Terms of Service

Last updated: September 2023 

PRELIMINARY STATEMENT: 

In consideration of Gnarly Goose LLC (the “Company”) making available, on the terms and conditions set forth herein, the website and its related mobile application (collectively the “Website”), you agree as follows: 

I. Generally. 

Please read these Terms of Service (“Agreement”) carefully before using any of the Services (as that term is defined below) provided by the Company. By using the Website the Services of the Company, you are agreeing to all the terms contained herein. The Company’s Privacy Policy is incorporated by reference into this Agreement. Please read this Agreement carefully, as it contains important information about limitations of liability and resolution of disputes through arbitration. 

If you do not fully agree to the terms of this Agreement and any other terms and conditions posted or linked to the Website, you are not authorized to access or otherwise use the Website or Services. If you do not agree to this Agreement, your only recourse is to not use the Website or Services of the Company. The Company reserves the right to update this Agreement at any time, at the sole discretion of the Company, with or without notice to you. Any modification to this Agreement will take effect immediately. Your continued use of and access to the Website and Services indicates that you agree to any and all modifications to this Agreement and also that you acknowledge you will be bound to the terms contained herein. Certain areas of the Website or certain Services may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between this Agreement and the terms and conditions posted for a specific area of the Services, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Services. 

If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity. Listing services are restricted to those persons who are twenty-one (21) years of age and older. Rental services are further limited to those persons who are twenty-five (25) years of age and older in accordance with state and federal laws. Any access or use of the Services by anyone under those age restrictions is expressly prohibited. By visiting the Website or utilizing the Services, you warrant you are the requisite minimum age, and that you have the right, authority, and capacity to agree to and abide by this Agreement. 

2. Definitions. 

1. “Company Content” means all Content that Company makes available through the Website or Services, including any Content licensed from a third party, but excluding Owner Content. 
2. “Content”means text, graphics, images, music, software, audio, video, information and any other content or materials. 
3. “Listing” means a Vehicle that is listed by an Owner as available for rent via the Services. 
4. “Owner Content” means all Content that an Owner posts, uploads, publishes, submits or transmits to be made available on the Website or through the Services.
   
5. “Owner” means a User who creates a Listing via the Services. 
6. “Renter” means a User who requests a booking of a Vehicle via the Service or who
   uses a Vehicle rented via the Services and is not the Owner of such Vehicle. 
7. “Services” means the services provided through the Company’s Website, pursuant to which Owners and Renters may connect, so that Renters may rent an Owner’s Vehicle for the price and period of time as negotiated by and between the Renter
   and Owner. 
8. “Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and
   services taxes (GST) and other similar municipal, state and federal indirect or other
   withholding and personal or corporate income taxes. 
9. “User” means a party (person or entity) visiting the Website, posting a Listing,
   and/or requesting or making a reservation on the Website. 
10. “Vehicle” means any all-terrain vehicle (ATV), off highway vehicle (OHV), utility
    task vehicle (UTV or side-by-side), automobile (4×4), snowmobile, or the like.
    
11. Parties to the Transaction.
    

The Company is not and does not hold itself out to be a party to any rental agreements between an Owner and a Renter. The Company does not endorse or hold itself out to endorse any Owner or Renter. The Company is not a broker, agent or insurer and further does not have control over the conduct of an Owner and/or Renter or any others that may use the Website or Services. THE COMPANY EXPRESSLY DISCLAIMS ALL LIABILITY IN REGARD TO THE ABOVE TO THE MAXIMUM EXTENT PERMITTED BY LAW. ACCORDINGLY, OWNERS AND RENTERS ARE ACTING ON THEIR OWN BEHALF AND AT THEIR OWN RISK, AND FURTHERMORE OWNERS AND RENTERS ASSUME ALL RISKS WITH RESPECT TO THE WEBSITE AND SERVICES. 

The Company is not an owner or operator of the Vehicles. The Company does not own, sell, resell, furnish, provide, rent, re-rent, manage, and/or control any Vehicle. The Company’s responsibilities are limited to facilitating the availability of the Website and Services. 

Users agree that they are responsible for, and agree to abide by, all laws, rules and regulations applicable to their use of the Website and any transaction they enter into on the Website or in connection with their use of the Website. 

