Broker Marketplace Agreement

Applies specifically to broker, dealer, and salesperson accounts, in addition to the BlueSleuth Boats Terms of Service.

This Broker Marketplace Agreement (this "Agreement") is entered into between BlueSleuth LLC, an Arkansas limited liability company ("BlueSleuth," "we," "us," or "our"), and the broker, dealer, or salesperson that accepts this Agreement and is identified in the applicable account registration ("Broker," "you," or "your"). It applies to all broker, dealer, and salesperson accounts and supplements the BlueSleuth Boats Terms of Service (the "Terms of Service"). Except as expressly modified by this Agreement, all provisions of the Terms of Service remain in full force and effect and are incorporated herein by reference. If a provision of this Agreement conflicts with the Terms of Service on a matter specific to broker, dealer, or salesperson accounts, this Agreement controls solely to the extent of that conflict. References in this Agreement to "these Terms" mean this Agreement together with the Terms of Service.

1. Licensing Warranty and Verification

Broker represents and warrants that it and each affiliated salesperson using the account are properly licensed, appointed, bonded, insured, and authorized in every jurisdiction implicated by the vessel's location, the owner or buyer, the solicitation, the listing, or the transaction. Broker further represents and warrants that all information submitted to BlueSleuth regarding its licenses, appointments, insurance, certifications, and regulatory status is accurate, complete, and current.

Broker will upload current license information, cooperate with periodic verification, maintain accurate account information, and notify BlueSleuth within one (1) business day of any material change to its licensing, appointments, designated broker, ownership or control, business name, principal office, contact information, insurance coverage, certifications, regulatory status, lapse, restriction, complaint, investigation, suspension, revocation, or any other circumstance that could materially affect Broker's eligibility to use the Platform.

BlueSleuth may verify licensing and regulatory information, request additional documentation, require periodic recertification, or conduct other reasonable verification measures to confirm Broker's continued eligibility to use the Platform. Failure to provide requested information, or any determination by BlueSleuth that Broker no longer satisfies the requirements of this Agreement or applicable law, may result in the removal or refusal of listings, restriction of Platform features, suspension or termination of the Broker's account, or any other action reasonably necessary to protect the Platform, its users, or BlueSleuth's legal or business interests. BlueSleuth's verification activities do not create a duty to supervise Broker or ensure Broker's continuing compliance with applicable law.

2. Listing Types and Status Labels

Platform listing labels are informational only and do not alter any written agreement or legal classification. Broker must select the label that accurately describes its current written authority and applicable law. Broker is solely responsible for ensuring that each listing designation remains accurate throughout the duration of the listing.

• Exclusive Listing means only that Broker represents it has a current written exclusive listing, exclusive agency, or other exclusive authority to market the vessel for the stated period. Broker remains solely responsible for using the legally correct agreement, description, and disclosures required by applicable law.
• Open Listing means Broker represents it has current nonexclusive authority to market the vessel. The label does not establish entitlement to a commission, procuring-cause rights, or any other contractual or legal right.
• A vessel may be marked "Sale Pending" only after the parties have entered into a binding written purchase agreement or other binding agreement that materially restricts the vessel's availability for ordinary marketing, whether or not a deposit is required by that agreement. Broker must promptly change the status if the contract terminates, closes, or otherwise no longer accurately reflects the status of the transaction.

BlueSleuth may add, remove, modify, rename, consolidate, or discontinue listing labels, status designations, categories, or other Platform classifications at any time without altering the legal rights, obligations, or contractual relationships of any party. The use of any listing label or status designation on the Platform does not create, modify, interpret, or determine any legal relationship, agency status, commission entitlement, ownership interest, or contractual right. BlueSleuth may also require documentation supporting any listing label or status designation and may remove, modify, or reject any listing designation that cannot be reasonably substantiated or that BlueSleuth reasonably believes is inaccurate, misleading, or inconsistent with this Agreement or applicable law.

2.1. Listing Status Accuracy

Broker shall promptly update any listing status when material facts change, including the execution or termination of a listing agreement, expiration of listing authority, execution or termination of a purchase agreement, closing of a transaction, withdrawal of a vessel from the market, or any other event that renders the displayed status inaccurate or misleading. BlueSleuth may update, remove, suspend, or archive listings that appear stale, inactive, misleading, unsupported, or inconsistent with available information.

3. Accuracy, Authority, and Good Faith

Broker will maintain the current signed listing agreement, agency agreement, owner authorization, required disclosures, and supporting records for every vessel listed through the Platform. Broker shall retain such records for the period required by applicable law or, if no retention period is prescribed, for a commercially reasonable period sufficient to respond to regulatory inquiries, audits, or disputes arising from the listing.

Broker will not list or continue to market a vessel without current written authority, will accurately identify the correct brokerage and responsible licensee, and will promptly update all material facts, pricing, availability, and listing status, and in any event within two (2) business days after learning of any material change. Broker shall promptly correct any inaccurate, incomplete, outdated, or misleading information appearing in a listing upon learning of the inaccuracy or upon reasonable notice from BlueSleuth. Failure to timely correct such information may result in removal, suspension, or modification of the listing.

