Yervana Terms of Service
Last updated: April 5, 2018
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS SERVICE AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.
These Terms of Service constitute a legally binding agreement between you and Yervana Services Inc. (the “Company”). The following terms and conditions (together with any documents referred to in them) (collectively, the “Terms”) apply to your use of Yervana, including any content, functionality and services offered on or through www.yervana.com or any other website through which Yervana makes its services available (the “Website”), and to any mobile, tablet and other smart device applications, and application program interfaces (the “Application”) (collectively, the “Services”). All other policies of the Company which are made available on the Website or Application (collectively, the “Policies”) and which are applicable to your use of the Services are incorporated by reference into this Agreement, including, but not limited to the:
Your access to and use of the Services is conditioned upon compliance with these Terms and your understanding and agreement that the Company is merely a facilitator providing an online marketplace connecting users, and that the Company is not a participant in any relationship between users, Locals or Explorers (as such terms are defined below), nor is it a party to any contractual relationship between a Local and an Explorer. These Terms apply to all visitors, users, and others who wish to access or use the Services. If you are accessing and/or using the Services on behalf of another individual, or as a consultant or agent of a third party, you represent and warrant that you have the authority to act on behalf of and bind such individual or third party principal to these Terms.
By accessing or using the Services, including without limitation any forums, blogs, wikis, or services provided by us, you accept and agree to be bound to and abide by these Terms. If you disagree with any of the provisions contained in these Terms then you do not have permission to access the Services and should refrain from doing so.
Locals and Explorers alone are responsible for identifying, understanding and complying with all local laws, rules and regulations that apply to their listings, bookings and Adventures (as defined below), including any taxes you may have to pay, and registration, permitting and licensing requirements which may apply to the Adventure offered. You alone are responsible for identifying and obtaining any required licenses, permits or registrations and for obtaining any insurance you may require in connection with any Adventures booked via the Services. Penalties for failing to comply with such laws and regulations may include fines and other forms of enforcement. If you have questions about how the local laws may apply to you, you should obtain legal advice.
The Company, as the provider of the Services, does not own, create, sell, resell, provide, control, manage, offer, deliver or supply any listings or Adventures. Locals are solely responsible for their listings and Adventures, the Company merely provides the Services and is not itself an operator or provider of Adventures. When a Explorer books an Adventure, the Local and the Explorer enter into an agreement with one another. The Company is not and does not become a party to such agreement and does not participate in any contractual relationship between any Explorer and Local.
These Terms become effective from the date when you first submit a listing, or book or participate in an Adventure, whichever occurs first.
1. Key Terms
1.1 Yervana provides an online platform that connects registered users seeking activities with other registered users offering authentic activities in the community (collectively, the “Services”) which Services are accessible at www.yervana.com and any other websites through which Yervana makes the Services available (collectively, the “Site”) and as applications for mobile, tablet and other smart devices and application program interfaces (collectively, the “Application”).
1.2 Locals can use the Services to publish experiences and excursions in their fields of expertise (“Adventures”) and connect to the community, thereby communicating and transacting directly with Explorers that are seeking to book such Adventures. Adventures may include, but are not limited to, the following categories: backcountry activities, including skiing, snowboarding, and snowshoeing; biking; hiking; and water activities such as kayaking, paddle boarding and canoeing.
1.3 Adventures such as skydiving, bungee jumping, base jumping, or any other Adventure which poses serious risks of death or severe bodily injury (collectively, “Prohibited Adventures”) are not permitted and cannot be arranged for via the Services.
2.1 The Company, via the Services, provides an online marketplace that connects registered users seeking adventures (“Explorers”) with other registered users offering Adventures in the community (“Locals”).
2.2 The following activities are not permitted and cannot be arranged for via the Services (collectively, “Prohibited Activities”): (a) activities that pose serious risks of death or severe bodily injury such as skydiving, bungee jumping, base jumping, or any other activity, and (b) if a third party holds the exclusive right to operate a business in a specific geographic area, the Local will not, without such third party consent, compete with any business offered by such third party in that specific geographic area, including but not limited to ski lessons on a ski hill where the operator has exclusive rights to operate its business, including conducting ski lessons.
2.3 Explorers participating in Adventures will be required to sign the Explorer Release and Waiver of Liability. Explorers should review such the Explorer Release and Waiver of Liability carefully as it contains terms that limit and restrict your legal rights. You will not be permitted to take part in any Adventure unless and until you have signed the the Explorer Release and Waiver of Liability.
2.4 The Company is not an insurer, nor does it act as an agent in any capacity for any registered user, Local or Explorer.
2.5 If you choose to use the Services as a Local you agree that your relationship with the Company is limited to being an independent, third-party contractor only. You act exclusively for yourself and for your own benefit. You do not act on behalf of or for the benefit of the Company.
