Terms of Use

Date of Last Revision: August 4, 2011

Welcome to SideTour!

SideTour Inc., a Delaware corporation (“SideTour”, “we”, “us” or “our”) maintains the website at http://www.sidetour.com (the “Site”) and provides related services (collectively, such services, including any new features and applications, and the Site, the “Services”) subject to the following Terms of Use (as updated and amended from time to time, these “Terms of Use”).

1. Acceptance of Terms of Use

1.1 Your Acceptance. By using the Site or the Services in any manner, you (the “user” or “you”) agree to comply with and be legally bound by these Terms of Use, including the Community Guidelines located at http://www.sidetour.com/community-guidelines, the Privacy Policy located at http://www.sidetour.com/privacy and those additional terms and conditions and policies referenced herein and/or available by hyperlink, whether or not you become a registered user of the Services. If you do not agree to be legally bound by any term or condition of these Terms of Use or any subsequent modifications hereto, you do not have any right to obtain information from or otherwise continue using the Services and your only recourse is to immediately discontinue use of the Services.

1.2 Our Right to Modify. We reserve the right to modify these Terms of Use, including those additional terms and conditions and policies referenced herein and/or available by hyperlink, at any time, effective upon posting of an updated version of these Terms of Use on this page of the Site. You are responsible for reviewing the most recent version of these Terms of Use and remaining informed about any modifications. By using this Site, you agree that the posting of new or revised Terms of Use on the Site will constitute adequate and constructive notice to you of any and all revisions and changes. Continued use of the Services after any such changes or after explicitly accepting these Terms of Use upon logging into the Site shall constitute your consent to such changes.

2. User Responsibilities

2.1 SideTour is a Venue. SideTour is an online venue that connects customers (“Customers”) who seek local activities and experiences and local hosts (“Hosts”) providing such activities and experiences. SideTour is not directly involved in the transaction between Customers and Hosts. As a result, SideTour has no control over the quality, safety, morality or legality of any aspect of the experiences listed, the conduct of the users, the ability of Hosts to provide experiences or the ability of Customers to pay for experiences.

2.2 Third-Party Content. In using the Services, you may be exposed to content and information, for example, data, text, files, information, usernames, graphics, images, photographs, profiles, audio, video, messages, services or links, from other users or third parties (“Third-Party Content”), either at the Site or through links to third-party websites. SideTour does not control, and is not responsible or liable for, Third-Party Content posted on, transmitted through or linked from the Services. Such Third-Party Content is the sole responsibility of the person from whom such Third-Party Content originated. You understand that by using the Services, you may be exposed to Third-Party Content that is incomplete, offensive, indecent, inaccurate, misleading, unlawful or otherwise objectionable. You must evaluate the veracity of, and bear all risks associated with your exposure to, Third-Party Content.

2.3 Identity Verification. You acknowledge that SideTour does not pre-screen users or approve Third-Party Content and makes no attempt to confirm, and does not confirm, any user’s purported identity. We do not investigate any user’s reputation, conduct, morality, criminal background or verify the information that any user submits to the Site. We do not endorse any persons who use or register for the Services, whether as Customers or Hosts. You are responsible for determining the identity and suitability of others whom you may contact or who may contact you by means of the Site. You agree to exercise caution and good judgment in all interactions with other users. SideTour encourages you to communicate directly with potential transaction partners through the tools available on the Site and to review your Hosts’ profile pages for feedback from other users. You may also wish to consider using a third-party escrow service or services that provide additional user verification.

2.4 Release. BY USING THE SERVICES, 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 SIDETOUR, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES.

3. Eligibility for Use

3.1 Age. The Services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful.

3.2 Registering on Behalf of a Host. If you are registering on behalf of a Host, you represent and warrant that you have the authority to bind such Host to these Terms of Use, and, for purposes hereof, the term “you” shall also be deemed to include the Host on whose behalf you have registered for the Services.

3.3 Legal Compliance. You represent and warrant that you comply with all applicable domestic and international laws, statutes, ordinances and regulations, including without limitation any laws or regulations requiring licenses such as sightseeing guide licenses, and will use the Services in a manner consistent with all such applicable laws, statutes, ordinances and regulations.

3.4 Right to Refuse Access. SideTour may, in its sole discretion, refuse to offer access to or use of the Services to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.

