This is an agreement between you, as
the host of a rental-stay listed on iStopOver for Office Rentals, www.istopover.com/office (hereinafter, the “Site”), and the operator
of this Site, Brightspark 3.0 Inc., a Canadian corporation and/or its
subsidiaries (hereafter referred to as “iStopOver” “we,” “us,”
or “our”) (the “Agreement”). We provide a venue to you and other
users in order to introduce Site users to each other for the purpose
of arranging office space rental stays with one another (the “Service”).
This Agreement supplements the Site Terms of Use and provides additional
terms and conditions which you must accept before you can register as
a Host and communicate with any potential guest user on the Site. By
clicking the "I Accept" check box below, you acknowledge that
you have read this Agreement, and that you understand and agree to be
bound by this Agreement. If you do not agree to be bound by this Agreement,
click on the "Cancel" button and you will have no right to
enter into a transaction for the rental of your rental-stay(s) with
a user of this Site. If this Agreement is changed or modified, we will
post on our Site a notice that revisions to this Agreement have been
made or we may notify you via email or other means. Your continued use
of this Site after any such changes or after explicitly accepting the
new Agreement upon logging into the site shall constitute your consent
to such changes.
1. Use of the Site and Service. You
represent and warrant that (i) you are at least 18 years of age, (ii)
you are either the owner of the rental-stay which you have posted on
the Site (the “Rental-stay”) or you are an agent for the owner of
the Rental-stay with the legal authorization to act as agent for such
owner and the express written consent from such owner to use our Service,
(iii) you will use this Site and our Service in accordance with this
Agreement and the Site Terms of Use, (iv) all information supplied by
you on this Site is true, accurate, current and complete. We retain
the right at our sole discretion to deny access to anyone to this Site
and our Service, at any time and for any reason, including, but not
limited to, for violation of this Agreement. We may, in our discretion
and without liability to you, with or without prior notice and at any
time, modify or discontinue, temporarily or permanently, any portion
of our Service.
2. No Identity Confirmation. We make
no attempt to confirm, and do not confirm, any user's purported identity.
You are responsible for determining the identity and suitability of
users who may contact you by means of this Site. We do not endorse any
persons who use or register for our Service, whether as guests or hosts.
We do not investigate any user's reputation, conduct, morality, criminal
background, or verify the information that any user submits to the Site.
We encourage you to communicate directly with potential guests through
the tools available on our Site and to review your guests’ profile
pages for feedback from other users.
3. YOUR CONDUCT ON THIS SITE
3.1 Your Interactions with Users. You
are solely responsible for your interactions with other users of our
Service. We will not be responsible for any damage or harm resulting
from your interactions with other users of our Service. We reserve the
right, but have no obligation, to monitor interactions and/or disputes
between you and other users of our Service and to take any other action
in good faith to restrict access to or the availability of any material
that we or another user of our Service may consider obscene, lewd, lascivious,
violent, harassing, discriminatory or otherwise objectionable.
3.2 Release. By using the Site or Service,
you agree that any legal remedy or liability that you seek to obtain
for actions or omissions of other users will be limited to a claim against
the particular user or users who caused you harm. You agree not to attempt
to impose liability on, or seek any legal remedy from iStopOver or any
of its affiliates or their respective shareholders, officers, directors,
employees or agents. You hereby agree to release iStopOver and its affiliates
and each of their respective directors, officers, shareholders, employees
and agents from any and all manner of claims, demands, damages (actual,
consequential, nominal, punitive, or otherwise), liabilities, obligations,
legal fees, costs, disbursements, equitable relief, and any other legal,
equitable, and administrative remedy, of every kind and nature, whether
known or unknown, suspected or unsuspected, disclosed or undisclosed,
past, present, or future, arising out of or in any way connected with
your use of the Services or the communication or interaction with other
users on the Site or your experience as a host in connection with this
Site.
