section 4.7, unless the Marina Operator cancels before that date.

8.4 Month-to-Month; No Minimum Term. Except where an Order Form expressly provides otherwise, subscriptions are month-to-month with no minimum term and no lock-in. Each subscription renews automatically for successive one-month periods until cancelled.

8.5 Fees and Invoicing. Fees are billed in advance for each billing period using the payment method on file. Messaging and other usage-based charges, if any, are billed in arrears.

8.6 Cancellation. A Marina Operator may cancel at any time, for any reason, through the in-product cancellation control or by written notice to billing@berthright.app. Cancellation takes effect at the end of the then-current billing period. There is no cancellation fee. Fees already paid for the current billing period are not refunded, and no partial-period credit is issued, except where required by applicable law.

8.7 Fee Changes. We may change subscription fees on at least thirty (30) days’ written notice. A fee change takes effect at the start of the first billing period beginning after the notice period. A Marina Operator that does not accept a fee change may cancel under Section 8.6 before it takes effect.

8.8 Late Payment and Suspension. Undisputed amounts not paid when due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. If an undisputed amount remains unpaid ten (10) days after we give written notice of non-payment, we may suspend the account until the amount is paid.

9. Reservations and Cancellations

Reservations, deposits, cancellation policies, refunds, rates, rules, and all other terms governing dockage, storage, and services are set and enforced by the individual Marina Operator. BerthRight is not a party to the agreement between an End User and a Marina Operator, does not guarantee slip availability, pricing, condition, or safety, and is not responsible for enforcing or honoring a Marina Operator’s terms. Disputes concerning a reservation, a stay, a vessel, or a Marina Operator’s facilities or conduct must be directed to that Marina Operator.

10. Intellectual Property and Customer Data

10.1 Our Rights. The Service, including all software, designs, interfaces, branding, and content we provide, and all intellectual property rights in them, are and remain our exclusive property and that of our licensors. No rights are granted except those expressly stated in these Terms.

10.2 Customer Data. As between the parties, a Marina Operator retains all right, title, and interest in its Customer Data. The Marina Operator grants us a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and create derivative works of Customer Data solely to provide, secure, support, and improve the Service and as otherwise permitted by the Data Processing Addendum.

10.3 Your Responsibility for Customer Data. Each Marina Operator represents that it has all rights, consents, and lawful bases necessary for us to process Customer Data as contemplated by these Terms, and that its collection and use of End User information complies with applicable law.

10.4 Aggregated and De-Identified Data. We may compile aggregated and de-identified data derived from use of the Service and use it to operate, analyze, secure, and improve the Service and to produce industry benchmarks and statistics. We will not disclose aggregated or de-identified data in a form that identifies you, your Customer Data, or any individual, and we will not attempt to re-identify it.

10.5 Feedback. If you provide suggestions, ideas, or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and exploit it without restriction or obligation to you. You are not required to provide feedback.

10.6 Marina Operator Marks. A Marina Operator grants us a limited license to use its name and logo within the Service for the purpose of delivering the white-labeled experience the Marina Operator configures.

11. Privacy and Data Protection

11.1 Privacy Policy. Our Privacy Policy describes how we handle personal information, including the distinction between the personal information for which we act as a controller and the personal information we process on behalf of a Marina Operator.

11.2 Roles. With respect to Customer Data, the Marina Operator is the controller (or “business”) and BerthRight is the processor (or “service provider”). We process Customer Data only on the Marina Operator’s documented instructions, as set out in the Data Processing Addendum.

11.3 Data Processing Addendum. Our Data Processing Addendum is incorporated into these Terms with respect to Marina Operators and governs our processing of personal information contained in Customer Data.

11.4 End User Requests. If you are an End User and wish to exercise a privacy right with respect to information held by a Marina Operator, please contact that Marina Operator, which controls that information. If you contact us, we will forward your request to the relevant Marina Operator and assist it in responding; we will not act on Customer Data unilaterally.

11.5 Security Incidents. If we become aware of a security incident affecting Customer Data, we will notify the affected Marina Operator in accordance with the Data Processing Addendum so that it can meet its own legal obligations.

