AGREEMENT BETWEEN USERS AND ROOM2CARE
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING LEGAL RIGHTS AND OBLIGATIONS.
THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH PROVIDERS (DEFINED BELOW) MAY CREATE LISTINGS (DEFINED BELOW) FOR CARE AND LODGING. CUSTOMERS UNDERSTAND AND AGREE THAT ROOM2CARE (where Room2Care is the platform) IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN PROVIDERS AND CUSTOMERS, NOR IS ROOM2CARE AN AGENT OR INSURER. ROOM2CARE HAS NO CONTROL OVER THE CONDUCT OF USERS OF THE SITE, APPLICATIONS, OR SERVICES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
“PROVIDER” means a member who creates a listing via the site, application, or service.
“LISTING” means a product or that is offered by a provider via the site, application, or service.
PROVIDERS AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF A PROVIDER DOES NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, THEY MAY NOT PARTICIPATE IN ROOM2CARE’S SERVICE.
Room2Care reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or via the Application or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.
The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older.
HOW THE SERVICE WORKS
The Site, Application and Services can be used to facilitate the listing and booking of [property for Room2care. Customers may view listings as an unregistered visitor to the Site, Application and Services; however, if you wish to book or create a listing, you must first register and create an account.
Room2Care makes available an online platform in which providers and customers interested in [booking of property] may be in direct contact. Room2Care is not an owner or operator of properties, nor is it a provider of properties/. Room2Care does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control properties, including, but not limited to, hotel rooms, motel rooms, other lodgings or accommodations or transportation or travel services. Unless explicitly specified otherwise in the platform, Room2Care’s responsibilities are limited to: (i) facilitating the availability of the Site, Application and Services and (ii) serving as the limited payment collection agent of each provider for the purpose of accepting payments from customers on behalf of the provider.
PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE PROVIDERS AND CUSTOMERS CONNECTING AND BOOKING ACCOMMODATIONS DIRECTLY WITH EACH OTHER. Room2Care CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY, OR SUITABILITY OF ANY ACCOMMODATIONS. Room2Care IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND ACCOMMODATIONS. ACCORDINGLY, ANY BOOKINGS WILL BE MADE AT THE CUSTOMER’S OWN RISK.
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In order to be featured in listings via the Site, Application and Services, all accommodations must have valid physical addresses. Listings will be made publicly available via the Site, Application and Services. Customers will be able to book accommodations via the Site, Application and Services based upon the information provided in the listing. Providers may not request the customer to pay a higher price than in the booking request.
If a customer uses a provider’s accommodation, any agreement entered into between the customer and the provider is exclusively between them and Room2Care is not a party thereto. Notwithstanding the foregoing, Room2Care Payments serves as the limited authorized payment collection agent of the provider for the purpose of accepting, on behalf of the provider, payments from customers of such amounts stipulated by the provider (including cleaning or other fees and/or Taxes).
Room2Care does not endorse any provider or any accommodation. Verified Images are intended only to indicate a photographic representation of the accommodation at the time the photograph was taken. Verified Images are therefore not an endorsement by Room2Care of any provider or any accommodation. Providers are required by these Terms to provide accurate information, and although Room2Care may undertake additional checks and processes designed to help verify or check the identities or backgrounds of users, we do not make any representations about, confirm, or endorse any provider or the provider’s purported identity or background.
Any references in the Site, Application or Services to a provider being “verified” or “connected” (or similar language) only indicate that the provider has completed a relevant verification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Room2Care about any provider, including of the provider’s identity and whether the provider is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for the customer to evaluate when making decisions about the identity and suitability of others whom you contact or interact with via the Site, Application and Services. We therefore recommend that you always exercise due diligence and care when deciding to do business with a certain provider, or to have any other interaction with any other provider.