2.6 The Company does not guarantee the quality, safety, suitability, or legality of any listing or Adventure, including the truth or accuracy of any listing, ratings, reviews, or other user content, or the performance or conduct of any registered user or third party. The Company does not endorse any registered user, Local, Explorer or Adventure. Any descriptions or images are not endorsements or guarantees by the Company about any Local, Explorer or Adventure. You are responsible for conducting due diligence and exercising care when booking an Adventure or accepting a booking, and in all interactions with other registered users, both online and in person. You alone decide whether to list, book, host or participate in an Adventure and you do so at your own risk. You are also responsible for determining whether an Adventure is a Prohibited Activity. While the Company may monitor the Services for Prohibited Activities it has no obligation to do so. If an Adventure is a Prohibited Adventure or otherwise fails to comply with these Terms, you agree you will not book such Adventure.
2.7 The Company’s sole responsibilities are limited to making the Services available through its Website and the Application.
3. Availability, Errors and Inaccuracies
3.1 The Company reserves the right, at its sole discretion, to withdraw or amend the Services and any service or material it provides in connection thereto without notice. The Company will not be liable if for any reason all or part of the Services are unavailable at any time or for any period of time.
3.2 The Company is constantly updating product and service offerings and may experience delays in updating information on the Website and Application and in its advertising on other websites. The information found in such places may contain errors or inaccuracies and may not be complete or current. Services may be mispriced, described inaccurately, or unavailable and the Company cannot guarantee the accuracy or completeness of any information.
3.3 Due to the nature of the Internet, the Company does not guarantee continuous and uninterrupted availability and accessibility of the Services. The Company may also restrict the availability of the Services if it deems it to be necessary for any reason, in its sole discretion, including for the security of its servers, or to carry out maintenance of the Services. The Company reserves the right to change or update information and to correct errors, inaccuracies, or omissions or to improve, enhance and modify the Services and introduce new Services from time to time, at any time, without prior notice.
4. User Accounts and Eligibility
4.1 You must register an account to access and use the Services, including publishing or booking an Adventure. If you register an account for a company or other person or legal entity, you represent and warrant that you have the authority to legally bind that person or entity and grant the Company all the permissions provided for in these Terms.
4.2 When you create an account with the Company, you represent and warrant that you are 18 years of age or older, and that all information you provide to the Company is accurate, complete, and current at all times. Inaccurate, incomplete or obsolete information may result in the immediate termination of your account with the Company.
4.3 You agree to comply with any applicable export control laws in your local jurisdiction and you represent and warrant that neither you, nor your Adventure are located or take place in a country that is subject to a Canadian Government embargo and that you are not listed on any Canadian Government list of prohibited or restricted parties.
4.4 You may not register more than one account unless the Company authorizes you to do so, and you may not assign or transfer your account to another party. You can register using an e-mail address and creating a password, or through your account with certain third party social networking services, such as Facebook or Google. You may disconnect or delete your account at any time.
4.5 The Company may attach conditions and requirements to the use of the Services, including but not limited to, verification processes, eligibility criteria, Quality Standards, Content Standards, or rating or review thresholds.
4.6 The Company does not assume responsibility for confirming users’ identities. Though the Company has no obligation to do so, it may, for fraud prevention purposes, as permitted by applicable law, ask registered users to provide a form of government identification, or other information, to help verify the identities or backgrounds of registered users, or use or access other reports or information from other sources that might be available via third party databases or public records.
4.7 You are responsible for maintaining the confidentiality and security of your account and password, including but not limited to the restriction of access to your computer and Mobile Device and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password. You agree to notify the Company immediately upon becoming aware of any breach of security or unauthorized use of your account. You are liable for any and all activities conducted through your account, unless such activities are not authorized by you and you are not otherwise negligent, for example, for failing to report unauthorized use or loss of credentials.
4.8 The Company reserves the right to refuse service, terminate accounts, disable any user identification code or password, remove or edit content, cancel Adventure bookings, and otherwise terminate your right to use the Services at any time in its sole discretion, for any or no reason, including if, in the Company’s opinion, you have failed to comply with any provision of these Terms.
5.1 The Company may, at its sole discretion, enable registered users to create, upload, post, submit, send, receive, publish, display and transmit comments and content or materials, such as listings, text, photos, audio, video, reviews, messages or other materials and information, and store such content or materials, on or through the Services (collectively, “User Content”). The Company may also, at its sole discretion, enable registered users to access and view User Content and any content that the Company itself makes available via the Services, including proprietary Company content and any content licensed or authorized for use by the Company from a third party (“Company Content” and together with User Content, “All Content”).