3.3 Site Rules and Regulations. In
connection with your use of our Service, you must act responsibly and
exercise good judgment. Without limiting the foregoing, you will not:
(a) violate any local, provincial,
state, provincial, federal or other law or regulation, or any order
of a court;
(b) infringe the rights of any person
or entity, including without limitation, their intellectual property,
privacy, publicity or contractual rights, including but not limited
to subleasing an rental-stay without the rights to do so;
(c) "stalk" or harass any
other user of our Service or collect or store any information about
any other user other than for purposes of transacting as an iStopOver
guest and host with one another;
(d) offer any rental-stays that you
do not yourself have the authority to rent as business space;
(e) impersonate any person or entity,
or falsify or otherwise misrepresent yourself or your affiliation with
any person or entity;
(f) use the Site to find a guest and
then complete the transaction offline in order to circumvent your obligation
to pay for the Service;
(g) submit any listing with a false
or misleading price, or submit any listing with a price that you do
not intend to honor; or
(h) advocate, encourage, or assist
any third party in doing any of the foregoing.
The foregoing is merely a list of examples
of prohibited conduct. We reserve the right to cancel a user account
or take other appropriate actions in its sole discretion in response
to any inappropriate conduct, or for no reason at all.
4. No Obligation to Post Content. We
have no obligation to post any content from you or anyone else. In addition,
we may, in our sole and unfettered discretion, edit, remove or delete
any content that you post or submit.
5. PAYMENT
5.1 Service Fees. In connection with
each guest’s stay in your Rental-stay(“Rental-stay”), you will
pay iStopOver its then-current service fee (“Service Fee”) as listed
on the “Post A Listing”creation page of the Site which is based
on the rental price agreed to between you and your guest for his/her
stay in the Rental-stay (“Rental-stay Fee”). The Rental-stay Fee
will include our Service Fee. The Site will provide you with the ability
to submit and confirm the terms agreed to between you and your guest
in respect of the Rental-stay including the final agreed upon Rental-stay
Fee. You must ensure that these details are accurate.
5.2 Manner of Payment.
Upon notification to us through the Site by you and your guest of a
confirmed booking, the guest will be required to provide his/her credit
card information or pay through Paypal and will be charged the Rental-stay
Fee at that time. Upon confirmation of the booking and payment of the
Rental-stay Fee, we will provide your guest with a reservation code
to present to you upon arrival at your Rental-stay. It is in the guest’s
sole discretion whether to provide you with the reservation code and
we have no liability to you if the guest determines that he/she does
not wish to provide you with the code or wish to stay at your Rental-stay.
We will release the Rental-stay Fee less our Service Fee to you monthly
following communication by the host to us of your reservation code.
5.3 Cancellation and Refunds. We provide
you with the ability to submit to your guest(s) your own hold-back deposit
/ cancellation policies within the Site. You are responsible for ensuring
that the terms of your cancellation policy are accurate and current
in your posting as we will apply your policy as it is stated in your
listing. If the reservation is cancelled by you before the first date
of your guest’s stay at your Rental-stay, upon notification to iStopOver,
we will return the Rental-stay Fee in full to the guest. If the reservation
is cancelled by your guest before the first date of his/her stay at
your Rental-stay, we will provide a refund to your guest less any non-refundable
deposit, if applicable, as per your cancellation policy as set forth
in your posting on the Site. We will only adhere to the cancellation
policy as set forth in your listing and have no further responsibility
regarding refunds, deposits or fees which vary from the terms set forth
in your listing. If the guest arrives at your Rental-stay and is not
satisfied with it for any reason in his/her sole discretion, he/she
has no obligation to provide you with the reservation code and upon
notification to us through the Site, within seven days of the end of
the booking period, we will refund the Rental-stay Fee to the guest
in full. If the guest does not arrive at your Rental-stay, upon your
notice to us through the Site, we will refund the Rental-stay Fee to
the guest minus any non-refundable deposit as per the terms of your
listing. However, if there is any dispute between you and your guest
regarding whether your guest did in fact arrive at your Rental-stay,
the guest notification to us will supersede and therefore we will provide
the refund in full in this case and we will have no liability to you
whatsoever in respect of the Rental-stay Fees or otherwise in connection
with any dispute between you and your guest.