12. Third-Party Services

The Service is delivered using third-party infrastructure and service providers. A current list is maintained at berthright.app/subprocessors. The Service may also integrate with third-party services you choose to connect. Your use of a third-party service is governed by that provider’s terms, and we are not responsible for third-party services, their content, their availability, or their acts and omissions.

13. Service Levels and Support

Our Support and Service Level Policy describes our uptime target, support channels and hours, response-time targets, and service credits, and states that service credits are the sole and exclusive remedy for failure to meet the uptime target. No service level, uptime, or support commitment applies during the Beta Period (Section 4.3(b)).

14. Data Export and Deletion

Our Data Export and Deletion Policy describes the export process available during a subscription, the export window following termination, our deletion timelines, and the limited categories of data we retain and why. Marina Operators are encouraged to export their Customer Data regularly, and are required to do so during the Beta Period under Section 4.4.

15. Accessibility

We are working toward conformance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA for the End-User-facing portions of the Service. Our Accessibility Statement at berthright.app/accessibility describes our current status, known limitations, and how to request an accommodation or report a barrier. Marina Operators subject to accessibility obligations under Title II of the Americans with Disabilities Act or Section 508 of the Rehabilitation Act should contact us before onboarding to obtain a current Accessibility Conformance Report.

16. Copyright Complaints

We respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act. Notices should be sent to info@berthright.app or to the address in Section 26, and must contain the elements required by 17 U.S.C. § 512(c)(3). We may terminate the accounts of repeat infringers.

17. Suspension and Termination

17.1 Suspension. We may suspend your access to the Service, in whole or in part, immediately and without prior notice if we reasonably determine that: (a) your use poses a security risk to the Service, to us, or to any third party; (b) your use may adversely affect the Service or other users; (c) your use may subject us or any third party to liability; (d) you have violated the Acceptable Use Policy; or (e) an amount is overdue as described in Section 8.8. Where practicable, we will give notice and an opportunity to cure before suspending. Where the issue is limited to a specific messaging campaign or feature, we will limit the suspension to that campaign or feature where reasonably practicable.

17.2 Termination by You. An End User may stop using the Service at any time. A Marina Operator may cancel as described in Section 8.6.

17.3 Termination by Us — End Users. We may terminate an End User’s access at any time, with or without cause.

17.4 Termination by Us — Marina Operators. We may terminate a Marina Operator’s subscription: (a) for convenience, on thirty (30) days’ written notice; (b) immediately, if the Marina Operator materially breaches these Terms and fails to cure within thirty (30) days after written notice; or (c) immediately, if the Marina Operator breaches the Acceptable Use Policy in a manner that causes or is reasonably likely to cause imminent harm to the Service, to us, or to a third party, or becomes insolvent or subject to bankruptcy or similar proceedings.

17.5 Effect of Termination. On termination, your right to access the Service ceases. Sections 1, 2, 4.6, 5.5, 5.6 through 5.11, 7.2, 10, 11, 14, 18, 19, 20, 21, 22, and 24 through 26, and any accrued payment obligation, survive termination.

18. Disclaimers

18.1 General Disclaimer. EXCEPT AS EXPRESSLY STATED IN A MASTER SERVICES AGREEMENT SIGNED BY US, THE SERVICE AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

18.2 No Guarantee of Availability or Accuracy. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; OR THAT DATA WILL BE ACCURATE, COMPLETE, PRESERVED, OR RECOVERABLE. WE DO NOT GUARANTEE SLIP AVAILABILITY, PRICING, OR THE PERFORMANCE, CONDUCT, OR SAFETY OF ANY MARINA OPERATOR OR END USER.

18.3 Beta Period. WITHOUT LIMITING SECTIONS 18.1 AND 18.2, THE SERVICE IS PROVIDED DURING THE BETA PERIOD WITHOUT WARRANTY OF ANY KIND WHATSOEVER, AND NO STATEMENT MADE IN ANY DEMONSTRATION, PROPOSAL, MARKETING MATERIAL, OR DOCUMENTATION CREATES ANY WARRANTY DURING THAT PERIOD.

18.4 Statutory Rights. Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the exclusions above apply to the maximum extent permitted, and any implied warranty that cannot be excluded is limited in duration to thirty (30) days from first use of the Service.