5.2 All User Content must comply with the Content Standards.
5.3 By creating, uploading, posting, sending, receiving, storing, or otherwise making User Content available on or through the Services, you grant the Company a perpetual, non-exclusive, paid-up, royalty-free, irrevocable, sub-licensable, assignable, transferable and worldwide license to access, use, store, copy, modify, distribute, prepare derivative works of, publish, transmit, stream, broadcast, disclose to third parties, and otherwise exploit in any manner such User Content for any purpose whatsoever, including for commercial purposes and to promote the Services in any media or platform. You agree that your User Content will be treated as non-confidential and non-proprietary and you agree to allow others to view and comment on your User Content.
5.4 The Company claims no intellectual property rights over User Content.
5.5 You are responsible for all User Content that you make available via the Services. You represent and warrant that you own or control all rights in and to User Content and have the rights, licenses, consents and releases to grant the Company and its affiliates the license granted above. You represent and warrant that neither User Content nor your posting, uploading, publication, submission or transmittal of User Content or the Company’s use of User Content, will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.6 You represent and warrant that all of your User Content does and will comply with these Terms, and you agree to defend, indemnify and hold harmless the Company and its affiliates and licensors, and their respective directors, officers, employees, agents and contractors, for any breach of that representation and warranty.
5.7 You understand and acknowledge that you are responsible for any User Content you post, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. Any User Content uploaded to the Website or Application is solely the opinion and the responsibility of the person or entity submitting it and does not necessarily reflect the opinion of the Company. The Company is not responsible, or liable to any third party, for the content or accuracy of any User Content posted by you or any other user of the Services.
5.8 The Company does not undertake to review any User Content before it is posted, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, the Company assumes no liability for any action or inaction regarding User Content provided by any user of the Services or third party.
6. Intellectual Property
6.1 The Services, User Content, Company Content and Payment Services (as defined in the Payment and Payout Terms) may be protected by copyright, trademark and or other intellectual property rights laws of Canada or other countries, in their entirety or in part. You are only permitted to use the Services for purposes consistent with applicable laws and these Terms. You agree that the Services and Company Content, including all features and functionality, information, original content, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, and all associated intellectual property rights therein, are owned by and will remain the exclusive property of the Company and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services, Company Content, User Content or Payment Services. All trademarks, service marks, logos, trade names, and any other source identifiers of the Company used on or in connection with the Services and User Content are registered and unregistered trademarks of the Company in Canada and abroad. Trademarks, service marks, logos, trade names, and any other proprietary designations of third parties used on or in connection with the Services, Company Content, User Content or Payment Services are used for identification purposes only and may be the property of their respective owners.
6.2 The Company hereby grants you a limited, personal, non-exclusive, non-assignable, non-sublicensable, nontransferable and revocable license to use the Services, including to download and use the Application on your personal devices and to access and view All Content made available through the Services, subject to the following limitations and other conditions:
6.2.1 you may take temporary copies necessary to browse the Website or Application, and unless otherwise stated, you may download or print a single copy of All Content on this site for non-commercial or personal uses only;
6.2.2 you must not modify any content on or obtained from the Website or Application;
6.2.3 you must retain all copyright and other proprietary notices included in any content or materials obtained from the Website or Application;
6.2.4 you may not modify in any way photos, videos, documents, or related graphics or materials available on the Website or Application;
6.2.5 you may not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials obtained from the Website or Application; and
6.2.6 you must obtain the Company’s prior written consent to copy or display any portion of All Content on the Website or Application for redistribution to third parties or for commercial purposes.
6.3 You agree to not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Services, All Content, or Payment Services, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights, title or interest in or to the Services, or any content related thereto, are granted to you by implication or otherwise, except for the licenses and rights expressly granted in these Terms. All rights not expressly granted are retained by the Company. Any use of the Services not expressly permitted herein is a breach of these Terms and may violate copyright, trademark and other laws.
6.4 By using the Services you acknowledge that the Company is the sole owner of the Services and all intellectual property rights therein.
