User Agreement
This User Agreement (“Agreement”) is a binding agreementbetween you (“User”, “you” or “your”) (both Clients and Locals, asdefined below, are “Users”) and Find the Origin Inc. (“Company”,“we” or “us”). This Agreement governs your use of the Company application on a mobiledevice or the Company website, including without limitation, electronic communicationsand information provided by Company to potential Locals and Clients in relationto the Services, hereinafter collectively referred to as the “Platform”). The Platform is licensed,not sold, to you.
The Platform is a web-based communications platform which enables connections between “Clients” Section 6) and local users (individually a “Local,” collectively “Locals”). Company allows Clients to discover outdoor activities, learn about activities and select a Local based on characteristics that matter most to them. Company allows Locals to increase their online presence and connect with Clients. If a Client agrees on the terms of an outing with Local, that Client and such Local form an OutingAgreement directly between the two as set forth in Section 6 below.
BY USING THE PLATFORM, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PLATFORM AND DELETE IT FROM YOUR DEVICE.
1. License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to:
1.1 download, install and/or use the Platform for your personal, non-commercial use on a device owned or otherwise controlled by you (“Device”) strictly in accordance with the Platform’s documentation; and
1.2 access and use on such Device the Content and Services (as defined in Section 5) made available in or otherwise accessible through the Platform, in accordance with this Agreement and the terms of use applicable to the Services as set forth in Section 5.
2. License Restrictions. User shall not:
2.1 copy any part of the Platform, except as expressly permitted by this license;
2.2 modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, or the Platform;
2.3 reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;
2.4 remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;
2.5 rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, or any features or functionality of the Platform, to any third party for any reason, including by making the Platform available on a network where it is capable of being accessed by more than one device at any time;
2.6 remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform; or
2.7 use any part of the Platform in violation of any applicable laws, regulations or rules.
3. Reservation of Rights. You acknowledge and agree that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform under this Agreement, or any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
4. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Platform, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Platform. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Platform or certain of its features or functionality, and the Platform may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Platform is subject to our https://exploreorigin.com/en/infos/privacy. By downloading, installing, using, and providing information to or through this Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
5. Content and Services. The Platform may provide you with access to Company’s website located at www.exploreorigin.com (the "Website") and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Platform may be hosted on the Website (collectively, "Content and Services"). Your access to and use of such Content and Services are governed by the https://exploreorigin.com/en/infos/privacy and any additional terms of use which will be posted on the Website or otherwise through the Platform, which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such terms and Privacy Policy and/or to register with the Website (or third parties such as a payment processing gateway), and your failure to do so may restrict you from accessing or using certain or all of the Platform's features and functionality. Any violation of such terms will also be deemed a violation of this Agreement.
5.1 Services Company Provides. The Platform only enables connections between Clients and Locals for the fulfillment of certain Outings as agreed to between the Client and Local. Company is not responsible for the performance or communications between Clients and Locals, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Outings arranged between Clients and Locals, nor the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Clients or Locals, or of any ratings provided by Clients or Locals with respect to each other. Company makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the services requested or services provided by, or the communications of or between, Clients and Locals identified through the Platform, whether in public, private, or offline interactions or otherwise.
(a) Access and Use of Company Services. To access the Platform or some of the Content and Services, you may be asked to provide certain registration details or other information and sign up for a user account using the available interfaces on the Platform. It is a condition of your use of the Platform that all the information you provide on the Website or through the Platform is correct, current, and complete. If you choose, or are provided with, a username, password, or any other information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Website, the Platform, or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.
5.2 No Responsibility, Endorsement or Guarantee for Locals. Company does not deliver, and is not responsible for the advice or services of any Local. Locals are not employees or agents of Company and Company is not an agent of any Local. Company does not sponsor, endorse, recommend or approve any Local who offers Services through the Platform. While we try to confirm that Locals meet certain requirements, we cannot and do not represent or warrant that any Local is licensed, qualified, insured or capable of performing any service. Company is not responsible for any action or inaction of any Local. Reference to any products, services or other information by trademark, manufacturer, supplier or otherwise does not constitute or imply an endorsement, sponsorship or recommendation by Company. We do not guarantee that the Content and Services will match a Client’s needs with a Local or that there are Locals in a Client’s area that are capable of and willing to meet a Client’s service needs. Company makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the Outings requested or services provided by, or the communications of or between Users identified through the Platform, where in public, private, or offline interactions or otherwise. When you work with a User, your rights may be governed by a separate contract with the User and by applicable federal, state and local laws.
