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Turtlshell.com is the online platform, operated by ZividVentures, LLC. Throughout the site, the terms “we”, “us” and “our” refer to ZividVentures, LLC. ZividVentures, LLC offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services.
YOU ACCEPT THE AGREEMENT:
WE DEFINE THE TERMS:
For the purpose of this agreement, the following terms are defined as stated below:
·“Lender” means a party who owns an item for rent on TurtlShell.
·“Renter” means a party who rents items through TurtlShell, pursuant to the Rental Agreement.
·“Item” means a consumer good, piece of equipment, textbook, tools or anything else made available by a Lender to Renter for rent through TurtlShell as described in any Rental Listing.
·“Rental” means a rental of Item between a Lender and a Renter regulated by the Rental Agreement.
·“Rental Period” means the fixed period of time during which there is a Rental between a Lender and a Renter pursuant to a Rental Contract.
·“Rental Listing” means information published by a Lender on TurtlShell in connection with a specified Item.
·“Rental Payment” means a payment made from a Renter to an Lender for Item rented through TurtlShell and governed by the Rental Agreement.
·“Rental Contract” means an agreement between a Lender and a Renter requiring the Lender to transfer the right to use an Item for a fixed amount of time in exchange for a fee, as set forth in the Agreement. Defined more in detail, Rental Contract includes (i) the standard terms governing Rentals in this Agreement; (ii) any variation of the terms of this Agreement as we may provide from time to time; and (iii) any other agreement that a Lender uses to facilitate a Rental through TurtlShell.
·“Member Feedback” means user feedback on TurtlShell about a Rental Transaction or a party to a Rental and the mechanism through which the feedback is delivered.
·“Public Discussion” means the forum elements of TurtlShell that allow Users to make comments or ask questions on Rental Listing.
In order to create an account and use TurtlShell platform, you need to be 18 years old. If you are under 18 years old, you can only use our services with the supervision of a parent or a legal guardian who is at least 18 years old. In all cases, the adult would be the user and is responsible for any and all activity.
You can only use TurtlShell to the extent the laws of your jurisdiction or the United States do not bar you from doing so. Please make sure these Terms are in compliance with all laws, rules, and regulations that apply to you.
By using TurtlShell, you represent and warrant that you meet all eligibility requirements we outline in these Terms. TurtlShell may still refuse to let certain people access or use the Services. TurtlShell may also change the eligibility criteria.
We offer our Services only for personal, noncommercial use and not for the use or benefit of any third party (unless you are a parent or legal guardian using the Services for your minor child).
TurtlShell is an online, peer-to-peer marketplace, created to connect Lenders and Renters. TurtlShell, and therefore Zivid Ventures LLC, is not a party to any Rental Contract. TurtlShell, does not offer any rental services. In this regard, TurtlShell does not have a control over the quality, timing, safety, legality, failure to provide, or any other aspect whatsoever of the Item listed in a Rental Listing, or the integrity, actions, or omissions of any Lender or Renter. Please note that TurtlShell does not have a control over Owner’s ability to actually rent the listed Item, Renter’s ability to actually pay for the rental of any Item and the accuracy and truthfulness of the Rental Listings. We do put our best effort to ensure compliance of all the TurtlShell market participants with the rules and terms stated in here. However, we do not guarantee that the parties will comply with any or all terms of a Rental.
It is not necessary to have an account on TurtlShell platform to browse for Items. Creating an account with TurtlShell is necessary in order to enter into any Rental Agreement. Creating TurtlShell account includes providing us with your first and last name, email address, password and other information. By creating account with TurtlShell, one acknowledges and agrees to comply with the following rules and guidance:
3. The users are responsible for protecting the password of their TurtlShell account and for any activates under their password and account. TurtlShell urges users to use strong passwords with their accounts. Strong passwords usually contain a combination of upper and lower case letters, numbers, and symbols.
4. Users (account holders) are expected and required to provide truthful and accurate information on the platform. If the user fails to comply with any of the above stated rules and guidance, TurtlShell cannot, and will not, be liable for any loss or damage resulting from the lack of compliance.
Please contact email@example.com in you have any questions about registering an account with TurtlShell.