7. Prohibited Uses
7.1 You may use the Services for lawful purposes only and only in accordance with these Terms. You are solely responsible for complying with any and all laws, rules, regulations and tax obligations that may apply to your use of the Services. You agree not to use the Services as follows:
7.1.1 in any way that violates any applicable federal, provincial, state, local or international law or regulation or in a way that breaches these Terms or any of the Company’s Policies or standards;
7.1.2 to publish, send, upload, download, use or re-use any material which does not comply with the Content Standards set below;
7.1.3 to transmit, or procure the sending of, any mass advertising or direct solicitation material or use the Services for commercial purposes that are not expressly permitted by these Terms or in a manner that falsely implies Company endorsement, partnership or affiliation;
7.1.4 to impersonate or attempt to impersonate the Company or a Company employee, another user, or another person or entity (including, without limitation, the use of e-mail addresses or screen names associated with or confusingly similar to any of the foregoing);
7.1.5 to engage in any activities intended to withhold or cloak identity or contact information;
7.1.7 to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services or which, as determined by the Company, may harm the Company or users of the Services or expose them to liability;
7.1.8 to use the Services to send harassing and/or threatening messages to others;
7.1.9 to book an Adventure that you will not be participating in, unless the Company has consented in writing;
7.1.10 to contact other registered users for purposes of recruitment or solicitation;
7.1.11 to request, make or accept independent bookings in order to circumvent payment of any Fees (as defined below) or for any reason;
7.1.12 to discriminate against or harass anyone on the basis of race, national origin, religion, gender, sexual orientation, disability, medical condition, marital status, age or gender identity, or otherwise engage in abusive or disruptive behavior; including declining a Explorer on the basis of the foregoing or posting any statements or listings that discourage or indicate a preference for or against any Explorer on account of any of the foregoing;
7.1.13 to violate or infringe upon anyone else’s rights, including the Company, or otherwise cause harm to anyone;
7.1.14 to attempt to penetrate security measures of the Services or obtain or bypass others’ passwords;
7.1.15 to attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer or database connected to the Services;
7.1.16 to register or use any payment or payout information that is not yours or that you do not have authorization to use; or
7.1.17 to avoid, bypass, remove, deactivate, impair, damage, adversely affect the function of, or otherwise circumvent any technological measure implemented by the Company to protect Payment Services.
7.2 You acknowledge that the Company has no obligation to monitor access to or use of the Services, or to review, edit or disable access to any User Content, but it has the right to do so if it chooses in order to secure and improve the Services, for fraud prevention, risk assessment, investigation and customer support purposes, to ensure compliance with these Terms, in order to comply with applicable laws, court orders or orders of other governmental bodies, to respond to User Content that it considers harmful or objectionable, or as it otherwise sees fit in accordance with these Terms.
7.3 All registered users agree to cooperate with and assist the Company, and to take such actions as may be reasonably requested by the Company in respect of any investigations undertaken regarding use or abuse of the Services.
7.4 If you feel that any registered user you interact with is acting inappropriately, violently or in a disturbing or criminal manner, you should immediately report this person to authorities and to the Company with the understanding that such report will not obligate the Company to take action beyond what is required by law and it will not cause the Company to incur any liability to you.
8. Links to Other Websites
8.1 The Services may contain links to third party websites, services or resources that are not owned or controlled by the Company. These links are provided for your convenience only. No endorsement of any third party products, services or information is expressed or implied by any information, material or content of any third party contained in, referred to, included on, or linked from or to the Services. Any information, data, opinions, recommendations, products or services provided by such third parties through links to other websites or otherwise made available through their websites are solely those of such third parties and not of the Company or its affiliates. The Company has no control over, and assumes no responsibility for the content, privacy policies or practices of any third-party websites or services. The Company does not warrant the offerings of any of these entities/individuals or their websites.
8.2 You acknowledge and agree that the Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such third-party websites or services. The Company strongly advises you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.
9. Fees and Payment Collection
9.1 The Company may charge fees to Locals (“Local Fees”) and/or to Explorers (“Explorer Fees”) (collectively, “Fees”) as consideration for the use of the Services. Fees will be displayed prior to publishing or booking an Adventure. The Company reserves the right to change the Fees at any time with adequate notice provided prior to such change becoming effective.
9.2 The Company will collect the Fees charged and make payouts pursuant to the Payment and Payout Terms. You are responsible for paying the Fees that you owe to the Company. Unless otherwise provided Fees are non-refundable.
10. Terms for Locals
10.1 When you create a listing for an Adventure you agree to provide the following: 1) complete and accurate information about the Adventure, including a description, location, calendar availability, and the amount to be charged by you for the Adventure (“Adventure Fee”); 2) disclosure of any deficiencies or requirements that may apply to the Adventure, such as minimum age, proficiency, fitness requirements or other restrictions, including additional terms and conditions which you intend to impose upon the Explorer booking the Adventure; and 3) any other pertinent information requested by the Company. You agree to keep your listing information current and up to date at all times.
10.2 You are solely responsible for setting the Adventure Fee, including any taxes if applicable. Once a Explorer requests a booking for your Adventure you may not increase the Adventure Fee. Any terms and conditions that you include in your listing must not conflict with these Terms or the Cancellation Policy. Pictures or videos used in your listing must accurately reflect your Adventure.
10.3 When you accept a booking request by an Explorer, you are entering into a legally binding agreement with the Explorer and are required to provide your Adventure to the Explorer as described in your listing. You agree to pay the applicable Local Fee and any applicable taxes, which will be collected pursuant to the Payment and Payout Terms.