5.4 Taxes. You understand that we are
acting solely as an intermediary for the collection of rents and fees
between you and your guests with whom you choose to enter into a transaction.
Because state and local tax laws vary significantly by locality, you
understand and agree that you are solely responsible for paying any
taxes and determining your own tax reporting requirements in consultation
with tax advisors, and that we cannot and do not offer tax advice to
either hosts or guests.
6. Your Content. By submitting any
content which shall include without limitation any rental-stay listings,
photographs, rental-stay reviews, questions, comments, suggestions,
ideas or the like contained in any submissions (collectively, “Submissions”)
to our Site, you hereby grant us a perpetual, worldwide, non-exclusive,
royalty-free license to use, reproduce, display, perform, adapt, modify,
sell, distribute, have distributed and promote your Submissions in any
form, in all media now known or hereinafter created for the purpose
of providing the Services. You represent and warrant that you have sufficient
rights to grant us this license. You acknowledge and agree that Submissions
are non-confidential and non-proprietary. We take no responsibility
and assume no liability for any Submissions posted or submitted by you.
We have no obligation to post your comments; we reserve the right in
our absolute discretion to determine which comments are published on
the Site. If you do not agree to these terms and conditions, please
do not provide us with any Submissions. You are fully responsible for
the content of your Submissions. You are prohibited from posting or
transmitting to or from this Site: (i) any unlawful, discriminatory,
threatening, libelous, defamatory, obscene, pornographic, or other material
or content that would violate rights of publicity and/or privacy or
that would violate any law; (ii) any commercial material or content
(including, but not limited to, solicitation of funds, advertising,
or marketing of any good or services); and (iii) any material or content
that infringes, misappropriates or violates any copyright, trademark,
patent right or other proprietary right of any third party. You shall
be solely liable for any damages resulting from any violation of the
foregoing restrictions, or any other harm resulting from your posting
of content to this Website. You acknowledge that we may exercise our
rights (e.g. use, publish, delete) to any content you submit without
notice to you.
7. Third Party Content. In using our
Services, you may be exposed to content and information from other users
or third parties ("Third-Party Content"), either at our Site
or through links to third-party websites. We do not control, and shall
have no responsibility for, Third-Party Content, including material
that may be unlawful, misleading, incomplete, erroneous, offensive,
indecent or otherwise objectionable. You must evaluate the veracity
of, and bear all risks associated with your exposure to, Third-Party
Content, including without limitation, profiles of other users of our
Services.
8. PROPRIETARY RIGHTS. Any material or information on our Site (with the exception of Third-Party Content), including without limitation all text, data, design, source code, photos and images (“Our Content”) is protected by rights of publicity, copyright, trademark, trade secret, and other proprietary rights and intellectual property laws as applicable. Except as expressly authorized by us, you may not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such material. “iStopOver,” and “www.iStopOver.com,” are trademarks of Brightspark 3.0 Inc. protected by federal and local laws; you agree not to use such marks for any purpose, including but not limited to as metatags on other websites, in written materials or otherwise.
You may not modify, participate in
the sale or transfer of, or create derivative works based on any of
Our Content, in whole or in part. The use of Our Content on any other
website, including by linking or framing, or in any networked computer
environment for any purpose, is prohibited without our prior written
approval. You also may not, without our express written permission,
"mirror" any material contained on this Site on any other
server. Any unauthorized use of any Content on this Site may violate
copyright laws, trademark laws, the laws of privacy and publicity, and
communications statutes and regulations.