Lender can post a Rental Listing on TurtlShell only if he/she is a legal owner of the listed Item or legally allowed to rent out the item that is offered. Lender must be in possession of the intellectual property rights related to the Rental Listing. The intellectual property rights include, but are not limited to, text and images of the Rental Listing, including any related image reproduction rights, publicity rights, and software accompanying the Item on the rental Listing. When posting a Rental Listing, you agree to the following rules:
- All written communication must be conducted through the TurtlShell messaging service. If you accept the request to rent an Item, you must accept payment and complete the rental process on TurtlShell. Any rental inquiry originating from another user of TurtlShell platform, must be completed on TurtlShell. If the rental happens outside of our platform with the party who you initially met on TurtlShell, the parties involved will be:
2. Unprotected and liable for any damage to or theft of the Item involved.
3. Damaging the TurtlShell community and the trust of its members.
4. The subjects of the TurtlShell account removal.
- All fees related to the Rental Listing must be disclosed. Possible fees in the Rental Listing include extra payments related to the Rental, such as delivery, maintenance, or other assistance as linked to the particular Item listed. Lender is required to mention any specific rental condition in the product description. Lender should not create Rental Listings with false or misleading price information. Once the offer price has already been accepted, owner should not change it.
- When posting a Rental Listing on TurtlShell, give a full and honest description of the listed Item. This includes, but is not limited to: the make and model/type of the Item; the Item’s year of manufacture; any physical, mechanical, or other defects in the Item; and any other specifications of the Item that a reasonable Renter would find pertinent. Lenders represent and warrant to Renters that: (i) the Item is in good working/using condition; and (ii) the Lender has the right to license, sublicense, or assign any software or intellectual property included in the Item, and covenants to maintain such rights for the duration of the Rental Period.
- Each Lender is responsible for maintaining and repairing the Item they make available for Rental. Item shall at all times be in good working/using condition prior to delivery to the Renter. If you post a Rental Listing, describe in the Rental Listing any defects or limitations on usability, capability, condition, or capacity of any Item (“Pre-Existing Damage”) to prevent any needless misunderstandings. Renters have the right to cancel the Rental Contract due to any defect or limitation on functionality not listed in the Rental Listing.
- Normal “wear and tear” resulting for normal usage of the Item should be expected. If you post a Rental Listing, you acknowledge and understand that the Rental Payment constitutes full and fair compensation to Lenders for such wear and tear, and Lenders are not otherwise protected. Wear and tear may consist of minor cosmetic damage such as scuffing, nicks, abrasions, or scratches of non-functional surfaces. Renters are fully responsible for any damage: (i) resulting from “misuse,” negligence, or Prohibited Activities of the Item; and (ii) related to functional elements of the Item.
- Offer for rent only goods that the Renter can physically pick up from a given location, either at your address or at another one of your rental locations. Publish any contact information within a Rental Listing, including the exact address of the rental location or your exact address, fax, telephone number, or email address. If your Item is damaged in any way, notify the Renter prior to delivery and commencement of the Rental Period. As a Lender, you represent and warrant that: (i) the Item is in good working condition, and (ii) that you have the right to license, sublicense, or assign any software or intellectually property included in the Item. You covenant to maintain such rights for the duration of the Rental Period.
- Please don’t offer any Item that may not be rented or subleased pursuant to the terms and conditions of an agreement with a third party or under any applicable law. If you’re entering into a Rental with anyone under the age of 18, make sure you have parental consent.
- You recognize and acknowledge that Renters acquire no ownership, title, property, right, equity, or interest in the Item other than a leasehold interest solely as lessee subject to all the terms and conditions of this Agreement. A Rental Contract constitutes a true lease under the Uniform Commercial Code (UCC), as in effect in the District of Columbia, and not a sale of Item subject to a security interest under Article 9 of the UCC (Uniform Commercial Code—Secured Transactions as adopted in District of Columbia) to secure the purchase price of the Item. Lenders have title to the Item at all times.
- You are not liable to Renters for any liability, loss, or damage caused or alleged to be caused directly or indirectly by the Item including but not limited to any inadequacy of, defect in, or incident in connection with the Item.
If you enter into a Rental with a Lender, you agree to pay the price advertised by the Lender in the Rental Listing, including extra payments such as deposit or other assistance as required for the particular Item listed. When entering into a Rental you agree on the following rules:
- You agree to pick up the Item from the Lender at the start of the Rental Period (“Start Date”) and to return the Item to the Lender at the end of the Rental Period (“End Date”) in the condition in which it was initially received. The exact times for pickup and drop off will be determined between you and the Lender prior to meeting. The Rental Period will not be automatically extended if you do not pick up the Item by the Start Date, although you and the Lender may shorten or extend the Rental Period by mutual consent. If you fail to return the Item to the Lender by the End Date, you agree to pay any late fee set by the Lender, including for partial days and the Lender may take this from a deposit you placed prior to Renting.
