Membership Contract and SCRAPE User License Agreement and Terms and Conditions
Licensor:
BizBot9.com (BB9) (Legal@BizBot9.com) (Wholly owned and managed by the Sapphire Statutory Trust) with offices at 7901 4th St N, STE 4000, St. Petersburg, FL 33702, 865-205-7036 developed the SCRAPE business automation software for the Hull Diving Industry and has an exclusive distribution agreement with the Hull Diving Association to manage the distribution of SCRAPE.
Distributor:
Hull Divers Association(HDA) (HullDiversAssociation@Gmail.com) with offices at: 66 W Flagler St., Miami, FL 33130, 786-977-9989 offers hull divers membership services such as:
SCRAPE Specialized software to manage your Hull Diving Business
Anode Market for sourcing anodes at the best prices
Labor Market for offering wholesale labor and contracting with wholesale labor
Business Market for buying and selling your clients or trading
Black List for checking the background of prospective clients
Business Valuation for liquidation or exit strategy management
Licensee: [CompanyName] ([CompanyCode]) ([CompanyEmail]) with offices at [CompanyAddress] offers an annual License fee of $100 for the access to the software, services and privileges offered by the HDA.
SIGNIFICANT DISCLOSURE: Disclosed here are the following significant facts:
There is a competitive relationship between EMS and ([CompanyCode]) in the Hull Diving Market.
Tripp Weeks is the owner of SE and EMS and has controlling interest in HDA
Client and Staff Information related to each party is extremely sensitive and must remain the exclusive and confidential property of its respective owner.
Acceptance
Each party accepts the offer of the others and agrees to communicate effectively and immediately any necessary changes to our agreement as they arise.
Consideration
In consideration for being a Member of the Hull Divers Association [CompanyName] agrees to make payments for the following services:
$365.00/yr Annual Membership - (2025 Pricing is $1/day or $365)
Implementation fees may apply to members with a large number of entities to convert and are billed before implementation and calculated from Estimates in Interview.
Members Vessels
Members Divers
Members Taxes, Discounts, Items
$2.00/transaction - Usage fees apply to each of these transactions. Billed Weekly on Sundays for the prior week.
New Client Proposals
Client Estimates (7 day advance notice)
Client Invoices
Purchase Orders
Diver Firm Fixed Bid Contracts (Payroll aka ‘Modelo Reports’)
EOD - End of Day Reports (Income, Expense for the Day)
EOW - End of Week Reports (Payroll Due, Late Boats, etc…)
EOM - End of Month reports (Sales Tax Due)
EOQ - End of Quarter Reports (1099, 1098, 1120s payments)
PAST DUE NOTICE: SCRAPE transaction fees are billed weekly and payments are due upon receipt and are considered past due after 7 days.
All SCRAPE transaction payments must be made via:
ACH to Bank of America
Sapphire Enterprises
Account number: 334034205211,
Routing number: 061000052.
Zelle:
Walter Weeks
HullDiversAssociation@Gmail.com
Disclosure and Non-Disclosure:
Not to disclose client or staff information used in training and demonstrations to any outside party
Not to discredit any party for software failures, bugs, or issues that may occur
Not to disparage, insult or injure any party on social media
To disclose an individually limited number of actual clients for testing purposes
To share experiences, opinions, and suggestions on how to improve the product
To promote and authentically complement the software as a first person user.
To have indefinite and unrestricted use of the software tested during the term of this contract. This does not include updates, customization, training and support that occurs after the termination of this contract, SE reserves the right to be compensated for this post contract work.
Competence and Capacity
The Competency and Capacity of the software developed by SE and used by EMS is defined by the success of the active daily use of the current “in-house” EMS software to manage more than 300 clients and as many as 5 active divers.
This “in-house” EMS software is in the process of being improved for release to the Hull Diving Industry through the HDA. Our agreement is essentially to work together to “organically” improve the SE software with our diverse experience as Hull Diving companies. The goal here is to create a solution that will benefit our industry and to establish standards that will benefit our clients and staff.
The Competence and Capacity of this software to manage the clients of [CompanyName] and the other parties does not currently exist. It is the intent of the parties here to cooperate to see if it is possible for the software to develop the Competence and Capacity to manage [CompanyName] and the other HDA members at a pace that is comfortable to all parties.