Owners agree that they are responsible for and agree to abide by all laws, rules, ordinances, or regulations applicable to the listing of their Vehicle, including but not limited to any and all laws, rules, ordinances, regulations or other requirements relating to taxes, credit cards, data and privacy, permits or license requirements, manufacturer’s specifications and maintenance requirements, safety compliance and compliance with all anti-discrimination laws, as applicable. Owners understand that though the Company is not a party to any rental transaction and assumes no liability for legal or regulatory compliance pertaining to Vehicles listed on the Website, there may be circumstances where the Company is nevertheless legally obligated (as the Company may determine in its sole discretion) to provide information relating to any Listing in order to comply with requests from governmental bodies in relation to investigations, litigation or administrative proceedings, and the Company may choose to comply with such obligations in its sole discretion. 

Owners may use a separate or additional rental agreement. By utilizing a separate rental agreement as part of the Services or otherwise displaying terms relating to the rental as part of the online booking process, Users hereby acknowledge and agree that (i) any such separate rental agreement is directly between the Renter and Owner, (ii) the Company is not party to any separate rental agreement, (iii) any rental agreement used, whether a sample provided by the Company or other agreement, is used solely at a party’s own risk and expense, (iv) nothing contained in the rental agreement, on the website or in this Agreement is a substitute for the advice of an attorney, and (v) that you have been hereby advised to obtain local legal counsel to prepare, review and revise as necessary any rental agreements to ensure compliance with federal, state and local law and their particular circumstances, and to revise the rental agreement as necessary to accurately represent the Vehicle, rules, features, etc. If there is any conflict between the terms of a separate rental agreement between the Renter and Owner, and these Terms of Service, the Terms of Service shall govern. 

IV. Right to Use Services. 

The Services provided through the Website facilitate transactions between Owners and Renters, so that Renters may rent an Owner’s Vehicle for a period of time for a price negotiated by and between the Owner and Renter. Users are granted a limited, revocable non-exclusive license to access the Website and the Services solely for the purpose of listing a Vehicle, searching for a Vehicle, and/or renting a Vehicle, all in accordance with this Agreement. Any use of the Website that is not for one of these purposes or otherwise in accordance with this Agreement or as otherwise authorized by the Company in writing is expressly prohibited. 

V. Owner Content and Responsibilities. 

Owners may create a Listing for a Vehicle. By listing a Vehicle, Owner agrees to provide true and accurate information pertaining to the Vehicle. Owner further represents that the photos contained in the Listing are actual current photos of the Vehicle being advertised, that they are not misrepresenting their Vehicle in any way, and that such Listing does not violate any other agreement between the Owner and any other third party. Owner certifies that any Vehicle is in compliance with all applicable laws, including having all required permits, licenses, and/or registration. Owner further certifies that he or she strictly complies with the Vehicle’s manufacturer guidelines and maintains the Vehicle in accordance with such guidelines. Owner agrees to provide documentation of the same should it be requested. Owner shall notify the Company and Renter of any damages that occur during a rental period within twenty-four (24) hours of the Vehicle being returned. 

Owner further acknowledges and agrees that Owner is solely responsible for all Owner Content, and further represents and warrants that: (i) Owner is the sole and exclusive owner of all Owner Content or that Owner has all rights, licenses, consents and releases that are necessary to grant to Company the rights in such Owner Content, as contemplated under this Agreement; and (ii) neither the Member Content nor the posting, uploading, publication, submission or transmittal of the Member Content or the Company’s use of the Member Content (or any portion thereof) on, through or by means of the Services or otherwise 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. 

The Company disclaims any and all responsibility for the accuracy of information provided by an Owner. 

In its sole discretion, the Company may terminate any Listing if the Company believes any of the information posted is inaccurate or misrepresents the Vehicle in any way. The Company is however under no obligation to review or verify the information provided by an Owner. 

By making available any Content on or through the Website or the Services, the Owner hereby grants to the Company a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty- free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Content on, through, or by means of the Services or otherwise. Without limiting the generality of the foregoing, the Company may aggregate Owner Content and other data with the data and information of other Users for purposes of data analytics and in order to measure, enhance, and improve the Services. 

VI. Renter Responsibilities. 

Renter understands that operating or riding a Vehicle is inherently dangerous and Renter voluntarily and knowingly assumes all risk and liability for the loss or damage of any Vehicle, for the injury or death to any and all persons or property, and for any and all other risks and liabilities that may arise from the operation of a Vehicle. 

The Company does not independently verify information provided by a Renter and disclaims any and all responsibility for the accuracy of information provided by a Renter. 