- You agree to disclose to the Lender and to TurtlShell any and all of the intended uses of the rental items.
- You warrant that the Item will only be used for personal or business use and that you will not sublease the Rental to any third party. You also agree to comply with all applicable laws.
- Before using the Item, you should conduct a visual and functional inspection. Please note any Pre-Existing Damage. You should document any Pre-Existing Damage to the Item, with supporting photographs (if applicable), and you will be permitted to cancel the Rental Contract for that Item.
- Items will occasionally become damaged and you are not responsible for normal wear and tear. However, you will be solely liable for any harm or damage caused to a Lender or third party – including property damage to or theft of Item – arising out of or in connection with your acts, omissions, or negligence in handling or other use of Item rented via TurtlShell. You are fully responsible for: (i) damage resulting from “misuse” or negligence; and (ii) damage to the Item’s functional elements.
- Lenders and Renters agree that normal “wear and tear” resulting from normal usage of the Item is expected and not the responsibility of the Renter.If you find damage to the Item in your initial inspection or in your subsequent usage, do not use the Item and notify the TurtlShell team immediately at firstname.lastname@example.org.
Unless otherwise indicated, Lenders are not manufacturers of the Item and make no warranty whatsoever with respect to the Item, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Lenders do not make any representation, warranty, or covenant, express or implied, with respect to the condition, quality, durability, or suitability of the Item. You’re accepting the Item “as is.”
TURLSHELL RENTAL POLICY
We charge a service fee of twenty (20%) for each transaction on the Lender’s side, which includes any third-party processing fees charged by Stripe or any other payment system.
Here are a few things to keep in mind regarding fees and payment:
Responsibility for Paying Fees. Our service fee that includes any third-party processing fees will be deducted from an item’s advertised price. The Lender is responsible for paying the service fees.
Lenders will be solely liable for any taxes resulting from any Rental or use of TurtlShell and will be solely responsible to determine what taxes, if any, he or she must pay.
We reserve the right to change the foregoing service fees and agree to notify users of any changes in fees. We also reserve the right, in our sole discretion (but not the obligation), to: (i) place on hold any Rental Payment and extra payments for an indefinite period, or (ii) refund or provide credits to a Renter or Lender, or arrange for third party to do so, from the funds paid by a Renter or received by a Lender if we determine, in our sole discretion, that any impropriety has occurred in a Rental. Users of TurtlShell will be liable for any taxes (including VAT, if applicable) required to be paid on the Rental provided under the Agreement (other than taxes on the Company’s income).
TurtlShell allows users to post, transmit, or store text or other materials, such as Rental Listings, Images, Member Feedback, and third-party links (collectively, "Content").
Responsibility for Your Content. You should only provide Content that you have the full right to share with others. Do not upload, post, or otherwise transmit any Content to or through TurtlShell that infringes, misappropriates, or otherwise violates any copyright, trademark, or other intellectual property right, right of privacy, right of publicity, or any other right of any entity or person, or that is unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane, or that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law or TurtlShell rule or policy. Under any suspicion or offense, we reserve the right to remove any and all of your Content from TurtlShell.
Approval of Content. We do not verify or pre-approve any posted Content, and any content in the form containing opinions or in the form of opinions are not reflective of the opinions of TurtlShell as an entity or its employees or owners.
We allow for communication and sharing of information between Lenders and Renters to facilitate Rentals. When communicating, it’s important to follow these guidelines:
Do not enter into a Rental or otherwise conduct business with a Renter outside of TurtlShell. If your rental is not paid through TurtlShell, it will limit our ability to grow our marketplace community. We reserve the right to block you from TurtlShell if we find that you have taken a transaction off our platform.
When interacting with other Renters and Lenders, exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons that you don’t know. Each User is responsible for his or her own research to be satisfied that a specific User is suitable to enter into a Rental.
No Agency Relationship
While we may choose to facilitate communication or payment between Renters, prospective Renters, and Lenders of an Item, we’re not the agent of any Renter, prospective Renter, or Lender for any purpose. Our involvement is only limited to the facilitation of the rental of an Item.
