Term and Conditions
This Agreement sets forth the terms and conditions between Yoiner LLC and all parties who use our services. You must read this Agreement before using the Yoiner Site and booking an Adventure. Use of the Site or payment for an Adventure constitutes an agreement to all terms and conditions in this Agreement and you warrant that you understand, agree to and accept all terms and conditions contained herein.
Yoiner LLC (“Yoiner,” “we,” “us,” “our”) provides its services (described below) to you through its website located at www.yoiner.com (the “Site”) and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms and Conditions (as amended from time to time, the “Terms and Conditions”). We reserve the right, at our sole discretion, to change or modify portions of these Terms and Conditions at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than thirty (30) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms and Conditions.
Yoiner is an online platform (the “Site”) that connects locals who have unique knowledge of and experience with a particular travel destination or activity (“Providers”) with travelers seeking to receive services related to such destinations and activities (“Travelers”). Providers (“Guides”) lead Adventures on the ground. Through Yoiner’s services, Providers may create and post profiles (“Profiles”) that provide information about the Provider’s knowledge and experience, and may make themselves available to offer certain services to Travelers at a particular destination (each such service, an “Adventure”). Travelers may select Providers (or may request that Yoiner attempt to connect them to a Provider) to provide the Traveler with an Adventure (generally, the Yoiner “Services”).
Yoiner makes available a platform for Travelers and Providers to meet online and arrange for Adventures. Yoiner is not an operator of tours, activities or Adventures, nor is it a provider of tours or activities, and Yoiner does not own, sell, resell, furnish, provide, manage and/or control any transportation or tour services. Yoiner’s responsibilities are limited to: (i) facilitating the availability of the online Services connecting Travelers with Providers; and (ii) serving as the limited agent of each Provider for the purpose of accepting payments from Travelers on behalf of the Provider.
TRAVELER UNDERSTANDS AND AGREES THAT YOINER IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN PROVIDERS AND TRAVELERS, NOR IS YOINER AN AGENT OR INSURER. PROVDERS ARE INDEPENDENT CONTRACTORS AND ARE NOT EMPLOYEES OR AGENTS OF YOINER. PROVIDERS HAVE NO AUTHORITY TO ACT ON BEHALF OF YOINER. THE SERVICES ARE INTENDED TO BE USED TO FACILITATE THE CONNECTIONS BETWEEN PROVIDERS AND TRAVELERS. YOINER CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY PROFILES AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY ADVENTURES. YOINER HAS NO CONTROL OVER THE CONDUCT OF PROVIDERS, TRAVELERS AND OTHER USERS OF THE SERVICES OR ANY ADVENTURES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD. ACCORDINGLY, THE PLANNING OR PARTAKING OF ANY ADVENTURES ARE AT THE PROVIDER’S AND/OR TRAVELER’S OWN RISK.
- Registration Obligations
- Member Account, Password & Security
You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Yoiner of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Yoiner will not be liable for any loss or damage arising from your failure to comply with this Section.
- Modifications to Service
Yoiner reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Yoiner will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
- General Practices Involving Use & Storage of User Information
You acknowledge that Yoiner may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Yoiner’s servers on your behalf. You agree that Yoiner has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Yoiner reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Yoiner reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
- Provider Obligations
As a Provider, you may create Profiles that showcase your experience, activities you can lead, and the type of Adventures you can help Travelers plan. Profiles will be made publicly available via the Services, and other users may contact you based upon the information provided in your Profile. You acknowledge and agree that you are responsible for your Profiles and your own acts and omissions and are also responsible for the acts and omissions of any individuals who are present during the Adventure at your request or invitation, excluding the Traveler (and the individuals the Traveler invites to the Adventure, if applicable). You agree to comply with any Yoiner Provider Guidelines in effect at the time you accept an Adventure or receive payment for any Adventure, and these Guidelines are incorporated herein by reference.
You understand and agree that Yoiner does not act as an insurer or as a contracting agent for you as a Provider. If a Traveler requests your expertise for an Adventure and participates in your Adventure, any agreement you enter into with such Traveler is between you and the Traveler and Yoiner is not a party thereto. Notwithstanding the foregoing, Yoiner serves as your limited authorized agent for the purpose of accepting payments from Travelers on your behalf, and is responsible for transmitting such payments to you, subject to these Terms and Conditions.
You are responsible for all bookings, including without limitation on-the-ground arrangements, tours or Adventures you host, restaurants and similar bookings.