5.3 Interactive Features; Prohibited Uses. The Platform may contain profiles, calendaring systems, blogs, message boards, reviews, ratings, chat areas, forums, communities and/or other message or communication facilities (“Interactive Features”) that allow Users to post, submit, publish, display, or transmit to other Users content or materials (“User Submissions”). You may only use such Interactive Features to send and receive messages and materials that are relevant and proper to the applicable forum. For the safety and integrity of the Platform, you should not share your personal contact information with other Users outside the Platform. Without Limitation, you may only use the Platform for lawful purposes and in accordance with this Agreement. You agree not to use the Platform:
(a) In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
(b) For the purpose of exploiting, harming, or attempting to exploit or harm Users in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
(c) To send, knowingly receive, upload, download, use, or re-use any material that does not comply with this Agreement.
(d) To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation.
(e) To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
(f) To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm Company or other Users of the Platform or expose them to liability.
(g) To advertise or offer to sell and goods or services for any commercial purpose through the Platform which are not relevant to the Services offered through the Platform.
(h) Post or request an Outing that requires a User to (i) purchase or obtain gift cards or money orders, (ii) provide ridesharing or other peer-to-peer transportation services, or (iii) otherwise engage in activity that is illegal or deemed dangerous, harmful, or otherwise inappropriate by Company in its sole discretion.
(i) To solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to the use of the Platform as set forth herein.
Additionally, you agree not to:
(j) Use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform.
(k) Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
(l) Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.
(m) Use any device, software, or routine that interferes with the proper working of the Platform.
(n) Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
(o) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform or Content is stored, or any server, computer, or database connected to the Platform.
(p) Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
(q) Otherwise attempt to interfere with the proper working of the Platform.
5.4 User Submissions. Any User Submission you post to the Platform will be considered non-confidential and non-proprietary, including but not limited to, information provided on User profiles, comments and messages made on the Platform, or information contained in Adventure Listings. By providing any User Submission on the Platform, you grant Company and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a perpetual, irrevocable, royalty-free, non-exclusive, sublicensable and transferable license to use, copy, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that you own or control all rights in and to such User Submissions and have the right to grant the license granted above to us and our affiliates and services providers, and each of their and our respective licensees, successors, and assigns. You understand and acknowledge that you are responsible for any User Submissions you submit or contribute, and you, not Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Submissions posted by you or any other user of the Platform.
6. Contract between Clients and Locals. You acknowledge and agree that a legally binding service contract (the “Outing Agreement”) is formed when a Client and Local agree on the terms of an outing (“Outing”). Any terms of an Outing Agreement between Local and Client do not expand Company’s obligations or restrict Company’s rights under this Agreement. You agree that Company is not a party to any Outing Agreement and the formation of an Outing Agreement will not, under any circumstance, create an employment or other service relationship between Company and the Client or between Company and the Local, nor will it create an employment relationship between the Client and the Local. Company’s role is restricted solely to acting as a limited payment collection agent for the Local to facilitate payment on behalf of the Local through the Platform in respect of any service they perform such as an Outing. In acting as the limited payment collection agent for particular service on the Platform, Company disclaims any other agency or authority to act on behalf of a Local, and assumes no liability or responsibility for any acts or omissions of the Local, either within or outside of the Platform.
LOCALS ARE INDEPENDENT CONTRACTORS OF CLIENTS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS, OR FRANCHISEES OF COMPANY. COMPANY DOES NOT PERFORM OUTINGS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM OUTINGS. CLIENT HEREBY ACKNOWLEDGES THAT COMPANY DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A LOCAL’S WORK AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND THE OUTINGS IN ANY MATTER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION OR CODE.
7. Billing and Payment. Clients may contract for services directly with Locals through the Platform. Company will not be a party to any contracts for Outings or services. Company is not obligated to pay Local for Client’s failure to pay for the Outings or services. The Client shall pay their Local for Outings through a Payment Processing Provider (“PPP”) as indicated on the Platform at the rates agreed to by the parties in the Outing Agreement. Each User agrees to comply with the Outing Agreement and this Agreement during the engagement, performance and completion of an Outing.