Users should understand that nothing in this Agreement shall be deemed to constitute, create, give effect to, or otherwise recognize a partnership, franchise, agency, joint venture, or formal business entity of any kind or create a fiduciary or similar relationship between the parties. Every person using our Service is acting in their own name and for their own purpose.
Your Use of TurtlShell Services
TurtlShell is provided for your personal or business use only and you are responsible for all of your activity in connection with TurtlShell and for any use of your TurtlShell account. When using TurtlShell in accordance with these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license. However, the maintenance of that license is subject to your good behavior. If you use the Service, you must abide by basic common sense ground rules:
Don’t Use TurtlShell to Break the Law. You agree you will not violate any laws or regulations when using TurtlShell. This includes any local, provincial, state, federal, national, and international laws or regulations that may apply to you. It’s your responsibility to obtain any permits or licenses that your Item requires; you may not rent or offer for rental anything that violates any laws; and don’t commit fraud, theft, or any other crimes against TurtlShell, another TurtlShell user, or a third party.
Respect the Rights of Others. Don’t engage in any intimidating, harassing, or predatory behavior, or stalk any other user of TurtlShell or contact a User for any purposes other than asking a question related to a Rental Contract or the Rental. Do not attempt to contact Users on platforms outside of TurtlShell for any of these purposes. Don’t upload any content that violates the rights of any third parties, including but not limited to copyright, trademark, statutory, and other proprietary rights.
Stealing. You agree not to “crawl,” “scrape,” “spider,” decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, data, or underlying ideas or algorithms of any part of TurtlShell.
TurtlShell Systems. You agree not to distribute any worm, virus, Trojan horse, or other harmful computer code through the Service.
TurtlShell’s Intellectual Property. The name “TurtlShell” and any graphic elements, design elements, presentations, phrases, designs, logos, layout, and source code of TurtlShell are owned by us and are protected by law with the exception of any open-source code.
TurtlShell Services. Do not take any action as a User or through a computer program that may impose an unreasonable or disproportionately large burden or load on TurtlShell’s infrastructure; interferes or attempts to interfere with the proper working of TurtlShell or any activities conducted using TurtlShell for other Users or Admin; circumvents any security-related features of TurtlShell; builds, or authorizes another party to build, a competitive or related product to TurtlShell; recruits or otherwise solicits any user of TurtlShell to join third-party services or websites that are competitive to TurtlShell; or bypasses any measures we may use to prevent or restrict access to TurtlShell by any means.
Feedback. Your feedback help us improve our Service and any unsolicited ideas or other materials you submit to TurtlShell (not including your Content or items you offer for Rental through our Service) are considered non-confidential and nonproprietary to you. You grant us a nonexclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation, credit, or acknowledgement. Providing feedback is optional.
Takedown Policy and DMCA Complaints
If a User has uploaded any User Content to TurtlShell that infringes an intellectual property right, feel free to send us a request to take down the content at info@TurtlShell.com. Any such complaints or requests should include your name, mailing address, telephone number, email address, and physical or electronic signature.
If you send us a request to take down content that infringes upon any intellectual property rights, your request should include:
- A description of the content that you believe infringes upon your copyright;
- The name and reference to the copyrighted work that you believe is being infringed;
- The TurtlShell.com URL that is associated with the infringing content;
- A brief explanation of how the content infringes your rights;
- A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or under the law; and
- A statement that the information included in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright.
To learn more about the policies and requirements of the Digital Millennium Copyright Act, please visit http://www.copyright.gov/legislation/dmca.pdf.
After we receive a complaint, we will make best efforts to review the complaint as soon as possible. We will terminate the accounts of any repeat infringers at our discretion.
If you receive a notice that we have removed your content on basis of infringing or false content, and you believe that we have acted as a result of misidentification or error, you can email us at info@TurtlShell.com with:
- Your name, address, telephone number, and email address;
- An identification of the material that we have taken down;
- A statement under penalty of perjury that you have a good faith belief that the material was removed as a result of mistake or misidentification;
- A statement that you consent to the jurisdiction of the U.S. District Court for the federal district in which you reside, and that you will accept service of process from the complaining party or its agent in the event that a lawsuit is filed against you relating to such content; and
- Your physical or electronic signature.
If we receive such a notice, we will review the request and may put the removed content back on your profile, unless we first receive notice from the complaining party that it has filed a lawsuit or other action seeking a court order to keep you from engaging in the allegedly infringing activity.