Broker will provide responsive records and documentation within a reasonable time following a good-faith complaint, license review, legal process, governmental request, regulatory inquiry, or other legitimate compliance investigation initiated by BlueSleuth, subject to applicable confidentiality obligations, attorney-client privilege, work-product protection, and other lawful restrictions.

BlueSleuth's request for documentation, review of submitted materials, or verification of Broker's authority shall not create any duty on the part of BlueSleuth to monitor Broker's ongoing compliance, verify the legal sufficiency of any listing agreement or authorization, or assume responsibility for Broker's legal or regulatory obligations. Broker acknowledges that BlueSleuth may rely upon Broker's certifications, representations, and submitted documentation without conducting an independent legal or factual investigation unless BlueSleuth elects to do so in its sole discretion.

4. Agency and Dual-Role Disclosure

Broker is solely responsible for identifying, establishing, documenting, and complying with its legal relationship with every party to a transaction. Nothing in the Platform, this Agreement, or any BlueSleuth service creates, modifies, satisfies, or substitutes for any agency disclosure, consent, fiduciary duty, or other legal obligation imposed by applicable law.

Broker shall promptly update or supplement any agency disclosure, consent, acknowledgment, or other agency-related documentation whenever required by applicable law or whenever a material change in the brokerage relationship occurs during the course of a transaction.

If Broker or its brokerage represents or assists more than one party, acts as a dual agent, designated agent, transaction broker, facilitator, nonagency representative, or in any other conflicting, limited, or legally recognized capacity, Broker shall make all disclosures and obtain every informed written consent required by applicable law before acting in that capacity. Where dual agency or any comparable representation is prohibited or restricted by applicable law, Broker shall not conduct or facilitate such representation through the Platform.

BlueSleuth does not determine, verify, monitor, supervise, interpret, or enforce the existence, validity, sufficiency, timing, or legal effect of any agency relationship, disclosure, consent, waiver, fiduciary duty, or brokerage obligation and assumes no responsibility for Broker's compliance with applicable brokerage, licensing, agency, fiduciary, or disclosure laws. Nothing in the Platform shall be construed as legal advice or as satisfying any statutory disclosure requirement. See the BlueSleuth Boats Agency and Dual Agency Disclosure Policy, which is incorporated herein by reference.

5. Broker Compensation and Transaction Funds

Broker compensation, commission entitlement, referral fees, deposits, escrow funds, earnest money, closing funds, taxes, transaction accounting, and all other financial obligations arising from a vessel transaction are matters solely among Broker, its client(s), and any properly authorized closing agent, escrow provider, attorney, trust account, financial institution, or other payment intermediary. Broker is solely responsible for complying with all applicable laws governing the receipt, handling, accounting, safeguarding, disbursement, reporting, and recordkeeping of client funds and for ensuring that all transaction funds are handled only through legally authorized persons or entities.

BlueSleuth does not establish, negotiate, calculate, collect, receive, hold, transmit, safeguard, disburse, or adjudicate broker commissions, referral fees, escrow funds, deposits, trust funds, closing proceeds, or other transaction-based compensation and is not a party to any purchase agreement, listing agreement, escrow agreement, closing arrangement, or commission dispute. BlueSleuth does not act as a broker, escrow agent, fiduciary, settlement agent, money transmitter, payment institution, or financial intermediary with respect to any vessel transaction. BlueSleuth does not participate in, supervise, approve, guarantee, or assume responsibility for the collection, transfer, escrow, accounting, or disbursement of any transaction funds and shall have no liability arising from the handling or misapplication of such funds by any person or entity.

Any Agent referral payment described in the BlueSleuth Boats Agent Referral & Commission Agreement is calculated solely from BlueSleuth Platform fees actually collected by BlueSleuth and never from the vessel purchase price, deposit, broker commission, referral fee, or other transaction proceeds. Nothing in the Platform, this Agreement, or any communication by BlueSleuth creates any right to a commission, referral fee, procuring-cause determination, fee-sharing arrangement, transaction-based compensation, or participation in any vessel transaction except as expressly set forth in a separate written agreement executed by BlueSleuth.

6. WordPress Sync Plugin and Attribution

If Broker uses a BlueSleuth synchronization plugin or other integration made available by BlueSleuth, Broker authorizes the automated transfer, synchronization, formatting, updating, modification, and removal of authorized listing content between the Platform and Broker's website, together with the display of a reasonably visible BlueSleuth attribution link where required by the applicable plugin tier. Attribution is a condition of any free plugin tier unless BlueSleuth expressly agrees otherwise in writing.

Broker is solely responsible for its website, hosting environment, domain name, security, backups, software updates, plugins, accessibility, privacy notices, legal disclosures, and compliance with all applicable laws. Broker shall maintain appropriate backups of its website and acknowledges that synchronization may overwrite, replace, or remove previously synchronized content in accordance with Broker's instructions or Platform updates. BlueSleuth shall not be responsible for any errors, omissions, formatting changes, display issues, data loss, synchronization failures, or other problems resulting from modifications to Broker's website, theme, plugins, custom code, hosting environment, third-party software, or other systems outside BlueSleuth's reasonable control.