The capacity of the system is limited by Third Party Software. These titles are required for this system to fully operate and this system is dependent upon these companies' offerings to remain available. The system´s capacity will get limited by the accounts limits configured for each 3rd Party
A unique Google Account and all the Google Features
Google Voice
Google Email GMail
Google Calendar
Google Tasks
Google Sheets (Organizer and Masters)
Google Docs
Google Contacts
A unique Square Account for Accounting Features
A unique Twilio Account for SMS message automation
Mutual Consent and Escape and Ejection Clauses
Each party mutually consents to the other that this contract is our entire agreement and may be revised as needed with the mutual consent of the other.
Each Party consents to the other expressed permission to view the others released data and to keep it secure.
Each Party consents to the other to refrain from actively recruiting, soliciting or engaging the clients and staff of the other.
Each Party consents to the other that clients get to decide which service provider they want to work with.
Each Party agrees to the other that each independent contractor is individually able to work for any contractor they choose.
Each Party may escape this contract, at any time, without monetary penalty or cost. Foregoing any expenses having been previously paid, these are understood to be individual expenses of the escaping party and not to be reimbursed by the remaining non escaping parties.
Trigger - The Escaping Party must notify all other parties of their escape.
Action - The Password for the Escaping parties Google Account must be changed by the Escaping Party, locking all other parties out of their account.
Result - The non-escaping parties will “unshare” any shared documents with the escaping party.
Disposal - SE and HDA will delete all files developed for the escaping party. This will send an alert to the escaping party of the delete.
Backups - The Escaping Party will be notified of deleted files and offered the opportunity to “Make a Copy” of the deleted file.
Data Loss - Any failure of the Escaping Party to make a copy of deleted files will result in loss of data to the Escaping Party at the fault of the Escaping Party. And the non-escaping parties shall be held harmless and indemnified of any loss.
Each Party may be Ejected from this contract. A unanimous vote by the remaining parties to Eject a party to this contract will Trigger the forced Escape of the Ejected party.
Legality
This contract is in compliance with the laws of the State of Florida, and all parties agree to arbitration to satisfy any legal complaint in the same Venue, Florida.
Compensation
HDA expects to be compensated by HDA members for the fair, equitable, and scalable use of the software owned by SE and licensed to HDA for distribution. The details of the compensation strategy have not been formalized at the time of this writing. HDA is seeking advice from the other parties on how a fair and equitable compensation strategy can be formed. The other parties in this agreement shall be granted by the HDA free use of the resulting software during the Alpha testing period on terms mutually agreed to by all parties in exchange for their participation as ALPHA tester(s) in this agreement.
Contract Term and Scope of the Software Operation and Data access
This Contract will expire on [Expires] and the SCRAPE software will stop working. You must visit Membership.HullDiversAssociation.com to renew your HDA Membership to extend this deadline.
There will be no loss of access to the data and Calendars created by SCRAPE.
There will be no Business Interruption because you can manually do all the work that SCRAPE does for you.
There is a chance that this contract and project could fail. Should that failure occur, we all agree to quietly separate and never discuss this again.
SCRAPE features are controlled by the Interview. You can click Interview.HullDiversAssociation.com to change your features.
Contract Termination and Escape Clauses
Licensor Escape Clause: The Licensor may terminate this agreement without warning and for cause and will be indemnified and held harmless if the Distributor or Licensee are found in the sole opinion of the Licensor to be in breach of the Non-Disclosure agreement or the Business Associates agreement. Or if timely payments are not made by the Distributor.
Distributor Escape Clause: The Distributor may terminate this agreement without warning and for cause if the Licensor or Licensee are found in the sole opinion of the Distributor to be in breach of the Non-Disclosure agreement or the Business Associates agreement. Or if the Licensee is more than 7 days behind in payments.
Licensee Escape Clause: The Licensee may terminate this agreement without warning and for cause if the Distributor or Licensor are found in the sole opinion of the Licensee to be in breach of the Non-Disclosure agreement or the Business Associates agreement. Or may simply be more than 7 days behind in payments to the Distributor to trigger the termination of this agreement.
These terms and conditions are subject to change at any time, without notice, at the sole discretion of the President the Hull Divers Association.