You represent and warrant that your Profile and your planning of and/or guidance on any Adventure:
- will not breach any agreements you have entered into with any third parties (such as any agreements with or rules of employers or local tourism agencies)
- will (i) be in compliance with all applicable laws, tax requirements, and rules and regulations that may apply to any such Adventure, including, but not limited to, tourism, tour guide licensing laws, and other laws governing events and tours of public spaces and other venues and (ii) not conflict with the rights of third parties.
Please note that Yoiner assumes no responsibility for any Provider’s or Traveler’s compliance with any applicable laws, rules and regulations. Yoiner reserves the right, at any time and without prior notice, to remove or disable access to any Profile for any reason, including Profiles that Yoiner, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Services.
Yoiner recommends that Providers and Travelers obtain appropriate insurance for their Adventures. Please review any insurance policy that you may have for your Adventure carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Travelers (and the individuals the Traveler invites to the Adventure, if applicable) while participating in your Adventure.
- No Endorsement
Yoiner does not endorse any Adventures. In addition, although these Terms require users to provide accurate information, we do not attempt to confirm, and do not confirm, any user’s purported identity. You are responsible for determining the identity and suitability of others who you contact via the Services. We will not be responsible for any damage or harm resulting from your interactions with other users. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against the particular user or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from Yoiner with respect to such actions or omissions.
- Bookings & Financial Terms for Providers
- Guides. If you are a Guide and a booking is requested for your Adventure via the Services, you will be required to either confirm or reject the booking within the specified timeframe (which is generally within 24-48 hours of when the booking is requested, as determined by Yoiner in its sole discretion) or the booking request will be automatically cancelled. If you are unable to confirm or decide to reject a booking of an Adventure within the specified timeframe, any amounts collected by Yoiner for the requested booking will be refunded to the applicable Traveler’s credit card and any pre-authorization of such credit card will be released. When a booking is requested via the Services, we may share with you the first and last name of the Traveler who has requested the booking and a link to the Traveler’s Yoiner Account profile page.
The fees displayed in each Listing are comprised of the Adventure Fees. Where applicable, Taxes may be charged in addition to the Adventure Fees. The Adventure Fees and applicable Taxes are collectively referred to in these Terms as the “Total Fees”. The amounts due and payable by a Traveler solely relating to a Guide’s Adventure are the “Adventure Fees”. Please note that it is the Guide and not Yoiner which determines the Adventure Fees. Yoiner charges a fee to Travelers of two point nine percent (2.9%) of applicable Adventure Fees which are the “Credit Card Fees”, however, the Credit Card Fees may vary depending on the third party credit card processor and any changes will be noted on the Yoiner website at the time of payment. Yoiner will collect the Total Fees at the time of booking confirmation (i.e. when the Guide confirms the booking within the specified timeframe) and will initiate payment of the Adventure Fees (less Yoiner’s Guide Fees (defined below)) to the Guide within 48 hours of when the Traveler arrives at the applicable Adventure (except to the extent that a refund is due to the Traveler). However, please note that we will not be responsible for delays in remitting Adventure Fees, which can vary based on the bank, payment provider, currency, location, etc. Be aware that in some instances it may take up to 30-60 days to receive funds as a result of bank and third-party payment provider process and regulations.
- Bookings & Fees for Travelers
Travelers who wish to request the assistance of a Provider via the Services should provide the necessary information to Yoiner regarding the Traveler’s desired Adventures, preferences and budget. Yoiner will endeavor to match the Traveler with a Provider with experience in the Traveler’s desired areas, and will connect the Traveler with a Provider in the event Yoiner finds a match. Travelers may also directly contact Providers with a request. After first contact between Provider and Traveler, the Provider agrees not to provide the same or similar services to Traveler outside the Yoiner system. The Provider should propose an Adventure itinerary after which the Traveler and the Provider should continue to communicate to finalize the itinerary. Once the itinerary is finalized, the Provider will either:
- confirm the Traveler’s reservation request for a guided experience or
- send the Traveler the final proposed booking and price quote for curating the Adventure (“Itinerary”), which the Traveler may confirm or reject.
Please note Yoiner will charge a non-refundable service fee (“Yoiner Service Fee”) on top of the price quote equivalent to a twenty percent (20%) commission of the Adventure Fees.
- Cancellation and Refunds
- These terms and conditions govern the Yoiner Traveler Refund Policy (the “Traveler Refund Policy”) available to Travelers who book and pay for an Adventure listed by a Guide through the Yoiner platform (the “Site”) and suffer a Travel Issue and the obligations of the Guide associated with the Traveler Refund Policy.