Renter agrees to know and follow all laws and regulations (federal, state, local, or otherwise) during operation and transport of the Vehicle. Renter is exclusively responsible for any citation issued during use of the Vehicle, including payment of all associated fines, fees, penalties, etc. Renter further agrees that all operators of the Vehicle must be at least twenty-five (25) years of age. Any minor (18 years or younger) must have the written consent from a parent or guardian prior to riding any Vehicle. Renter agrees ALL riders (drivers and passengers) will always wear a properly fitting helmet during operation of the Vehicle. Renter understands and agrees that he or she is solely responsible for ensuring compliance with this Agreement by any rider authorized by Renter to drive or ride any Vehicle during the rental period and Renter is thusly liable for any violation of this Agreement. 

Renter agrees to exercise due care during the rental period and to protect the Vehicle from all damage or loss, including theft. Renter understands and agrees he or she will be solely responsible for the condition of the Vehicle during the rental period which includes any and all parts and accessories of the Vehicle. Renter assumes all financial responsibility and personal liability as it relates to any and all damage or loss caused during the rental period. Should an incident occur wherein the Vehicle becomes non-operational during the rental period, Renter understands he or she is solely responsible for the recovery of the Vehicle. Renter will be solely and exclusively liable to Owner for any and all damages that occur during the rental period. 

Renter must return the Vehicle to the place of pick up or other location that the Owner specifies, on the date and time due, and in the same condition that Renter received it except for ordinary wear. If the Vehicle is returned after the date and time due, Renter remains responsible for the loss of and any damage to the Vehicle until the Owner inspects it. Fees for any damage may be withheld from Renter’s deposit. Service to the Vehicle or replacement of parts or accessories during the rental period must have the Owner’s prior written approval. Renter must check and maintain fuel levels and return the Vehicle with at least the same amount of fuel as when received. Renter understands and agrees that if the Vehicle is returned without being properly cleaned, or without proper fuel levels, Renter is solely responsible for all fees associated with cleaning the Vehicle and restoring fluids and fuel levels, and such charges may be withheld from Renter’s deposit. 

Should any damage or loss occur during the rental period, Renter agrees to fully cooperate with the Owner and the Company in providing information regarding the incident. Renter shall provide any requested information within 24 hours of a request made by the Owner or the Company. Renter shall provide full payment for the damage or loss within seven (7) days of the demand for payment by the Owner or the Company. Renter agrees and understands that any and all damage or loss shall be repaired by a vendor of Owner’s choice and Owner shall not be obligated to provide multiple bids or anything of the like. In the event of non-payment or late payment by Renter, the Company reserves the right to suspend Services until the full amount due is paid in full. Delinquent amounts are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including the Company’s attorneys’ fees. 

If the Renter is towing a Vehicle, Renter represents and warrants that (i) the towing vehicle used during the rental period has the capacity, including the applicable brake connector, to tow the Vehicle; (ii) any load will be properly loaded and placed for safe towing; and (iii) and Renter will ensure that when towing the Vehicle, it is properly secured and connected and Renter will use safety chains, straps, cables, locking devices and other similar devices meeting the requirements of applicable law. 

VII. Insurance. 

Owners and Renters are solely responsible for holding or obtaining insurance coverage sufficient to protect the Vehicle(s) and passengers as applicable. The Company does not offer traditional insurance to cover vehicles, owners, passengers, renters or anyone associated. At the discretion of the Company, in the case of any damage to a vehicle listed on Gnarly Goose during a rental period, the renter will be liable for all damages that have occurred.  Any damages equal to or lesser than the renter’s deposit will be taken from the deposit and paid to the vehicle owner.  If the repairs exceed the deposit, the Company will investigate the claim that has been made and work diligently to receive payment within 7 days after a professional estimate has been received from an approved repair facility.  Once the Company has received payment from the renter for the damages, the Company will work with the vehicle owner and repair facility to make any necessary repairs to the vehicle. In the event that the renter is not able to pay for the damages within 7 days, the Company will continue to pursue payment and make the necessary repairs to the vehicle to make it safe and operable.  Any repairs needed will not exceed the market value of the vehicle as deemed by the Company. Vehicle protection is offered at the sole discretion of the Company and the Company has no obligation to any party to provide this benefit or service. 

Owners agree that they have the appropriate insurance coverage in compliance with state and federal laws sufficient to protect the Company, Owner, and Renter’s liability and Vehicle damage outside the Company platform before listing the Vehicle for rent on the Website and will maintain adequate insurance coverage for so long as they list the Vehicle is for rent on the Website. Owners agree to provide the Company with copies of relevant proof of coverage upon request. 