19. Limitation of Liability

19.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 Liability Cap — General. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED:

19.3 Liability Cap — Beta Period. FOR ANY CLAIM ARISING OUT OF OR RELATING TO USE OF THE SERVICE DURING THE BETA PERIOD, OUR TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF (i) FIVE HUNDRED DOLLARS ($500) OR (ii) THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO US FOR THE BETA PERIOD, REGARDLESS OF WHEN THE CLAIM IS ASSERTED.

19.4 Application of the Cap. THE LIMITATIONS IN THIS SECTION 19 APPLY TO ALL CLAIMS IN THE AGGREGATE, INCLUDING CLAIMS RELATING TO DATA LOSS, DATA SECURITY, UNAUTHORIZED ACCESS TO OR DISCLOSURE OF DATA, CONFIDENTIALITY, AND SERVICE UNAVAILABILITY. MULTIPLE CLAIMS DO NOT ENLARGE THE CAP.

19.5 Exceptions. Sections 19.1 through 19.4 do not limit: (a) your obligation to pay amounts due; (b) your indemnification obligations under Section 20.2; or (c) liability that cannot be limited or excluded under applicable law, including liability for fraud, fraudulent misrepresentation, gross negligence, or willful misconduct where applicable law prohibits limitation.

19.6 Basis of the Bargain. You acknowledge that the disclaimers in Section 18 and the limitations in this Section 19 are an essential basis of the bargain between us, that they reflect a reasonable allocation of risk given the fees charged (including the discounted rate charged during the Beta Period), and that we would not provide the Service on these terms without them. These limitations apply even if a limited remedy fails of its essential purpose.

20. Indemnification

20.1 By Us. We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s United States patent, copyright, or trademark, and will pay damages finally awarded or amounts we agree in settlement. This obligation does not apply to claims arising from Customer Data, from your modification or combination of the Service with anything not supplied by us, from your use after we notify you to stop, or from use during the Beta Period. If the Service becomes, or we believe it may become, the subject of such a claim, we may procure the right to continue using it, modify or replace it, or terminate the affected subscription and refund any prepaid unused fees.

20.2 By You. You will indemnify, defend, and hold harmless BerthRight and its members, officers, and personnel from and against any third-party claim, and any resulting damages, liabilities, penalties, costs, and reasonable attorneys’ fees, arising out of or relating to: (a) your Customer Data or your use of the Service; (b) your communications to End Users or other recipients, including any claim under the Telephone Consumer Protection Act, the CAN-SPAM Act, or any state telemarketing, anti-spam, or recording-consent law; (c) your violation of these Terms, the Acceptable Use Policy, or applicable law; (d) your relationship or dealings with an End User, including any reservation, stay, vessel, service, or payment dispute; or (e) your failure to obtain any consent or provide any notice required for us to process Customer Data.

20.3 Procedure. The party seeking indemnification will promptly notify the other of the claim, give the indemnifying party sole control of the defense and settlement (provided that no settlement imposing a non-monetary obligation may be made without consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party’s expense.

21. Binding Arbitration and Class Action Waiver

21.1 Informal Resolution First. Before initiating arbitration, you and we agree to try to resolve the dispute informally. You must send a written notice describing the dispute and the relief sought to legal@berthright.app and to the address in Section 26; we will send ours to the address associated with your account. If the dispute is not resolved within sixty (60) days, either party may begin arbitration. This informal-resolution requirement is a condition precedent to arbitration, and any applicable limitations period is tolled during it.

21.2 Agreement to Arbitrate. EXCEPT AS PROVIDED IN SECTIONS 21.3 AND 21.4, YOU AND WE AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND NOT IN COURT. The arbitration will be administered by the American Arbitration Association under its rules applicable to the type of dispute, as modified by these Terms. The arbitration will be seated in Palm Beach County, Florida, provided that a consumer End User may elect to arbitrate in the county of that End User’s residence or by telephone or videoconference. The arbitrator’s award may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

21.3 Small Claims. Either party may bring an individual action in small claims court in a court of competent jurisdiction, so long as the action remains in that court and is brought on an individual basis.

21.4 Injunctive Relief. Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights, unauthorized access to the Service, or breach of Section 4.6 or any of Sections 5.4 through 5.9, without first complying with Sections 21.1 and 21.2.