- Travel Issue. A “Travel Issue” means any one of the following:
- The Guide of the Adventure (i) cancels a reservation within 24 hours before the scheduled start of the reservation, (ii) fails to arrive for the Adventure within 30 minutes of the scheduled start time, or (iii) fails to provide the Traveler with the reasonable ability to access the Adventure (e.g., by allowing the Traveler access to the space in which the Adventure will happen or begin if applicable).
- The description of the Adventure in the listing on the Site is materially inaccurate with respect to (a) the duration of the Adventure, (b) the content of the Adventure (including but not limited to the stated activities or sites, as applicable), (c) the physical location of the Adventure, or (d) during the Traveler’s Adventure, conditions do not meet safety or health hazards that would be reasonably expected, given the nature of the particular Adventure, in Yoiner’s judgment.
- The Traveler Refund Policy. Traveler may cancel an Adventure for no reason within [X] days of the Adventure start date, however, Yoiner shall only reimburse fifty percent (50%) of the Adventure Fees. If you are a Traveler and suffer a Travel Issue, we agree, at our discretion, to either (i) reimburse you up to the full amount paid by you through the Site, as determined by Yoiner in our discretion, depending on the nature of the Travel Issue suffered or (ii) use our reasonable efforts to find and book you another Adventure which in our determination is reasonably comparable to the Adventure described in your original reservation in terms of content and quality. For clarity, in the event the alternative Adventure is of a higher price than the former, you may be responsible for any difference in price. In the event the alternative Adventure is of a lower price, you may be entitled to a partial refund for the difference. All determinations of Yoiner with respect to the Traveler Refund Policy, including without limitation the size of any refund, shall be final and binding on the Travelers and Guides.
- Conditions to Claim a Travel Issue. Only a Traveler may submit a claim for a Travel Issue. If you are a Traveler, in order to submit a valid claim for a Travel Issue and receive the benefits with respect to your reservation, you are required to meet each of the following conditions:
- You must not have directly or indirectly caused the Travel Issue (through your action, omission or negligence); and
- iii. You must have used reasonable efforts to try to remedy the circumstances of the Travel Issue with the Guide prior to making a claim for a Travel Issue (and you must provide evidence of having done so).
- Minimum Standards, Guide Responsibilities & Reimbursement to Traveler. If you are a Guide, you are responsible for ensuring that the Adventures you list on the Site meet minimum quality standards regarding adequacy of the description on the Site, safety, health, and do not present a Traveler with Travel Issues. Throughout the Adventure, Guides should be available in order to try, in good faith, to resolve Traveler issues.
If you are a Guide, and if (i) Yoiner determines that a Traveler has suffered a Travel Issue related to an Adventure listed by you and (ii) Yoiner either reimburses that Traveler any amount up to the amount paid by the Traveler through the Site for the Adventure or provides an alternative Adventure to the Traveler, you agree to reimburse Yoiner up to the amount paid by Yoiner within 30 days of Yoiner’s request. All determinations of Yoiner with respect to the Traveler Refund Policy, including without limitation the size of any refund to the Traveler, shall be final and binding on the Travelers and Guides. You also agree that in order for you to reimburse Yoiner up to the amount paid by Yoiner, Yoiner may off-set or reduce any amounts owed by Yoiner to you by this amount. If the Traveler is rescheduled to an alternative Adventure, you may lose part or all of the Adventure Fee payment for the booking and you may be responsible for reasonable additional costs incurred to reschedule the Traveler to the alternative Adventure.
- No Assignment/No Insurance. The Traveler Refund Policy is not intended to constitute an offer to insure, does not constitute insurance or an insurance contract, does not take the place of insurance obtained or obtainable by the Traveler, and the Traveler has not paid any premium in respect of the Traveler Refund Policy. The benefits provided under this Traveler Refund Policy are not assignable or transferable by you.
- Modification or Termination of Traveler Refund Policy. Yoiner reserves the right to modify or terminate this Traveler Refund Policy, at any time, in its sole discretion, and without prior notice. If Yoiner modifies this Traveler Refund Policy, we will post the modification on the Site or provide you with notice of the modification and Yoiner will continue to process all claims for Travel Issues made prior to the effective date of the modification.
- Entire Agreement and Definitions. The Traveler Refund Policy constitutes the entire and exclusive understanding and agreement between Yoiner and you regarding the Traveler Refund Policy and supersedes and replaces any and all prior oral or written understandings or agreements between Yoiner and you regarding the Traveler Refund Policy.