By using the Site, Application or Services, customers agree that any legal remedy or liability that you seek to obtain for actions or omissions of other providers or other third parties will be limited to a claim against the particular providers or other third parties who caused harm. Customers agree not to attempt to impose liability on or seek any legal remedy from Room2Care with respect to such actions or omissions. Accordingly, we encourage customers to communicate directly with other providers on the Site and Services regarding any listings made. This limitation shall not apply to any claim by a provider against Room2Care regarding the remittance of payments received from a customer by Room2Care on behalf of a provider, which instead shall be subject to the limitations described in the section below entitled “Limitation of Liability.”
BOOKING AND FINANCIAL TERMS FOR CUSTOMERS
The provider, not Room2Care, are solely responsible for honoring any confirmed bookings and making available any accommodations reserved through the Site, Application and Services. If customers choose to enter into a transaction with a provider for the booking of an accommodation, they agree and understand that they will be required to enter into an agreement with the provider and agree to accept any terms, conditions, rules and restrictions associated with such accommodation imposed by the provider. Customers acknowledge and agree that you, and not Room2Care, will be responsible for performing the obligations of any such agreements, that Room2Care is not a party to such agreements, and that, with the exception of its payment obligations hereunder, Room2Care disclaims all liability arising from or related to any such agreements. Customers acknowledge and agree that, notwithstanding the fact that Room2Care is not a party to the agreement between you and the provider, Room2Care payments acts as the provider’s payment collection agent for the limited purpose of accepting payments from customers on behalf of the provider. Upon your payment of the Total Fees to Room2Care, your payment obligation to the provider for the accommodation fees is extinguished, and Room2Care payments is responsible for remitting the accommodation fees in the manner described in these Terms. In the event that Room2Care does not remit any such amounts as described in these Terms, such provider will have recourse only against such Room2Care entity.
The Total Fees payable will be displayed to a customer before the customer sends a booking request to a provider. As noted above, the provider is required to either confirm or reject the booking request within the booking request period, otherwise the requested booking will be automatically cancelled. If a requested booking is cancelled (i.e. not confirmed by the applicable provider), any amounts collected by Room2Care Payments will be refunded to such customer, depending on the selections the customer makes via the Site and Application, and any pre-authorization of such customer’s credit card will be released, if applicable.
Customers agree to pay Room2Care for the Total Fees for any booking requested in connection with your Room2Care account if such requested bookings are confirmed by the applicable provider. In order to establish a booking pending the applicable provider’s confirmation of your requested booking, you understand and agree that Room2Care, on behalf of the provider, reserves the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card for the Total Fees or (ii) charge your credit card a nominal amount, not to exceed one dollar ($1), or a similar sum in the currency in which you are transacting (e.g. one euro or one British pound), to verify your credit card. Once Room2Care receives confirmation of your booking from the applicable provider, Room2Care payments will collect the Total Fees in accordance with these Terms and the pricing terms set forth in the applicable listing. Room2Care cannot control any fees that may be charged to a provider by his or her bank related to Room2Care’s collection of the total fees, and Room2Care disclaims all liability in this regard.
Providers may choose to include security deposits in their listings (“Security Deposits”). Each listing will describe whether a Security Deposit is required for the applicable accommodation. If a Security Deposit is included in a listing for a confirmed booking of an accommodation, Room2Care will, in its capacity as the payment collection agent of the provider, use its commercially reasonable efforts to obtain a pre-authorization of the customer’s credit card in the amount the provider determines for the Security Deposit within a reasonable time. Room2Care will also use its commercially reasonable efforts to address providers’ requests and claims related to Security Deposits, but Room2Care is not responsible for administering or accepting any claims by providers related to Security Deposits, and disclaims any and all liability in this regard.
In consideration for the use of Room2Care’s online marketplace and platform, Room2Care charges the Service Fees. Where applicable, taxes may also be charged. Room2Care deducts the fees from the accommodation price before remitting the balance to the provider as described in these Terms.
Balances will be remitted by Room2Care to providers via check, PayPal, direct deposit or other payment methods described on the Site or via the Application, in the provider’s currency of choice, depending upon the selections the provider makes via the Site, Application and Services. Amounts may be rounded up or down as described the “Rounding Off” section below.