7.1 Payment Details. Users of the Platform may be required register with a Payment Processing Provider. Locals are responsible for setting prices and availability for Outings through the Platform which will be used by a Clients to select and confirm the Outing (a “Confirmation”). Clients will be responsible for paying the fees described in any Confirmation for each Outing which will be comprised of (i) the pricing terms for the Outing agreed and provided by a Local, (ii) the service charge Company assesses as payable for the use of the Platform, variable based on the Outing Payment amount, and (iii) cancellation fees, if applicable (collectively, “Outing Payment”). Locals will be responsible for paying (i) cancellation fees, if applicable, and (ii) repayment of erroneous payments. Outing Payments and fees must be paid through the Platform as indicated on the Platform.
7.2 PPP Registration. Users may be required to register with the Platform and agree to terms of service with a PPP chosen by Company to arrange Outing Payments. Users agree that they have reviewed and agreed to any PPP services agreement, and that Company is not a party to any such agreement and that Company has no obligation, responsibility or liability to any User, or other party under such agreement. To help prevent fraud and safeguard User information from the risk of unauthorized access, Company or the PPP may validate an account before activation. As part of the account validation, a temporary charge may be placed on the account associated with the User and then refunded within 1-3 business days. Due to the difference in PPP and credit card issuer requirements, this temporary charge may vary depending on the estimated value of the Outing.
7.3 Confirmation; Procedure. When a Client or Local receives confirmation through the Platform or via email that an Outing has been accepted or booked, the Client automatically authorizes the PPP to process the fees as described in any Confirmation. Clients may be charged a cancellation fee if an Outing is booked (or accepted) but cancelled before the scheduled time for performance. Company reserves the right (but not the obligation), in its sole discretion, upon request from a User, or upon notice of any fraud, unauthorized charges or other misuse of the Platform, to (i) place a hold on any Outing Payment, or (ii) refund or provide credits, or arrange for the PPP to do so.
7.4 Other Costs; Insurance. All payments and fees, including Outing Payments are exclusive of any transportation, materials, entry, insurance or other fees and all such costs shall be additional at the expense of the Client or Local, as the case may be. At the expense and discretion of the Client or Local, the parties may individually or together procure and maintain insurance coverage for Outings. This section shall not be construed in any manner as restricting or limiting the liability of either party for any obligations imposed under this Agreement (including but not limited to, any provisions requiring a party to indemnify, defend, and hold harmless Company under this Agreement).
8. User Representations and Warranties. You represent and warrant that:
8.1 you are 18 of years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into a binding agreement,
8.2 you have the right, authority, and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide; Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have the authority to act on behalf of that entity and to bind that entity to this Agreement;
8.3 you have read, understand and agree to be bound by this Agreement and the Privacy Policy and any other terms incorporated by reference to this Agreement in order to access and use the Platform;
8.4 you will respect the privacy, property and data protection rights of Users and that you will not record any Outing or any interaction by or with any User and/or Company in connection with the Platform without the prior written consent of Company and/or the relevant User, as applicable;
8.5 you will fulfill the commitments you make to other Users, including paying/receiving payment through the Platform using the PPP, performing the Outings agreed upon as between the Local and Client, communicating clearly and promptly through the Platform and/or responding to invitations promptly, being present and/or available at the time you agree upon with your Local or Client as the case may be, and only utilizing the third party payment processing system specified or approved by Company to make or receive payment for the services provided through the Platform;
8.6 you will act professionally and responsibly in your interactions with other Users;
8.7 when using or accessing the Platform, you will act in accordance with any applicable local, state, national, or international law or custom and in good faith;
8.8 you do not have any motivation, status, or interest which Company may reasonably wish to know about in connection with the Platform, including without limitation, for any investigative, journalistic, or unlawful purpose.
9. Additional General Terms for Locals. If you are a Local, then this section also applies to you.
9.1 Local Application. You must meet the minimum requirements as set by Company to apply to be listed with the Platform as a Local, which requirements Company may change or modify in its sole discretion from time to time. Users may apply to become a Local by submitting a completed application https://www.info.exploreorigin.com/local to Company. Company has the right to restrict anyone from completing registration as a Local if Company believes such person may threaten the safety and integrity of the Platform, or if, in Company’s sole and absolute discretion, such restriction is necessary to address any other reasonable business concern.