10.4 The Local alone is responsible for identifying and obtaining any credentials, qualifications, licenses, permits and/or any other registrations or requirements that are or that might be applicable to the Adventure being hosted, including but not limited to any of the foregoing which are required by applicable law.
10.5 The Local alone is responsible for obtaining appropriate insurance for their Adventures. Locals are responsible for reviewing any insurance policies obtained and understanding relevant exclusions, deductibles and scope of coverage in respect of yourself and the Explorers participating in your Adventure.
10.6 All listed Adventures must at all times meet the Quality Standards set out for Adventures (“Quality Standards”). The Company reserves the right to decide, in its sole discretion, whether an Adventure meets the standards and has the discretion to remove, cancel or otherwise terminate an Adventure that it deems does not comply.
10.7 Where applicable Locals must inform and fully educate Explorers about any risks inherent in the Adventure, any requirements for participation, and all other information that they may require to participate safely in the Adventure. This may include but is not limited to requirements such as skill levels, fitness levels, dress codes, equipment, certifications or licenses required.
10.8 You represent and warrant that you understand and comply with all laws, rules and regulations that may apply to your Adventure and that you will obtain any and all required licenses, permits or registrations prior to providing your Adventure.
10.9 You agree to provide Adventures in person and not to allow third parties to provide Adventures on your behalf unless authorized by the Company.
10.10 The Company will collect the Adventure Fee owed to you at the time an Explorer books the Adventure. To receive the money owed to you for the Adventure (“Payout”) you must have valid financial credentials or banking information linked to your Yervana account through STRIPE. The Company will initiate payment to you at the later of (a) 48 hours after the completion of the Adventure; or (b) 6 days after the Explorer books the Adventure.
10.11 If you cancel a confirmed booking the Company will provide the Explorer a full refund of the Complete Fees (as defined below) within a commercially reasonable time of the cancellation, unless the Company decides to take an alternate course of action pursuant to these Terms and the Company’s Policies.
10.12 As a Local, if you cancel an Adventure, you agree that the Company may collect any cancellation fees imposed, per the Cancellation Policy, and treat your cancellation as authorization to collect such fees.
10.13 If the Company cancels an Adventure pursuant to these Terms or its Policies, including for Exceptional Circumstances (as defined in the Cancellation Policy, you agree that the Company is not liable for such cancellation or refunds, aside from its obligations to remit refunds or payouts pursuant to these Terms and the Cancellation Policy.
10.14 If an Explorer cancels an Adventure and the Company determines it is necessary to cancel the Adventure pursuant to these Terms or its Policies, including for Exceptional Circumstances, and issues a refund to the Explorer in accordance with such Terms or Policies, you agree that in the event you have already been paid, the Company will be entitled to recover the amount of the refund from you, including by offsetting such amount from future Payouts.
10.15 If you owe additional amounts to the Company due to Variations (as defined below), you agree that the Company may collect such amounts by further deducting them from the Adventure Fee or by offsetting such amounts against future Payouts if your Payout for the Adventure has already been completed.
11. Terms for Explorers
11.1 Subject to meeting any requirements set by the Local, Explorers can book an Adventure via the Services by following the booking process. All applicable fees, including the Adventure Fee and any applicable taxes (“Complete Fees”) will be presented to you prior to booking. When you proceed to book an Adventure you are agreeing to pay the Complete Fees.
11.2 Upon receipt of a booking confirmation from the Company, a legally binding agreement is formed between you and the Local, subject to any additional terms and conditions of the Local that may apply.
11.3 The Company will collect payment at the time you book an Adventure.
11.4 If you book an Adventure on behalf of multiple Explorers you are required to ensure that every additional Explorer meets the requirements set by the Local and is made aware of, and accepts these Terms and any other terms and conditions, and rules or restrictions that may apply to the Adventure. You represent and warrant that any additional Explorers have reviewed and agreed to these Terms before participating in the Adventure and you represent and warrant that you will only bring people to an Adventure if they are accounted for in your booking. If you are booking for a minor, you represent and warrant that you are legally authorized to act on their behalf.
11.5 You are responsible to review the description of any Adventure that you intend to book to ensure you and any Explorers you book for meet the requirements of the Adventure.
11.6 You agree to inform the Local prior to booking an Adventure of any medical or physical conditions or circumstances that may impact your, or any additional Explorers’, ability to participate safely in that Adventure.
11.7 You are responsible for identifying and complying with all laws, rules and regulations that are applicable to your participation in any Adventure you book. You agree to abide by the Local’s rules and instructions at all times.