Please note that Room2Care may impose or deduct foreign currency processing costs on or from any payments or payouts by Room2Care in currencies other than U.S. dollars. More information on any such costs or deductions will be available via the Site and Application.
CANCELLATIONS AND REFUNDS
If a customer cancels their requested booking before the requested booking is confirmed by a provider, Room2Care will cancel any pre-authorization to your credit card and/or refund any nominal amounts charged to your credit card in connection with the requested booking within a commercially reasonable time. If a customer wishes to cancel a confirmed booking made via the Site, Application and Services, either prior to or after arriving at the accommodation, the cancellation policy of the provider contained in the applicable listing will apply to such cancellation. Our ability to refund the accommodation fees and other amounts charged to you will depend upon the terms of the applicable cancellation policy. Details regarding refunds and cancellation policies are available via the Site and Application.
If a provider cancels a confirmed booking made via the Site, Services, and Application, (i) Room2Care will refund the total fees for such booking to the applicable customer within a commercially reasonable time of the cancellation and (ii) the customer will receive an email or other communication from Room2Care containing alternative listings and other related information. If the provider requests a booking from one of the alternative listings and the provider associated with such alternative listing confirms the customer’s requested booking, then the provider agrees to pay Room2Care the total fees relating to the confirmed booking for the accommodation in the alternative listing, in accordance with these Terms. If a provider cancelled a confirmed booking and you, as a customer, have not received an email or other communication from Room2Care, please contact Room2Care at [contact information].
In certain circumstances, Room2Care may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed booking made via the Site, Application and Services. Room2Care may also determine, in its sole discretion, to refund to the customer part or all of the amounts charged to him/her. Parties agree that Room2Care and the relevant provider/customer will not have any liability for such cancellations or refunds.
Room2Care may, in its sole discretion, round up or round down amounts that are payable from or to customers or providers to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, Room2Care will round up an amount of $101.50 to $102.00, and $101.49 to $101.00.
Some currencies are denominated in large numbers. In those cases, Room2Care may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for Room2Care to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.
PAYMENT PROCESSING ERRORS
We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you, so that you end up receiving or paying the correct amount.
Some providers may pledge to donate a portion of the funds they receive from confirmed bookings made via the Site, Application and Services to a particular cause or charity. We do not take any responsibility or liability for whether the provider does in fact make the donation he or she pledged to make. In such cases, the provider in question is responsible for his or her own compliance with all laws and regulations applicable to such pledges and/or fund-raising.
Tax regulations may require us to collect appropriate tax information from our providers, or to withhold taxes from payouts to providers, or both. For instance, IRS regulations stipulate that we must collect an IRS Form W-9 from our US providers, and an appropriate IRS Form W-8 (e.g. Form W-8BEN) from non-US providers with at least one Listing in the US. Customers and providers are solely responsible for keeping the information in tax forms current, complete and accurate. If a provider fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold payments to them (e.g. where you are a US Host and you fail to provide us with a completed IRS Form W-9), we reserve the right in our sole discretion to freeze all payouts to that provider until resolution, to withhold such amounts as required by law, or to do both.
DAMAGE TO PROPERTY
Customers are responsible for leaving the property in the condition it was in when they arrived. Customers are responsible for their own acts and omissions and are also responsible for the acts and omissions of any individuals whom they invite to, or otherwise provide access to, the property. In the event that a provider claims otherwise and provides evidence of damage, including but not limited to photographs, customer agrees to pay the cost of replacing the damaged items with equivalent items. After being notified of the claim and given forty eight (48) hours to respond, the payment will be charged to and taken from the credit card on file in the customer’s Room2Care account. Room2Care also reserves the right to charge the credit card on file in a customer’s Room2Care account, or otherwise collect payment from the customer and pursue any avenues available to Room2Care in this regard, including using Security Deposits, in situations in which the customer has been determined, in Room2Care’s sole discretion, to have damaged any property, including, but not limited to, in relation to any payment requests made by providers and in relation to any payments made by Room2Care to providers. If we are unable to charge the credit card on file or otherwise collect payment from a customer, they agree to remit payment for any damage to the accommodation to the applicable provider or to Room2Care (if applicable).