9.2 Licenses; Training; Right to Work. As a Local, you represent that you hold and will maintain all licenses, permits and/or certifications necessary to provide the services including the Outing, and will provide copies of such licenses, permits and/or certifications to Company upon request. You represent that you are qualified and competent to render the Outing. Company will not provide training or instruction to you regarding provision of such Outings. Company shall not control the manner or means by which you perform the services and Outings, including but not limited to, the times you are available to perform the Outing or the locations at which you will perform the Outings. You represent and warrant that you will provide high-quality services to your Clients, and will only offer and provide the services for which you have the necessary skills and expertise, and you will provide the services safely and in accordance with all applicable laws, and that you have the legal right to work I the country in which you are performing Outings.
9.3 Response Times. You agree that, if you receive a Client’s request for a Local to provide an Outing, you will respond to the Client as soon as possible but in any event within 24 hours. If you do not timely respond to such a request, Company reserves the right to send the Outing to another Local and to terminate your ability to respond to the Outing request.
9.4 Information Requests. You agree to comply with Company’s information requests from time to time in connection with the Services, including providing information to be used by Company to make any assessments and to confirm status if you have been connected to a Client through the Platform.
9.5 Taxes. You agree to be properly registered to collect sales, use, excise and other taxes, duties, and other governmental assessments in connection with your services ("Taxes"). You acknowledge and agree that you are responsible for collecting, withholding, remitting and reporting all applicable Taxes on the provision of your services to Clients. You agree that you, and not Company, are solely responsible for all matters related to Taxes.
9.6 Information Regarding Clients. Company may provide you with certain personal information relating to individuals that are seeking services or Outings. You may not rent, sell or otherwise provide this information to others without such individual’s consent or as required to provide your services to such individual. You may not use, or attempt to use, this information in a manner that would violate this Agreement or for any purpose not intended by Company.
10. Geographic Restrictions. The Content and Services are based in the state of Colorado in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or portions of the Content and Services outside of the United States, and that access to Content and Services may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.
11. Platform Updates. Company may from time to time in its sole discretion develop and provide Platform updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either:
11.1 the Platform will automatically download and install all available Updates; or
11.2 you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Platform or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Platform and be subject to all terms and conditions of this Agreement.
12. Third-Party Materials. The Platform may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
13.1 The term of Agreement commences when you download the Platform and will continue in effect until terminated by you or Company as set forth in this Section 13.
13.2 You may terminate this Agreement by deleting the Platform and all copies thereof from your Device.
13.3 Company may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
13.4 Upon Termination:
(a) all rights granted to you under this Agreement will also terminate; and
(b) you must cease all use of the Platform and delete all copies of the Platform from your Device and account.
13.5 Termination will not limit any of Company’s rights or remedies at law or in equity.
14. User Disputes. We understand that occasionally disputes may arise between or among our Users. In the event a dispute initiated by either a Client or a Local cannot be resolved independently, you hereby agree at Company’s request, to participate with good faith, to the extent you are reasonably able to do so, in a neutral resolution, mediation, or arbitration process conducted by Company or a neutral third-party mediator or arbitrator selected by Company. Notwithstanding the foregoing, you agree that Company is under no obligation to become involved or impose resolution in any dispute between or among Users or any third party.
15. Classification and Withholding. As set forth in Section 6, Company does not perform Outings and does not employ individuals to perform Outings. If a Local, you indemnify and hold Company harmless, and fully release Company, from all liabilities, claims, causes of action, damages, demands, losses, fines, penalties, or other costs or expenses that Company may incur or become entitled to, whether under contract, common law, civil law, statute or otherwise, in respect of Outings or Outing Agreements or the use of the Platform, including with respect to misclassification of Locals and the termination or cessation of any Outing, Outing Agreements, this Agreement or the use of the Platform.
15.1 Users do not have authority to enter into written or oral (where implied or express) contracts on behalf of Company. Each User acknowledges and agrees that Company does not, in any way, supervise, scope, direct, control or monitor a Local’s work or Outings performed in any manner. Company does not set a Local’s work hours or location of work. Company will not provide any equipment, tools, labor or materials needed for a particular Outing. Company does not provide supervision to Users.