21.5 CLASS ACTION WAIVER. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS EXCEPT AS EXPRESSLY PROVIDED IN SECTION 21.7, AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON THAT PARTY’S INDIVIDUAL CLAIM.

21.6 Severability of the Class Waiver. If Section 21.5 is found unenforceable as to a particular claim or request for relief, that claim or request must be severed and brought in a court of competent jurisdiction under Section 22, and the remainder of this Section 21 continues to apply to all other claims.

21.7 Coordinated Filings. If twenty-five (25) or more demands for arbitration raising substantially similar claims are filed against us by or with the assistance of the same counsel or coordinated group within a ninety (90) day period, the demands will be administered in sequential batches of no more than fifty (50), with a single arbitrator per batch, and the parties will cooperate with the administrator to select bellwether cases within each batch. Limitations periods are tolled for all demands in the queue.

21.8 YOUR RIGHT TO OPT OUT. YOU MAY OPT OUT OF THIS SECTION 21 BY SENDING WRITTEN NOTICE TO legal@berthright.app WITHIN THIRTY (30) DAYS AFTER YOU FIRST ACCEPT THESE TERMS. THE NOTICE MUST INCLUDE YOUR NAME, THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT, AND A CLEAR STATEMENT THAT YOU WISH TO OPT OUT OF ARBITRATION. OPTING OUT WILL NOT AFFECT ANY OTHER PART OF THESE TERMS OR YOUR USE OF THE SERVICE. IF YOU OPT OUT, DISPUTES WILL BE RESOLVED IN COURT AS PROVIDED IN SECTION 22.

21.9 Survival. This Section 21 survives termination of these Terms and of your account.

22. Governing Law and Venue

22.1 Governing Law. These Terms and any dispute arising out of or relating to them or to the Service are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.2 Venue. For any dispute not subject to arbitration under Section 21, the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in or serving Palm Beach County, Florida, and waive any objection to that venue, including on grounds of inconvenient forum.

22.3 Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY AND KNOWINGLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE. This waiver applies only if Section 21 is held unenforceable or if a claim is otherwise litigated in court.

22.4 No Contractual Limitations Period. These Terms do not shorten the period within which any action must be brought.

23. Changes to These Terms

23.1 Updates. We may update these Terms from time to time. The current version is always available at berthright.app/terms with a version number and effective date, and prior versions remain available in our archive.

23.2 Notice. For changes that materially affect your rights or obligations, we will give at least thirty (30) days’ notice by email to the address associated with your account and by a notice within the Service before the change takes effect.

23.3 Acceptance. For material changes, we will require you to affirmatively accept the updated Terms before you continue to use the Service. For non-material changes, continued use after the effective date constitutes acceptance. If you do not accept updated Terms, you may cancel under Section 8.6 or stop using the Service, and the version in effect when you last accepted will govern your use until the earlier of your acceptance or the termination of your account.

23.4 Record of Acceptance. We maintain a record of the version of these Terms accepted by each account, together with the date, time, and account identifier of that acceptance.

24. Notices

Notices to you may be given by email to the address associated with your account or by posting within the Service. Notices to us must be sent to legal@berthright.app and by mail to Berth Right MGMT LLC, 741 West Ave, Ocean City, New Jersey 08226. Notices are effective on receipt, or on the first business day after sending if sent by email during business hours.

25. General

25.1 Entire Agreement. These Terms, together with the documents incorporated by reference in Section 2.1 and any applicable Order Form or Master Services Agreement, are the entire agreement between the parties regarding the Service and supersede all prior and contemporaneous understandings.

25.2 No Reliance. You have not relied on any statement, representation, or assurance not expressly set out in these Terms, including any statement made during a sales presentation, demonstration, or marketing communication.

25.3 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.

25.4 No Waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.

25.5 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

25.6 Force Majeure. Neither party is liable for any failure or delay in performance (other than a payment obligation) caused by events beyond its reasonable control, including any outage, failure, degradation, or discontinuation of a third-party hosting, database, authentication, payment, messaging, or network provider.

25.7 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

25.8 No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.

25.9 Export and Sanctions. You represent that you are not located in, and are not a national or resident of, any country or territory subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list.

25.10 Headings. Headings are for convenience only and do not affect interpretation.

26. Contact

Version 2.0 · Effective August 24, 2026
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