11.8 You authorize the Company to charge you the Adventure Fee for any booking requested in connection with your Yervana account through STRIPE and in the manner agreed upon. The Adventure Fee will be collected when you book the Adventure. Any additional fees which may apply will be displayed via the Services prior to submitting a booking request. You agree to pay all such fees and authorize the Company to collect them in the agreed upon manner by proceeding with the booking at checkout.
11.9 Once the payment transaction for your booking is completed you will receive a confirmation e-mail.
11.10 The Company is not responsible for any fees that your third-party payment service provider may impose when the Company charges you for the Adventure and the Company disclaims all liability in this regard.
11.11 If you cancel an Adventure the Company will refund the Complete Fees pursuant to the Cancellation Policy, these Terms and its Policies. If required pursuant to the Cancellation Policy the Company will initiate a payout to the Local.
11.12 If the Company cancels an Adventure pursuant to these Terms or its Policies, including for Exceptional Circumstances, you agree that the Company is not liable for such cancellation or refunds, aside from its obligations to remit refunds or payouts pursuant to these Terms and its Policies.
11.13 If you owe additional amounts due to Variations, you agree that the Company may collect such amounts by charging the same financial instrument used to make your booking.
12.1 All Adventures and bookings are subject to the Cancellation Policy. Locals and Explorers are responsible for any variations to a booking (“Variations”) and agree to pay any costs associated with such Variations.
12.2 The Company will provide refunds in accordance with the Cancellation Policy which may include consideration of Exceptional Circumstances as defined in the Cancellation Policy. The Company reserves the right, in its sole discretion, to cancel an Adventure and make a refund or payout decision, including for any of the reasons set out in these Terms, or if it believes in good faith that it is necessary to avoid significant harm to the Company, registered users, third parties or property.
13. Ratings and Reviews
13.1 Upon the completion of an Adventure, Explorers and Locals can leave public reviews (“Reviews”) and submit ratings (“Ratings”) about one another. Ratings and Reviews reflect the opinions of the individuals who provide them and do not reflect the opinions of the Company.
13.2 The Company does not verify Ratings and Reviews for accuracy.
13.3 Explorers and Locals agree that Ratings and Reviews will be honest, fair, truthful and factual and will not contain offensive, defamatory or discriminatory language.
13.4 Ratings and Reviews must comply with these Terms and the Content Standards as applicable.
14.1 You may terminate this Agreement at any time by cancelling your account. If you are a Local and cancel, any confirmed bookings will automatically be cancelled and Explorers will receive a full refund. If you are an Explorer and cancel, any confirmed bookings will automatically be cancelled and your refund will depend upon the Cancellation Policy.
14.2 The Company may, at its sole discretion, terminate or suspend your account and bar access to the Services immediately, without prior notice or liability, for any of the following:
14.2.1 a breach of these Terms, the Company’s Policies, applicable laws or regulations, or third party rights;
14.2.2 if the Company believes in good faith that such action is reasonably necessary to protect the personal safety or property of the Company, any registered users or third parties or for fraud prevention, risk assessment or security purposes;
14.2.3 if you receive consistently poor ratings from Locals or Explorers;
14.2.5 if you have provided inaccurate, fraudulent, outdated or incomplete information regarding a financial instrument.
14.3 In any of the circumstances set forth in 14.2 above, the Company also reserves the right, in its sole discretion, to:
14.3.1 remove any User Content;
14.3.2 take any action with respect to any User Content that it deems necessary or appropriate if it believes that such User Content violates these Terms, including the Content Standards, or infringes any intellectual property right or other right of the Company or any third party, or if it threatens the personal safety of other users of the Services or the public, or if it could create liability for the Company;
14.3.3 disclose user identities when required to do so by applicable law, including in response to a law enforcement request supported by a valid court order;
14.3.4 cancel any pending or confirmed bookings and refuse to surface further listings; and
14.3.5 limit your access to or use of the Services.
In the case of non-material breaches, if appropriate, you will be given notice of the breach and an opportunity to resolve the problem to the reasonable satisfaction of the Company.
14.4 If the Company takes any of the measures set forth in 14.3 above Explorers may be refunded in full for Adventures that have been cancelled, regardless of the Cancellation Policy, and Locals may not be entitled to any compensation.
14.5 The Company may terminate this Agreement for convenience and without cause or reason at any time by giving you 5 days’ notice.
14.6 If your account is suspended or terminated by the Company you may not restore your account, register a new account, or access the Services via another registered user’s account.
14.7 All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual property provisions, warranty disclaimers, indemnity, and limitations of liability.