Renters agree that they have the appropriate insurance coverage in compliance with state and federal laws sufficient to protect the Company, Owner, and Renter’s liability that may arise from the rental of the vehicle.

VIII. Company Service Fees. 

In consideration for access to and use of the Services, User agree to pay the fees, charges, and other amounts set forth herein or that may otherwise be charged by the Company from time to time and as set forth on the Website or the Services. Payment for Services will be paid via credit card or ACH directly to the Company. The Company reserves the right to increase fees at the end of each term without notice. In the event of non-payment or late payment, the Company reserves the right to suspend Services until the full amount due is paid in full. Delinquent amounts are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including the Company’s attorneys’ fees. 

User will continue to be charged for amounts owed hereunder during any period of payment delinquency. Further, and without limiting any other rights or remedies available to the Company hereunder or under applicable law, in the case of any payment default, the Company, may, in its sole discretion, remove or delete any of your Content or other data that may be stored or maintained by you on the Services. Removal of such Member Content or data does not relieve you of your obligation to pay any outstanding charges assessed to your account. The Company will not be obligated to restore any Content or other data removed from the Services for Users who are in default. 

The Company charges a service fee payable by Renters who book via the Website. The service fee covers the use of the Website and Services and is calculated as a percentage of the total reservation amount (which may or may not include additional fees, taxes and deposits). 

Certain fees, including but not limited to processing fees and credit card fees, may be charged by the Company and may be non-refundable at the Company’s sole and absolute discretion. 

Any taxes alleged to be owed by any taxing authority on the service fee are the responsibility of the Company. 

IX. Taxes. 

Owners understand and agree that they are responsible for determining any applicable tax- reporting requirements in consultation with your tax advisors. The Company does not offer tax, accounting, financial, legal, or any other professional advice to any Users of the Website or the Services. 

X. Limitation of Liability. 

THE COMPANY IS NOT LIABLE AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM ANY USERS OF THE SERVICES. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY RELATED PERSON, WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. 

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 WEBSITE AND SERVICES REMAINS WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS AND WITH OTHER PERSONS AS A RESULT OF YOUR USE OF THE WEBSITE OR SERVICES, INCLUDING BUT NOT LIMITED ANY OWNERS OR RENTERS. YOU UNDERSTAND THAT THE COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF ANY USERS OF THE WEBSITE OR THE SERVICES, OR TO INSPECT OR VISIT ANY VEHICLES. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE WEBSITE OR THE SERVICES. YOU AGREE TO TAKE ALL REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS OR INTERACTIONS WITH OTHER USERS, INCLUDING BUT NOT LIMITED TO OWNERS AND RENTERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. THE COMPANY SPECIFICALLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY OWNER, RENTER, OR OTHER THIRD PARTY. YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY USER. 

THE COMPANY SHALL NOT BE LIABLE IN ANY WAY TO THE ANY USER OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF ANY ORDER, OR FOR ANY CLAIM AGAINST ANY USER BY A THIRD PARTY, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES. 

THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) STRICT LIABILITY, (4) TORT, (5) NEGLIGENCE, OR (6) ANY OTHER CAUSE OF ACTION, TO THE MAXIMUM EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE WEBSITE, YOU DO NOT AGREE WITH ANY PART OF THESE TERMS OF SERVICE, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST THE COMPANY, ANY THIRD-PARTY PROVIDER, OR ANY USER OF THE WEBSITE WITH RESPECT TO THESE TERMS OR THE WEBSITE, THEN YOUR SOLE AND EXCLUSIVE REMEDY AGAINST THE COMPANY IS TO DISCONTINUE USING THE WEBSITE OR SERVICES. 

THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT. THE TERMS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. 

XI. Disclaimers. 

The Website and the Services may be subject to limitations, delays, and other problems inherent in the use of the Internet, mobile devices, and electronic communications. The Company is not responsible for any delays, delivery failures, or other damages resulting from such problems. 

THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS AVAILABLE BASIS. THE COMPANY DOES NOT MAKE ANY WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE; NOR DOES IT MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED BY USING THE SERVICES, PURCHASING A LISTING, OR RENTING A VEHICLE. WITHOUT LIMITING THE FOREGOING, ANY THIRD- PARTY PRODUCT OR SERVICE PROVIDED TO A USER HEREUNDER IS PROVIDED “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. FURTHER, THE COMPANY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY. 