BlueSleuth may update, modify, suspend, discontinue, replace, or limit the plugin or any related integration at any time and does not warrant or guarantee compatibility with any particular version of WordPress, theme, plugin, hosting provider, third-party integration, or website configuration. BlueSleuth makes no representation or warranty regarding search-engine rankings, search visibility, search indexing, website traffic, lead generation, search-engine optimization (SEO), advertising performance, or uninterrupted synchronization. Broker acknowledges that the plugin and related integrations may depend upon application programming interfaces ("APIs"), third-party software, hosting environments, and other technologies that are outside BlueSleuth's control. BlueSleuth shall not be liable for any interruption, delay, incompatibility, or loss of functionality resulting from changes made by any third-party provider.

Broker may discontinue use of the plugin at any time but shall promptly remove all BlueSleuth code, attribution, branding, API credentials, synchronization keys, and related software or scripts upon termination of authorization or upon BlueSleuth's request.

7. Suspension, Complaints, and Termination

BlueSleuth may, but has no obligation to, investigate complaints regarding Broker's use of the Platform and may request licenses, listing agreements, agency agreements, owner authorizations, communications, or other records reasonably related to Platform compliance, regulatory compliance, or the investigation of a complaint. Broker agrees to cooperate in good faith with any such investigation and shall timely provide any reasonably requested records or information relating to the subject matter of the investigation.

BlueSleuth may label, de-rank, restrict, suspend, preserve, archive, remove, or refuse to publish listings or other content during the pendency of a review and may report suspected unlawful, fraudulent, or unauthorized activity when permitted or required by applicable law. Nothing in this Section requires BlueSleuth to investigate every complaint, reach any particular conclusion, or take any specific enforcement action. BlueSleuth reserves the right to determine, in its sole discretion, the appropriate response to any suspected violation of this Agreement, the Terms of Service, or other Platform policies.

When reasonably practicable, Broker will receive notice of the basis for any suspension or removal and a reasonable opportunity to respond or appeal before permanent enforcement action is taken. BlueSleuth may take immediate action without prior notice whenever it reasonably believes such action is necessary to protect users, preserve evidence, prevent fraud, comply with applicable law, maintain Platform security, protect the integrity or reputation of the Platform, or prevent imminent harm.

Upon suspension or termination, public listings may be removed, archived, or disabled in accordance with the BlueSleuth Boats Record Retention Policy. Broker may request a commercially reasonable export of available account and listing data before deletion, subject to security requirements, legal holds, applicable law, data-retention policies, technical limitations, and payment of any outstanding Platform fees then due, if applicable.

Suspension or termination of Platform access does not relieve Broker of any obligations that by their nature survive termination, including payment obligations, indemnification duties, confidentiality obligations, record-retention requirements, or any provisions expressly stated to survive termination.

8. Insurance, Bonds, and Taxes

Broker shall obtain, maintain, and keep in full force and effect all licenses, registrations, permits, surety bonds, errors-and-omissions insurance, professional liability insurance, general liability insurance, workers' compensation coverage, automobile liability coverage (if applicable), and any other insurance, financial responsibility, or security required by applicable law or reasonably appropriate for Broker's business operations. Upon BlueSleuth's reasonable request, Broker shall promptly provide evidence reasonably satisfactory to BlueSleuth of any license, permit, bond, insurance policy, registration, or other coverage required by this Section. Broker shall promptly notify BlueSleuth if any required license, registration, bond, or insurance coverage is suspended, revoked, cancelled, allowed to lapse, or materially modified in a manner that could affect Broker's eligibility to use the Platform.

Broker is solely responsible for all transaction taxes, reporting obligations, licensing fees, escrow accounting, trust-account compliance, client-fund obligations, payroll obligations, employment taxes, income taxes, sales and use taxes, and any other governmental fees, assessments, or legal obligations arising from Broker's business or transactions. BlueSleuth has no responsibility for verifying the adequacy of Broker's insurance, bonds, or financial responsibility and assumes no liability arising from the absence, expiration, insufficiency, or cancellation of such coverage.

9. Acceptance of this Agreement

Broker accepts this Agreement electronically by checking the acceptance box and/or clicking the "I agree" button presented during account signup or when this Agreement is otherwise presented on the Platform. By doing so, Broker acknowledges that it has read, understood, and agrees to be bound by this Broker Marketplace Agreement and the BlueSleuth Boats Terms of Service incorporated herein.

The individual accepting represents and warrants that he or she is at least eighteen (18) years old and is authorized to bind the brokerage identified in the account to this Agreement. Broker agrees that its electronic acceptance has the same legal force and effect as a handwritten signature and constitutes Broker's signature to this Agreement to the fullest extent permitted by applicable law, including the federal E-SIGN Act and applicable state law.

BlueSleuth may record and retain information evidencing Broker's acceptance, including the account identifier, the version of this Agreement accepted, and the date, time, and IP address of acceptance. Broker's continued use of the Platform following any updated version of this Agreement constitutes acceptance of the updated Agreement to the extent permitted by applicable law.