9. Termination. We may, in our discretion
and without liability to you, with or without cause, with or without
prior notice and at any time: (a) terminate your access to our Service,
(b) deactivate or delete any of your accounts and all related information
and files in such accounts and (c) bar your access to any of such files
or Service. Upon termination we will promptly pay you any hosting fees
held in escrow and due to you, less our Service Fee.
10. DISCLAIMER OF WARRANTIES
IF YOU USE OUR SERVICE, YOU DO SO AT
YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT ISTOPOVER DOES NOT CHECK
ANY GUEST, HOST, OR OTHER USER’S BACKGROUND OR RECORD. ISTOPOVER IS
A REPUTATION-BASED SYSTEM. TAKE ADVANTAGE OF OTHER USER’S COMMENTS
AND THIRD-PARTY REFERRALS ON HOSTS AND GUESTS. USE COMMON SENSE. BE
AWARE AND BE SAFE. OUR SERVICE ARE PROVIDED ON AN "AS IS"
AND "AS AVAILABLE" BASIS AND WITHOUT ANY WARRANTIES OF ANY
KIND. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES AND CONDITIONS
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT (A)
OUR SERVICE WILL MEET YOUR REQUIREMENTS; (B) OUR SERVICE WILL BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR-FREE; (C) ANY INFORMATION THAT YOU MAY OBTAIN
THROUGH OUR SERVICE WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF
ANY PRODUCTS, SERVICE, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED
BY YOU THROUGH OUR SERVICE WILL MEET YOUR EXPECTATIONS; OR (E) ANY ERRORS
IN ANY DATA OR SOFTWARE WILL BE CORRECTED. IF YOU ACCESS OR TRANSMIT
ANY CONTENT THROUGH THE USE OF OUR SERVICE, YOU DO SO AT YOUR OWN DISCRETION
AND YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE
ARISING OUT OF SUCH ACCESS OR TRANSMISSION. NO DATA, INFORMATION OR
ADVICE OBTAINED BY YOU IN ORAL OR WRITTEN FORM FROM US OR THROUGH OR
FROM OUR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN AGREEMENT.
11. LIMITS ON LIABILITY
11.1 TO THE MAXIMUM EXTENT PERMITTED
BY LAW, WE SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT
NOT LIMITED TO, ANY DIRECT, INCIDENTAL, GENERAL, SPECIAL, CONSEQUENTIAL,
EXEMPLARY OR PUNITIVE DAMAGES) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, ARISING FROM OR RELATING TO: (A) THE USE OR INABILITY
TO USE OUR SERVICE; (B) HARM OR DAMAGE TO YOUR PROPERTY AS A RESULT
OF USING OUR SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION
OF YOUR CONTENT; (D) ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF
ANY USER OR ANY HARM TO YOU CAUSED IN WHOLE OR PART BY A THIRD PARTY,
INCLUDING BUT NOT LIMITED TO ANOTHER USER OF THE SERVICE; (E) STATEMENTS,
CONDUCT OR OMISSIONS OF ANY GUEST, HOST, OR OTHER THIRD PARTIES ON OUR
SERVICE; OR (F) YOUR OR ANYONE ELSE'S CONDUCT OR ACTS IN CONNECTION
WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION FROM INTERACTIONS
WITH OTHER USERS OF OUR SERVICE OR PERSONS INTRODUCED TO YOU BY OUR
SERVICE, WHETHER ON-LINE OR OFF-LINE. WE SHALL NOT BE LIABLE FOR ANY
FAILURE OR DELAY IN PERFORMING UNDER AGREEMENT DUE TO CAUSES BEYOND
OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF NATURE
AND POWER, INTERNET, AND EMAIL DISCONTINUITY. IF YOU ARE DISSATISFIED
WITH THE SITE OR SERVICES, YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT,
OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, ANOTHER USER
OR THE SITE WITH RESPECT TO THESE TERMS OR THE SITE, THEN YOUR SOLE
AND EXCLUSIVE REMEDY AGAUNST US IS TO DISCONTINUE USING THE SITE AND
SERVICES. IN ALL EVENTS, OUR LIABILITY, AND THE LIABILITY OF ANY OF
OUR AFFILIATES TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE ARISING
OUT OF OR IN CONNECTION WITH THE SITE AND SERVICES IS LIMITED TO THE
GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE SIX MONTHS PRIOR
TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.00 IN THE AGGREGATE.