15.1 You agree to release, defend, indemnify, and hold harmless the Company, its affiliates and its licensees and licensors, and their respective employees, contractors, agents, officers, directors, and suppliers, to the greatest extent allowed by law, from and against any and all claims, damages, obligations, losses, liabilities, judgements, awards, costs and expenses (including but not limited to reasonable legal fees), resulting from or arising out of a) improper use of and access to the Services, by you or any person using your account and password; b) a breach of these Terms and/or Company Policies; c) any claim or allegation that your User Content infringes the intellectual property or other proprietary rights of any third party; d) your interaction with any registered user participating in an Adventure, including without limitation injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction or participation; or e) your breach of any laws, regulations or third party rights.
16. Limitation of Liability
16.1 YOU ACKNOWLEDGE AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES, ALL CONTENT, THE PAYMENT SERVICES, YOUR PUBLISHING OR BOOKING OF ANY LISTING OR YOUR PARTICIPATION OR INVOLVEMENT IN ANY ADVENTURE OR ANY OTHER INTERACTION YOU HAVE WITH ANY REGISTERED USER WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER THE COMPANY NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, NOR ANY OTHER PARTY INVOLVED, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, SERVICE INTERRUPTION, MOBILE DEVICE DAMAGE, SYSTEM FAILURE OR OTHER INTANGIBLE LOSSES, OR FOR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES OR FOR DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) THESE TERMS; (B) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES, ALL CONTENT OR PAYMENT SERVICES; (C) ANY CONDUCT OR CONTENT OF ANY THIRD-PARTY ON THE APPLICATION OR WEBSITE; (D) ANY CONTENT OBTAINED FROM THE SERVICES; (E) FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER REGISTERED USERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT OR MEET WITH AS A RESULT OF YOUR USE OF THE SERVICES; (F) FROM YOUR PUBLISHING OR BOOKING OF AN ADVENTURE, INCLUDING THE PROVISION OF AND PARTICIPATION IN AN ADVENTURE; OR (G) YOUR UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR USER CONTENT, IN ALL CASES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
16.2 EXCEPT FOR THE COMPANY’S OBLIGATION TO PAY AMOUNTS APPLICABLE TO LOCALS IN ACCORDANCE WITH THESE TERMS, IN NO EVENT WILL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICES, ALL CONTENT OR THE PAYMENT SERVICES, OR FROM YOUR INABILITY TO USE OR ACCESS THE SERVICES, OR IN CONNECTION WITH YOUR INVOLVEMENT IN ANY ADVENTURE OR INTERACTION WITH ANY REGISTERED USER OR OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT OR MEET WITH AS A RESULT OF YOUR USE OF THE SERVICES, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE, OR IF YOU ARE A LOCAL THE AMOUNT YOU HAVE BEEN PAID FOR BOOKINGS, IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR CAD $100 IF NO SUCH PAYMENTS HAVE BEEN MADE.
16.3 THE FOREGOING LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH ARE FUNDAMENTAL AND FORM THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.
17. General Disclaimer
17.1 Your use of the Services, All Content and the Payment Services is voluntary and at your sole risk. The Services, All Content and Payment Services are provided on an “AS IS” and “AS AVAILABLE” basis, without any warranty of any kind, express or implied. Without limiting the foregoing, the Company explicitly disclaims any warranties of merchantability, safety, satisfactory quality, fitness for a particular purpose, quiet enjoyment, non-infringement, tax-exempt status or tax deductibility, and any warranties arising out of course of dealing or usage or trade, to the fullest extent permitted by applicable law. The Company explicitly disclaims liability for any act or omission of any registered user or other third party and does not have any obligations or duties as an agent for anyone except as expressly set out in these Terms. Any additional duties or obligations that may be implied by law are expressly excluded.
17.2 The Company does not warrant that a) the Services will function uninterrupted, secure, or available at any particular time or location; b) any errors or defects will be corrected; c) the Services are free of viruses or other harmful components; or d) the results of using the Services will meet your requirements.
17.3 You agree that you have had every opportunity necessary to investigate the Services, laws, rules and regulations that may be applicable to your listing, Adventure or booking and that you are not relying on any statement of law or fact made by the Company.
17.4 If the Company chooses to conduct verification or background checks, to the extent permitted by law, the Company disclaims warranties of any kind, either express or implied, that these checks will identify prior misconduct of any individual or that it will guarantee that such individual will not engage in misconduct in the future.
17.5 You are solely responsible for all of your communications and interactions arranged through the Services. You understand that the Company does not make attempts to verify statements of users of the Services and has no obligation to review listings, Adventures, Locals, Explorers or any other party with whom you may interact. The Company makes no representations or warranties as to the conduct of users or of quality or safety of Adventures. The Company explicitly disclaims all liability for any act or omission of any Explorer, Local or any person related to any Adventure, listing or booking.