You understand and agree that you are solely responsible for determining your applicable tax reporting requirements in consultation with your tax advisors. Yoiner cannot and does not offer tax-related advice to any users of the Services. Additionally, please note that each Provider is responsible for determining local indirect taxes and for including any applicable taxes to be collected or obligations relating to applicable taxes within Itineraries.
- User Conduct
You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Yoiner. Yoiner reserves the right to investigate and take appropriate legal action against anyone who, in Yoiner’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
- Email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Yoiner, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Yoiner or its users to any harm or liability of any type;
- Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
- Violate any applicable local, state, national or international law, or any regulations having the force of law;
- Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Solicit personal information from anyone under the age of 18;
- Harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
- Further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
- Obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service;
- Offer, as a Provider, any Adventures that you do not yourself have permission to provide (without limiting the foregoing, you will not list Adventures as a Provider if you are serving in the capacity of an agent for a third party);
- Offer, as a provider, any Adventure that may not be provided pursuant to the terms and conditions of an agreement with a third party;
- Contact a Provider for any purpose other than asking a question related to a booking, such Provider’s Adventures or Profiles;
- Contact a Traveler for any purpose other than asking a question related to a booking or such Traveler’s use of the Services;
- When acting as a Traveler or otherwise, recruit or otherwise solicit any Provider or other user of the Services to join third party services or websites that are competitive to Yoiner, without Yoiner’s prior written approval;
- Use the Services to find a Provider or Traveler and then complete a booking of an Adventure transaction independent of the Services, whether or not you do so in order to circumvent the obligation to pay any Service Fees related to Yoiner’s provision of the Services; or
- As a Provider, submit any Profile or Itinerary with a false or misleading price information.
- Intellectual Property Rights
You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Yoiner, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith is the property of Yoiner, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Yoiner.
The Yoiner name and logos are trademarks and service marks of Yoiner (collectively the “Yoiner Trademarks”). Other Yoiner, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Yoiner. Nothing in these Terms and Conditions or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Yoiner Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Yoiner Trademarks will inure to our exclusive benefit.
- Third Party Material
Under no circumstances will Yoiner be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Yoiner does not have a duty to pre-screen content, but that Yoiner and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Yoiner and its designees will have the right to remove any content that violates these Terms and Conditions or is deemed by Yoiner, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
- User Content Transmitted Through the Service
With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), including but not limited to any materials or content uploaded by Providers on their Profile, you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyright and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Yoiner and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to Yoiner are non-confidential and Yoiner will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Yoiner may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms and Conditions; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Yoiner, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
- Third Party Websites
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Yoiner has no control over such sites and resources and Yoiner is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Yoiner will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Yoiner is not liable for any loss or claim that you may have against any such third party.
- Indemnity & Release
You agree to release, indemnify and hold Yoiner and its affiliates and their officers, employees, directors and agent harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms and Conditions or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
- DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOINER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
YOINER MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
- LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOINER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF YOINER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL YOINER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID YOINER IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
- Dispute Resolution
All disputes, claims, or controversies arising out of or relating to the Terms and Conditions or the Service that are not resolved by mutual agreement shall be resolved by binding arbitration to be conducted before JAMS, or its successor. The parties express waive any right to a jury trial in a court of law. Unless otherwise agreed by the parties, arbitration will be held in Denver, Colorado before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in the Terms and Conditions. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in the Terms and Conditions and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under the Terms and Conditions, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.
You agree that Yoiner, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Yoiner believes that you have violated or acted inconsistently with the letter or spirit of these Terms and Conditions. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Yoiner may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms and Conditions may be effected without prior notice, and acknowledge and agree that Yoiner may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Yoiner will not be liable to you or any third party for any termination of your access to the Service.
- User Disputes
You agree that you are solely responsible for your interactions with any other user in connection with the Service and Yoiner will have no liability or responsibility with respect thereto. Yoiner reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
- General Terms
These Terms and Conditions constitute the entire agreement between you and Yoiner and govern your use of the Service, superseding any prior agreements between you and Yoiner with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content or third-party software. These Terms and Conditions will be governed by the laws of the State of Colorado without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Yoiner agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the City and County of Denver, Colorado. The failure of Yoiner to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms and Conditions remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms and Conditions must be filed within six (6) months after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms and Conditions without the prior written consent of Yoiner, but Yoiner may assign or transfer these Terms and Conditions, in whole or in part, without restriction. The section titles in these Terms and Conditions are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms and Conditions or other matters by displaying notices or links to notices generally on the Service.