15.2 Company is not an employment agency service or business and Company is not an employer of any User. As such, Company is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with a User’s use of the Platform. Locals acknowledge and confirm that they are responsible for exercising their own business judgement in entering into Outing Agreements and performing Outings. This section in no way limits the generality of Section 16 and Section 17.
16. Assumption of Risk; Disclaimer; Releases;
16.1 Voluntary Assumption of the Risk. I AM AWARE AND UNDERSTAND THAT THE ACTIVITIES CONTEMPLATED IN OUTINGS MAY BE DANGEROUS ACTIVITIES AND INVOLVE THE RISK OF SERIOUS INJURY AND/OR DEATH AND/OR PROPERTY DAMAGE. USERS ACKNOWLEDGE THAT ANY INJURIES SUSTAINED MAY BE COMPOUNDED BY NEGLIGENT EMERGENCY RESPONSE OR RESCUE OPERATIONS BY THIRD PARTIES. USERS ACKNOWLEDGE THAT BY VOLUNTARILY PARTICIPATING IN THE ACTIVITIES WITH KNOWLEDGE OF THE DANGER INVOLVED THE USER HEREBY AGREES TO ACCEPT AND ASSUME ANY AND ALL RISKS OF INJURY, DEATH, OR PROPERTY DAMAGE.
YOU AGREE THAT ALL SUCH RISKS, DANGERS, AND HAZARDS, WHETHER KNOWN OR UNKNOWN, ARE YOUR SOLE RESPONSIBILITY AND YOU ASSUME ALL RELATED RISKS.
16.2 Disclaimer. THE PLATFORM AND COMPANY CONTENT AND SERVICES ARE PROVIDED TO USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
The quality of services requested through the Platform and use of the Services is entirely the responsibility of the Local that provides the Outing to the Client. Company under no circumstances accepts liability in connection with and/or arising from the services provided by the Local or any acts, action, behavior, conduct, and/or negligence on the part of the Local, and Client hereby releases Company from all liability and claims arising from the foregoing. Any complaints about the services provided by the Local should therefore be submitted to the Local.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
(a) Definitions.
(i) “Claims” means collectively, and without limitation, any and all claims, injuries, demands, liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys’ fees, whether incurred pre-litigation, pre-trial, at trial, on appeal, or otherwise), damages of any kind whatsoever (including consequential, compensatory, or punitive damages), or losses (whether known, unknown, asserted, unasserted, fixed, conditional, or contingent) that arise from or relate to (i) any of the products purchased from Wheels Labs through this Site, including any of the related information and/or (ii) your use of any of the foregoing.
(ii) “Released Persons” means, collectively, Company and all of its owners, managers, affiliates, employees, agents, representatives, successors, and assigns.
17. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR THE CONTENT AND SERVICES FOR:
17.1 PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
17.2 DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE PLATFORM.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
18. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Platform or your breach of this Agreement, including but not limited to the content you submit or make available through this Platform.
19.1 Binding Arbitration. Any dispute, controversy, or claim arising out of or related to this Agreement or any breach or termination of this Agreement, including the provision of services by you to Company, shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules in effect at the time the arbitration is initiated. Any arbitral award determination shall be final and binding upon the Parties.
19.2 Individual Basis. Arbitration shall proceed only on an individual basis. The Parties waive the right to assert, participate in, or receive money or any other relief from any class, collective, or representative proceeding. Each party shall only submit their own individual claims against the other and will not seek to represent the interests of any other person. Notwithstanding anything to the contrary in the JAMS Streamlined Arbitration Procedure Rules in effect at the time the arbitration is initiated, no arbitrator shall have jurisdiction or authority to compel any class or collective claim, to consolidate different arbitration proceedings, or to join any other party to an arbitration between the Parties.
20. Notices. Company may, in its sole discretion, provide any notices to you in connection with this Agreement through the Platform or by email at then-current email address for you on file with Company. You may provide notices to Company by email at: [email protected]. Company may change its notice contact information from time to time by posting updated contact details on the Website or through the Platform.
21. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable.
22. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in Boulder County, Colorado. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
23. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
24. Entire Agreement. This Agreement and our Privacy Policy constitute the entire agreement between you and Company with respect to the Platform and Website and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Platform.
25. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.