17.6 You acknowledge and agree that Adventures may carry inherent risk and by participating in Adventures you freely, willfully and voluntarily assume the entire risk arising out of your access to and use of the Services or participation or involvement in Adventures and any contact you have with Explorers, Locals or any third parties that arise from your use of the Services, whether in person or online, which may include but is not limited to risk of illness, bodily injury, disability or death. You assume full responsibility for the choices you make before, during and after an Adventure. You acknowledge that the Company is not responsible for the Adventures provided by Locals, and that it has no right to and does not control, direct or supervise Locals, Explorers or third parties who may be in attendance. The Company does not create or deliver Adventures or listings.
17.7 You release the Company from any and all liability, damages or loss, whether economic or non-economic, of any type or character, arising out of or in connection with the Services, Adventures, listings or your participation in any Adventure, whether based on warranty, contract or tort (including negligence), product liability or any other legal theory, to the maximum extent permitted by law.
17.8 If you bring a minor you are solely responsible for the supervision of that minor throughout the duration of the Adventure and to maximum extent permitted by law you agree to release and hold harmless the Company from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Adventure or in any way related to that Adventure.
17.9 The foregoing disclaimers apply to the maximum extent permitted by law.
18.1 Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. Notwithstanding the foregoing, the above exclusions and limitations of liability are intended to apply to you to the greatest extent allowed by law.
19. Governing Law
19.1 These Terms will be governed and construed in accordance with the laws of the Beautiful Province of British Columbia, Canada and the federal laws of Canada applicable therein, without regard to its conflict of law provisions.
20. Arbitration Clause
20.1 Any action, claim, demand, or other dispute in law or equity, under common law, statute, or contract, arising out of the use of the Services, will be conducted through binding, non-appealable arbitration which will occur in Vancouver, British Columbia, Canada. Any such arbitration will be conducted and administered under the International Centre for Dispute Resolution Canada (ICDR Canada) (including, without limitation, the Supplementary Procedures for Consumer-Related Disputes, if applicable), with any award rendered by an arbitrator subject to being entered in any court having jurisdiction.
21. Waiver of Right to Trial and Class Action
21.1 BY AGREEING TO ARBITRATION, YOU SPECIFICALLY WAIVE THE RIGHT TO HAVE ANY ACTION, CLAIM, DEMAND OR OTHER DISPUTE IN LAW OR EQUITY, UNDER COMMON LAW, STATUTE OR CONTRACT, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES RESOLVED BY WAY OF BENCH OR JURY TRIAL.
21.2 ANY CLAIM DEMAND OR OTHER DISPUTE IN LAW OR EQUITY, UNDER COMMON LAW, STATUTE OR CONTRACT THAT YOU MAY HAVE AGAINST THE COMPANY, ITS SUBSIDIARIES, AFFILIATES AND ITS LICENSORS WILL NOT BE CONSOLIDATED WITH ANY CLAIM OF ANY OTHER PARTY WHETHER THROUGH CLASS ACTION PROCEEDINGS, CLASS ARBITRATION PROCEEDINGS OR OTHERWISE.
22. Waiver and Severability
22.1 The Company’s failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions of these Terms will remain and continue in full force and effect.
23. Entire Agreement
23.1 Except as they may be supplemented by additional terms and conditions, Policies, guidelines or standards, these Terms constitute the entire agreement between you and the Company and govern your use of the Services, and supersede and replace any prior agreements that might have been in place between you and the Company regarding the Services, including but not limited to any prior versions of these Terms.
24. No Partnership
24.1 You agree and acknowledge that your relationship with the Company is limited to being a user of the Services and an independent third-party contractor and that no joint venture, partnership, employment or agency relationship exists between you and the Company as a result of this Agreement or your use of the Services. You act exclusively on your own behalf and for your own benefit and not on behalf of or for the benefit of the Company. The Company will not control and has no right to control your listing or Adventure or any details in connection thereto. You acknowledge and agree that you alone are responsible for listings you post, Adventures you host and anything offline associated with your Adventure.
25. No Assignment
25.1 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without the Company’s written consent. The Company may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder at its sole discretion by providing you with notice of the assignment.
26.1 Unless specified otherwise, any notices or communications to registered users required under this Agreement will be in writing and sent via e-mail, and/or the Services’ messaging and notifications platform.
27. Changes to Terms
27.1 The Company reserves the right, at its sole discretion, to modify or replace these Terms at any time, including without limitation, any information, names, text, software, images, pictures, logos, trade-marks, functionalities, Services and any other material displayed on, offered through or contained on the Website or Application from time to time.
27.2 If a revision is material, which is to be determined by the Company at its sole discretion, the Company will provide at least 30 days’ notice on the Website or Application prior to any new terms taking effect. Your continued access to or use of the Services after any revisions become effective, will mean that you accept and agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services and should refrain from doing so.
If you have any questions about these Terms, please contact the Company.
By Email: email@example.com