11.2 TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU OR
ANY THIRD PARTY IN ANY MATTER ARISING FROM OR RELATING TO WITH OUR SERVICE
OR AGREEMENT EXCEED THE SUM OF ONE HUNDRED U.S. DOLLARS ($100).
11.3 THE FOREGOING LIMITATIONS SET
FORTH IN THIS SECTION AND THE DISCLAIMERS SET FORTH IN SECTION 10 APPLY
REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO THE LOSS, DAMAGE,
CLAIM OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS
BASED ON NEGLIGENCE OR OTHER TORTS, STRICT LIABILITY, BREACH OF CONTRACT
INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL
TERM, PRODUCT LIABILITY OR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE
SECRET, TRADE-MARK OR OTHER INTELLECTUAL PROPERTY RIGHT.
12. INDEMNITY. You shall indemnify
and hold us, our affiliates and respective shareholders, officers, directors,
employees and agents harmless from any third-party claim, demand, action,
damage, loss, cost or expense, including without limitation reasonable
attorneys' fees, arising out or relating to your use of our Service
or alleging facts or circumstances that, if true, could constitute your
breach of any of the terms of this Agreement. We will control any such
defense and related settlement and you will reasonably assist us therewith
at your expense.
We do not and cannot review all content
posted to the Site by members, or by other users or travelers who may
have posted on the Site a review of or guest book entry for any particular
rental rental-stay, and we are not responsible for any such materials
posted by such members, travelers or other users. All rental-stay listings
on the Site are submitted by the member and are the responsibility of
the member, and we specifically disclaim any and all liability arising
from the alleged accuracy of the listings, rental-stay reviews, guest
book entries, or any alleged breaches of contract on a member's part.
If you are a member, by accepting these Terms, you agree to indemnify
and hold the Site and any of our affiliates harmless against all costs,
expenses and losses arising out of a claim relating to the content of
your listing. You are solely responsible for keeping your rental-stay
information up to date on the Site, including, but not limited to any
and all representations about any property, its amenities, location,
and its availability for a specific date or range of dates. We do not
represent or warrant that any of the copy, content, property reviews,
guest book entries, property location, suitability, pricing or availability
information published on the Site is accurate or up-to-date even in
the case where prospective travelers have searched for specific special
offers, dates, or types of properties. Members are solely responsible
for ensuring the accuracy of any rental-stay descriptions.
13. Governing Law. This Agreement shall
be interpreted in accordance with the laws of the Province of Ontario
and the laws of Canada applicable therein, without regard to conflict-of-law
principles. You and we agree to submit to the non-exclusive jurisdiction
of a court located in Toronto, Ontario.
14. No Agency. Our relationship is
that of independent contractors, and no agency, partnership, joint venture,
employee-employer or franchiser-franchisee relations is intended or
created by this Agreement or your use of the Site or Service.
15. Miscellaneous. This Agreement contains
the entire agreement, and supersede all prior and contemporaneous understandings
between the parties. Our failure or delay in exercising any right, power
or privilege under Agreement shall not operate as a waiver thereof.
The invalidity or unenforceability of any of Agreement shall not affect
the validity or enforceability of any other the terms contained herein,
all of which shall remain in full force and effect. We may assign our
rights and delegate our obligations under Agreement in whole or part
to a third party. Sections 1, 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14
and 15 shall survive any termination or expiration of this Agreement.
Please contact us at support@istopover.com
with any questions regarding Agreement.
Your continued use of this Site and registration to use our Service is contingent upon your agreement to be bound by this Agreement.