Both customers and providers agree to cooperate with and assist Room2Care in good faith, and to provide Room2Care with such information and take such actions as may be reasonably requested by Room2Care in connection with any complaints or claims made relating to accommodations or any personal or other property located at an accommodation or with respect to any investigation undertaken by Room2Care or a representative of Room2Care regarding use or abuse of the Site, Application or the Services. Customers agree, upon Room2Care’s reasonable request, and to the extent you are reasonably able to do so, to participate in mediation or similar resolution process with a provider, at no cost to you, which process will be conducted by Room2Care or a third party selected by Room2Care, with respect to losses for which the provider is requesting payment from “XXXX.”
Customers understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Collective Content. In connection with your use of the Site, Application, Services and Collective Content, you may not and you agree that you will not:
Violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations; Use manual or automated software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Collective Content; Use the Site, Application, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms; Copy, store or otherwise access any information contained on the Site, Application, Services or Collective Content for purposes not expressly permitted by these Terms; Infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights; Interfere with or damage our Site, Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; Use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; Use our Site, Application, Services or Collective Content in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to lodging in a private residence; stalk or harass any other user of our Site, Application, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as a provider or customer; Contact a provider for any purpose other than asking a question related to a booking; Recruit or otherwise solicit any provider to join third-party services or websites that are competitive to Room2Care without Room2Care’s prior written approval; Impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity; Use automated scripts to collect information from or otherwise interact with the Site, Application, Services or Collective Content; Use the Site, Application, Services or Collective Content to find a provider and then complete a booking of an accommodation independent of the Site, Application or Services, in order to circumvent the obligation to pay any fees related to Room2Care’s provision of the Services or for any other reasons; Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances; Attempt to probe, scan, or test the vulnerability of any Room2Care system or network or breach any security or authentication measures; or advocate, encourage, or assist any third party in doing any of the foregoing.
The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Room2Care 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 Site, Application, Services, or Collective Content.
The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that Room2Care is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Room2Care of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services (“Feedback”). You may submit Feedback by emailing us at . You acknowledge and agree that all Feedback will be the sole and exclusive property of Room2Care and you hereby irrevocably assign to Room2Care and agree to irrevocably assign to Room2Care all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Room2Care’s request and expense, you will execute documents and take such further acts as Room2Care may reasonably request to assist Room2Care to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
SUSPENSION, TERMINATION, AND ACCOUNT
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your Room2Care account. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, Application, Services, your account, your Member Content, or receive assistance from customer service, (b) any pending or accepted future bookings will be immediately terminated, (c) we may communicate to your customers or hosts that a potential or confirmed booking has been cancelled, (d) we may refund customers in full for any and all confirmed reservations, irrespective of preexisting cancellation policies, (e) we may contact your customers to inform them about potential alternate accommodations with other providers that may be available on the Site, Application and Services, and (f) you will not be entitled to any compensation for bookings (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination of your account. You may cancel your account at any time via the “Cancel Account” feature of the Services or by sending an email to . Please note that if your account is cancelled, we do not have an obligation to delete or return to you any content you have posted to the Site, Application and Services, including, but not limited to, any reviews or Feedback.
IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT AND PARTICIPATE IN THE REFERRAL PROGRAM, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT Room2Care DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY PARTY, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT AND REFERRAL PROGRAM ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, Room2Care EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Room2Care MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY ACCOMMODATIONS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. Room2Care MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, ACCOMMODATIONS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, SERVICES OR REFERRAL PROGRAM.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Room2Care OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY PROVIDERS OR CUSTOMERS. YOU UNDERSTAND THAT Room2Care DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES OR TO REVIEW OR VISIT ANY ACCOMMODATIONS. Room2Care MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, GUESTS AND HOSTS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY “XXXX.” NOTWITHSTANDING Room2Care’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF THE HOSTS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM CUSTOMERS ON BEHALF OF THE HOSTS, Room2Care EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY GUEST OR OTHER THIRD PARTY.