Right to Terminate Your Account and/or Block Access to the Site
We may terminate your account or otherwise prevent you from using TurtlShell at our discretion, with or without cause, at any time and without notice, and without any liability to you for doing so. We further reserve the right to block access to TurtlShell to anyone for any reason at any time.
If we terminate and delete your account, you must immediately stop using TurtlShell and you agree not to attempt to regain access to TurtlShell without our express permission or with another account or user acting on your behalf. In the event of termination of your account, the provisions of this Agreement shall remain in effect, and TurtlShell reserves the right to retain any data or information you have provided to TurtlShell or posted on TurtlShell.
If you wish to terminate your account with TurtlShell, please contact us at info@TurtlShell.com. In the event of termination of your account, the provisions of this Agreement shall remain in effect.
Third-Party Services and Content
In order to operate the Service, we utilize various third-party services and websites including our payment service Stripe (“Third-Party Services”). We have no control over these Third-Party Services, and in no event shall we be held responsible or liable for the accuracy, reliability, or of any third-party’s content or policies or how current they are. Users who access or use a Third-Party Service through TurtlShell are solely responsible for complying with the terms and policies of those third parties.
The description or reference to a third-party’s product or service shall not be construed as an endorsement of such third-party product or service by TurtlShell. We retain the exclusive right to add to, modify, or cancel the availability of any Third-Party Service through TurtlShell.
Warranties & Limitation of Liability
Disputes and Disagreements Between Renters and Lenders. We’re not a party to any Rental Agreement between Renters and Lenders. We only serve as a facilitator by offering a digital communications platform through which users can execute Rentals. As a user, you understand that we do not create, manufacture, store, or inspect any Items rented through our Service. We do not and cannot make any warranties about the quality, safety, or even their legality of any Items. Any legal claim related to an Item listed or rented must be brought directly against the Lender of the Item. If you find yourself in a dispute with another user of the Services or a third party, we encourage you to contact the other party and try to resolve the dispute amicably. You release TurtlShell from any claims, demands, and damages arising out of disputes with other users or parties
YOU UNDERSTAND AND AGREE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO TURTLSHELL, ITEM RENTED THROUGH TURTLSHELL, OR ANY OTHER SOFTWARE REFERENCED IN THIS AGREEMENT, ALL OF WHICH ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, SECURITY, COMPATIBILITY, RELIABILITY, OR OTHERWISE, WITH RESPECT TO ALL SUCH SOFTWARE.
OUR OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, COUNSEL, EMPLOYEES, CONSULTANTS, AND OTHER PERSONNEL AUTHORIZED TO ACT, ACTING, OR PURPORTING TO ACT ON OUR BEHALF (THE “TURTLSHELL PARTIES”) DO NOT WARRANT THAT TURTLSHELL WILL BE ERROR-FREE OR THAT DEFECTS WITH TURTLSHELL WILL BE CORRECTED. MOREOVER, YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE AND ANY THIRD-PARTY SOFTWARE ON TURTLSHELL IS AT YOUR OWN RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF TURTLSHELL, INCLUDING, BUT NOT LIMITED TO, ANY OWNERS OR RENTERS. YOU UNDERSTAND THAT WE DO NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF TURTLSHELL. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF TURTLSHELL OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF TURTLSHELL. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF TURTLSHELL AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF OUR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY OWNERS OR RENTERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY US.
BECAUSE WE ARE NOT INVOLVED IN THE ACTUAL CONTACT BETWEEN USERS OR IN THE CONSUMMATION OF RENTALS, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE US (AND OUR OFFICERS, DIRECTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. WE EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS.
WE EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY OWNER, RENTER, OR OTHER THIRD PARTY.
SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
Limitation of Liability.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF TURTLSHELL, ITS RENTAL LISTINGS, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF THE SITE, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. THE TURTLSHELL PARTIES WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY RENTAL CONTRACT, FROM THE USE OF OR INABILITY TO USE THE SITE, FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF TURTLSHELL, OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF TURTLSHELL OR FROM ITS RENTAL LISTINGS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT AND YOUR USE OF TURTLSHELL, INCLUDING, BUT NOT LIMITED TO, FROM ITS RENTAL LISTINGS OR FROM THE USE OF OR INABILITY TO USE TURTLSHELL OR IN CONNECTION WITH ANY INTERACTIONS WITH ANY OTHER USERS OF TURTLSHELL, EXCEED THE LOWER OF: (1) AMOUNTS YOU HAVE PAID OR OWE FOR YOUR RENTALS IN THE ONE (1) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; OR (2) $200. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.