XII. Release; Indemnification. 

IN CONSIDERATION OF THE COMPANY’S PROVISION OF THE WEBSITE AND SERVICES, YOU HEREBY RELEASE AND FOREVER DISCHARGE THE COMPANY AND ITS PARENT, SUBSIDIARIES, AND AFFILIATE COMPANIES, AND EACH OF THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, ATTORNEYS, AND AGENTS (collectively the “RELEASED PARTIES”) FROM ANY AND ALL CLAIMS, COMPLAINTS, DEMANDS, ACTIONS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, 

WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE WEBSITE OR THE SERVICES. 

IN CONSIDERATION OF THE COMPANY’S PROVISION OF THE WEBSITE AND SERVICES, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS (INCLUDING, WITHOUT LIMITATION, ANY DISPUTE BETWEEN USERS REGARDING ANY TRANSACTION OR USER-CONTRIBUTED CONTENT) OR ANY THIRD-PARTY PROVIDER OR ANY THIRD-PARTY WEBSITE THAT MAY BE LINKED TO OR FROM OR OTHERWISE INTERACT WITH THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY SOCIAL MEDIA SITE, YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE RELEASED PARTIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR YOUR USE OF THE WEBSITE. 

YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD EACH OF THE RELEASED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS INCURRED BY ANY OF THE RELEASED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF YOUR USE OF THE WEBSITE OR SERVICES OR OTHERWISE RELATING TO THE BUSINESS CONDUCTED ON THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY POTENTIAL OR ACTUAL COMMUNICATION, TRANSACTION OR DISPUTE BETWEEN YOU AND ANY OTHER USER OR THIRD PARTY), ANY CONTENT POSTED BY YOU OR ON YOUR BEHALF OR POSTED BY OTHER USERS OF YOUR ACCOUNT TO THE WEBSITE, ANY USE OF ANY TOOL OR SERVICE PROVIDED BY A THIRD PARTY PROVIDER, ANY USE OF A TOOL OR SERVICE OFFERED BY US THAT INTERACTS WITH A THIRD-PARTY WEBSITE, INCLUDING WITHOUT LIMITATION ANY SOCIAL MEDIA SITE OR ANY BREACH BY YOU OF THESE TERMS OR THE REPRESENTATIONS, WARRANTIES, AND COVENANTS MADE BY YOU HEREIN, INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS. YOU SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM. 

THE COMPANY RESERVES THE RIGHT, BUT NOT THE OBLIGATION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND YOU SHALL NOT IN ANY EVENT SETTLE ANY MATTER WITHOUT THE COMPANY’S WRITTEN CONSENT. 

XIII. Governing Law. 

This Agreement and each and every provision of this Agreement, and all questions concerning the validity and enforceability of this Agreement and each and every provision of this Agreement, will be governed by and interpreted and construed in accordance with Colorado laws and interpretations of Colorado laws, without regard to any conflict of laws provisions that would cause the application of the laws of any State other that the State of Colorado. 

XIV . Arbitration. 

Any controversy or dispute arising out of or relating to this Agreement, any alleged breach of this Agreement, the enforcement or interpretation of this Agreement (including the validity, enforceability, and scope of this arbitration provision and associated “questions of arbitrability”), or the relationship between the parties (including such parties’ members, managers, partners, shareholders, employees, officers, directors, and Affiliates) under this Agreement, whether sounding in contract, tort, or otherwise, that cannot be resolved among the parties, will be resolved by binding arbitration pursuant to the Federal Arbitration Act. The arbitration will be administered by the American Arbitration Association (“AAA”) in Denver, Colorado, before a sole arbitrator in accordance with the Commercial Arbitration Rules of the AAA. Arbitration in accordance with the foregoing will be the exclusive forum for the resolution of such disputes. Arbitration shall be initiated by filing a case with AAA and serving a copy of the complaint upon the other party. 

The arbitrator may grant injunctive relief, including temporary, preliminary, permanent, and mandatory injunctive relief, in order to protect the rights of each party, but will not be limited to such relief. This provision for arbitration will not preclude a party from seeking temporary or preliminary injunctive relief (“Provisional Relief”) in a court of law while arbitration proceedings are pending in order to protect its rights pending a final determination by the arbitrator, nor will the filing of such an action for provisional relief constitute waiver by a party of its right to seek arbitration. Any provisional relief granted by such court will remain effective until otherwise modified by the arbitrator. 