LIMITATION OF LIABILITY
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 SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY ACCOMMODATIONS VIA THE SITE, APPLICATION AND SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF Room2Care WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER Room2Care NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT OR THE REFERRAL PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, OR FROM YOUR LISTING OR BOOKING OF ANY ACCOMMODATION VIA THE SITE, APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Room2Care HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE PROVIDERS PURSUANT TO THESE TERMS, IN NO EVENT WILL Room2Care’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY ACCOMMODATION VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM AND IN CONNECTION WITH ANY ACCOMMODATION OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, APPLICATION AND SERVICES AS A GUEST IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A PROVIDER, THE AMOUNTS PAID BY Room2Care TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Room2Care AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold Room2Care and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any provider, (ii) booking of an accommodation, or (iii) creation of a listing; and (d) the use, condition or rental of an accommodation by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a rental, booking or use of an accommodation.
In the event of any dispute concerning the validity, interpretation, enforcement or breach of this Agreement, you and Room2Care unconditionally and irrevocably agree that the dispute will be resolved by arbitration (and accordingly they hereby consent to personal jurisdiction over them) in (FORUM). Any such arbitration shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect except as limited or expanded by this Agreement. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration (e.g., to compel arbitration) or from seeking equitable or provisional relief from a court of competent jurisdiction. The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The prevailing party will be entitled to recover its attorneys’ fees and arbitration costs. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, but not limited to, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration panel, except as may lawfully be required in judicial proceedings relating to the arbitration or by disclosure rules and regulations of securities regulatory authorities or other governmental agencies. To the fullest extent permitted by applicable law, NO ARBITRATION OR OTHER CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER SERVICE PROFESSIONAL OR THE PLATFORM OR THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In the event that this CLASS ACTION WAIVER is deemed unenforceable, then any putative class action may only proceed in a court of competent jurisdiction and not in arbitration.
No variation of the terms of this Agreement will be enforceable against Room2Care unless Room2Care gives its express consent in writing.
Customers may not assign, delegate or otherwise transfer its rights or obligations under this Agreement (including, but not limited to, by operation of law) without the prior written consent of Room2Care, which consent may be given or withheld by Room2Care in its sole discretion and for any reason or no reason without regard to any standard of reasonableness.
CHOICE OF LAW
This Agreement will be governed by and interpreted in accordance with the Applicable Laws of the State of (FORUM) without regard to the conflicts of laws principles thereof.
The parties covenant and agree that if a party fails or neglects for any reason to take advantage of or enforce any of this Agreement or if a party, having the right to declare this Agreement terminated, shall fail to do so, any such failure or neglect by such party shall not be a waiver or be deemed or be construed to be a waiver of any cause for the termination of this Agreement subsequently arising, or as a waiver of any of the terms, covenants or conditions of this Agreement or of the performance thereof. None of the terms, covenants and conditions of this Agreement may be waived by a party except by its written consent.
If the application of any provision of this Agreement to any particular facts or circumstances is held to be invalid or unenforceable by any arbitrator or court of competent jurisdiction, the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement will not in any way be affected or impaired thereby, and the parties agree that the arbitrator, arbitration panel or court of competent jurisdiction making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable.
No liability hereunder shall result to a party by reason of delay in performance caused by force majeure, that is circumstances beyond the reasonable control of the party, including, without limitation, acts of God, fire, flood, war, civil unrest, labor unrest, or shortage of or inability to obtain material or equipment.
This Agreement, together with any exhibits, guidelines service standards and the like that may be provided by Room2Care from time to time, constitute the entire agreement between the parties and shall supersede all previous agreements, either oral or written, between the parties hereto with respect to the subject matter hereof. No agreement or understanding bearing on this Agreement shall be binding upon either party hereto unless it shall be in writing and signed by the duly authorized officer or representative of each of the parties and shall expressly refer to this Agreement.
Any headings contained in this Agreement are for convenience only and will not be employed in interpreting this Agreement. This Agreement will be interpreted fairly in accordance with its terms and conditions and without any strict construction in favor of or against either party.