To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the TurtlShell Parties from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including, but not limited to, attorneys’ fees) arising from or relating to: (i) your use of and access to TurtlShell; (ii) your violation of any term of this Agreement; (iii) any infringement or misappropriation of a third party’s intellectual property rights; (iv) your violation of any law, rule, or regulation, or the rights of any third party; or (v) any Rental or Rental Contract, including, but not limited to, any injuries, losses, or damages (compensatory, direct, incidental, consequential, or otherwise) of any kind.
Choice of Law
This Agreement shall be governed by, subject to, and interpreted in accordance with the laws of the District of Columbia (D.C.), and the federal laws of the United States, without regard to conflict of laws principles. You waive any objection based on lack of personal jurisdiction, place of residence, improper venue, or forum non conveniens in any such action.
Arbitration and Waiver of Class Action
Agreement to Arbitrate. While we do get involved in any legal dispute between Renters and Owners (as set forth above), we understand that it is possible that you may have a legal claim directly against us. While we hope that’s not the case, in the event that you do have a dispute with us, you agree to arbitrate any dispute with us arising from this Agreement or your use of TurtlShell on an individual basis. That means you cannot sue us in court or have a trial by jury.
Format for Arbitration. In the case of a dispute, you agree that: (i) any arbitration will occur in Washington, District of Columbia; and (ii) the arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of American Arbitration Association for arbitration of consumer-related disputes, in the English language, and with limited discovery.
At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. Other than class procedures and remedies discussed below, the arbitrator will have the authority to grant any remedy that would otherwise be available to a court or other tribunal. THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING TO ENFORCE THESE TERMS SHALL ALSO BE ENTITLED TO COSTS AND ATTORNEYS’ FEES AND THE ARBITRAL DECISION MAY BE ENFORCED IN ANY COURT.
Waiver of Class Action. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AGREE THAT YOU WILL NOT COMMENCE A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION OR PROCEEDING.
If for any reason a claim proceeds in court rather than in arbitration, the parties agree that the claim will be brought exclusively in a federal court located in Washington, District of Columbia. The parties expressly consent to this exclusive jurisdiction and waive any and all objections based on inconvenience of venue or jurisdiction. However, the parties may seek injunctive or other equitable relief to protect its intellectual property rights and any claims regarding infringement or misappropriation of its intellectual property rights in any court of competent jurisdiction.
Time Limitation on Claims
You agree that any claim you may have arising out of or related to your relationship with us must be filed within one year after such claim arose, where, for purposes of this section, the time that the injury or harm occurred – not when it was discovered thereafter – is where it arose; otherwise, your claim is permanently barred.
Your Relationship with Us
For the sake of clarity, please understand that nothing in this Agreement shall be deemed to constitute, create, give effect to, or otherwise recognize a partnership, franchise, agency, joint venture, or formal business entity of any kind or create a fiduciary or similar relationship with us.
We reserve the right at any time to modify or discontinue TurtlShell (or any part thereof), temporarily or permanently, with or without notice.
We may provide you with notices, including those regarding changes to this Agreement. Such notices may not be received if you violate this Agreement by accessing TurtlShell in an unauthorized manner. You acknowledge that under this Agreement, by using TurtlShell you are deemed to have received any and all notices that would have been delivered had you accessed TurtlShell in an authorized manner.
You agree that we may assign any of our rights and/or transfer, sub-contract, or delegate any of our obligations, under these Terms. Your agreement to these Terms is personal to you and you may not transfer or assign it to any third party.
We will not be held liable for any delays, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including, but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorism, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, or other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
Our failure to exercise or delay in exercising any right, power, or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.
If any provision or term of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation or any governmental agency (local, state, or federal), such provision will be changed and interpreted to accomplish the objectives of the term or provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
Note to International Users
TurtlShell is hosted in the United States. If you are a user accessing TurtlShell from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure, that differ from U.S. laws, please be advised that through your continued use of TurtlShell, which is governed by U.S. law, you are transferring your personal information to the United States and you consent to that transfer.
This Agreement sets forth the entire understanding and agreement between you and us as to the subject matter hereof and supersedes any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between us. Except as provided for above, any modification to this Agreement must be in writing and must be signed by both parties.
Questions and Comments
We welcome comments, questions, concerns, or suggestions. Please contact us at: info@TurtlShell.com. Effective Date: March 14, 2017.