Final resolution of any dispute through arbitration may include any remedy or relief that the arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes; provided, that it is expressly agreed that the arbitrator will have no authority to award punitive or exemplary damages, the Company, and the Members now waiving their right, if any, to recover punitive or exemplary damages, either in arbitration or in litigation (and the parties specifically agree that any dispute as to whether a party may obtain meaningful relief for allegations of statutory violations in an arbitration forum will be resolved by arbitration as provided in this Section). The Company and the Members specifically waive the right to seek or obtain damages for noneconomic loss or injury or for derivative economic loss or injury. 

At the conclusion of the arbitration, the arbitrator will issue a written decision that sets forth the essential findings and conclusions on which the arbitrator’s award or decision is based. Any award or relief granted by the arbitrator will be final and binding on the parties to this Agreement, may be entered as a judgment or order in any court of competent jurisdiction, and may be enforced by any court of competent jurisdiction. 

The arbitrator will award to the prevailing party in any such arbitration such party’s reasonable Fees and Costs incurred by it in connection with resolution of the dispute, in addition to any other relief granted. For these purposes, “Fees and Costs” includes (i) reasonable attorneys’ fees and costs, other legal fees and costs, the fees and costs of witnesses, accountants, experts, and other professionals, and other forum costs incurred in the arbitration; (ii) all of the foregoing whether incurred before or after the initiation of arbitration; and (iii) all such fees and costs incurred in obtaining provisional relief. It is understood that certain time entries that may appear in the billing records of such party’s legal counsel may be redacted to protect attorney client or work-product privilege, and this will not prevent recovery for the associated billings (and if necessary, the arbitrator may require that such records be submitted to the arbitrator for in camera review by the arbitrator). 

THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY ARE WAIVING ANY RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES AGAINST THE OTHER IN CONNECTION WITH ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. 

Any proceeding arising from this Agreement shall be commenced in District Court in Larimer County Colorado. In the event of any proceeding by any party to this Agreement to enforce or interpret any of the provisions of this Agreement, the prevailing party in such proceeding will be awarded all costs of such proceeding, including reasonable attorney’s fees and other costs. 

XV. Termination; Compliance with Legal Requests. 

The Company reserves the sole and exclusive right to terminate a User’s access to the Website if the User submits any unsuitable material (as determined in the Company’s sole and absolute discretion), is not abiding by local regulations, is in breach of this Agreement. A Listing may be terminated for the same reasons without refund. Further, if the Company becomes aware of a complaint or series of complaints about a User’s conduct, Listing, or rental practices, that in the Company’s sole and absolute discretion warrants immediate removal from the Website, the Company may terminate the Listing and/or the User’s access to the Website without notice and without refund. 

All Users understand and agree that monetary damages may not provide a sufficient remedy to the Company for a violation of this Agreement and Users consent to the Company obtaining injunctive or other equitable relief for such violations. The Company may release Member Content and other information about a User if required by law or subpoena, or if the information is necessary or appropriate to release to address an unlawful or harmful activity. The Company is not required to provide any refund to a User if the User is terminated for a violation of this Agreement. 

A User of the Website or Services may terminate this Agreement with the Company at any time with written notice of such party’s intent to cancel. The Company may terminate this Agreement at any time for any reason, with no notice to a User of the Website or Services. 

If this Agreement is terminated by either party, the clauses of this Agreement that reasonably should survive termination of the Agreement will remain in effect. 

XVI. Reservation of Rights; Use of Marks. 

The Company expressly reserves all rights in the Website, the Services, and all other materials provided by the Company hereunder not specifically granted to a User. It is acknowledged that all right, title and interest in the Website, the Services, and all other materials provided by the Company hereunder, any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with the Company (or third-party suppliers, if applicable) and that the Services and all other materials provided by Company hereunder are licensed and not “sold” to Party. 

XVII. Other Provisions. 

No Partnership. Nothing contained in this Agreement places a User and the Company in the relationship of principal and agent, master and servant, partners, or joint ventures. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever. 

Headings. The headings contained herein are for convenience only and are not part of this Agreement. 

Entire Agreement. This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby. In case of a conflict between this Agreement and any purchase order, service order, work order, confirmation, correspondence or other communication of a User or the Company, the terms and conditions of this Agreement shall control. No additional terms or conditions relating to the subject matter of this Agreement shall be effective unless approved in writing by any authorized representative of you and the Company. Notwithstanding the foregoing, if there is a conflict between this Agreement and terms and conditions posted for a specific area of the Services, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Services. 

Severability. All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect. 

Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof. 

Assignment; Successors. A User may not assign, delegate, or transfer this Agreement or any of rights or obligations hereunder, without the prior written consent of the Company. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. The Company may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of the User or any other party. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.