4. User Conduct

4.1 Rules and Restrictions. You are solely responsible for your conduct and activities on and involving the Services and any and all content and information, for example, data, text, files, information, usernames, graphics, images, photographs, profiles, audio, video, messages, services or links (“Content”), that you submit, post and display on the Site. In connection with your use of the Services, you must act responsibly and exercise good judgment. You agree to provide and maintain true, accurate, current and complete information about yourself or your Host. Without limiting the foregoing, you will not use the Services to:

(a) post or otherwise transmit any Content that (i) 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; (ii) depicts or advocates the use of illicit drugs; (iii) makes use of offensive language or images; (iv) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (v) poses or creates a privacy or security risk to any person; (vi) infringes any intellectual property or other proprietary rights of any party; (vii) 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; (viii) 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; or (ix) in the sole judgment of SideTour, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose SideTour or its users to any harm or liability of any type;

(b) violate any applicable local, state, national, international or other law or regulation, or any order of a court, including as it concerns online conduct and acceptable content;

(c) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

(d) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

(e) infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;

(f) interfere with, disrupt or damage the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

(g) use the Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;

(h) harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

(i) “stalk” or harass any other user of the Services or collect or store any information about any other user other than for purposes of transacting as a Host and Customer with one another;

(j) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;

(k) register for more than one user account or register for a user account on behalf of an individual other than yourself except as set forth in Section 3.2;

(l) transfer or sell your account and/or username to another party;

(m) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;

(n) use automated scripts to collect information or otherwise interact with the Services;

(o) use the Services to find a Host or Customer and then complete the transaction offline in order to circumvent your obligation to pay for the Services;

(p) submit any listing with a false or misleading price, or submit any listing with a price that you do not intend to honor;

(q) provide a link to any other website; or

(r) advocate, encourage, or assist any third party in doing any of the foregoing.

4.2 Interaction with Other Users. You are solely responsible for your interactions with other users of the Services. SideTour will not be responsible for any damage or harm resulting from your interactions with other users of the Services. We reserve the right, but have no obligation, to monitor interactions or disputes between you and other users of the Site or the Services 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 the Services may consider obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable.

4.3 Listing Conditions. By listing an experience on the Site, you (a) warrant that you and all aspects of the experience comply with SideTour’s published policies, (b) assume full responsibility for the content of the experience offered, (c) understand that it is publicly available to be viewed and book by any individual and (d) acknowledge and agree that the price and time you specify for that listing will constitute an essential part of a binding agreement between you and the Customer and agree to honor all registrations through the Site at the price and time listed.

5. Right to Cancel Account or Delete Content; Storage of Content

5.1 Our Right to Cancel Accounts. SideTour may, in our sole discretion and without liability to you or to any third party, with or without cause, with or without notice and at any time: (a) terminate your access to the Services, (b) deactivate or delete any of your accounts and all related Content, (c) bar your access to any of such Content or (d) refuse, edit or delete any Content that you post or submit to the Site or through the Services. Upon termination we will promptly pay you any hosting fees held in escrow and due to you (if any), less our service fee.

5.2 Termination of Inactive Accounts. You acknowledge that SideTour reserves the right to terminate accounts that are inactive for an extended period of time.

5.3 Storage of Content. You acknowledge that SideTour may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that Content will be retained by the Services and the maximum storage space that will be allotted on SideTour’s servers on your behalf. You agree that SideTour has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Services. You further acknowledge that SideTour reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

6. Payment; Fees

6.1 Fee Structure. In exchange for providing the Services, SideTour keeps a portion of the Host’s price of each experience. As a Customer, you agree to pay the amount posted by the Host from whom you have chosen to purchase an experience. As a Host, posting a listing is free, but you agree to pay SideTour our then-current service charge for each purchase made by a Customer. SideTour’s Fees Policy, which is subject to change, is available on the Site at http://www.sidetour.com/community-guidelines and is hereby incorporated by reference. Changes to the Fees Policy and the fees for SideTour’s services are effective after SideTour provides you with at least fourteen (14) days’ notice by posting the changes on the Site. However, SideTour may choose to temporarily change the Fees Policy and the fees for SideTour’s services for promotional events; such changes are effective when SideTour posts the temporary promotional event on the Site.

6.2 Customer Fee Terms. If you purchase an experience, you will be asked to provide your credit card information and billing address. Your card will be charged the full amount of such experience at that time. If you are required to provide SideTour information regarding your credit card or other payment instrument, you represent and warrant that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. If you dispute any charges you must let SideTour know within sixty (60) days after the date that we charge you. If SideTour terminates your account and use of the Services because you have breached these Terms of Use, you shall not be entitled to the refund of any unused portion of fees or payments (if any).

6.3 Host Fee Terms. If you are a Host, SideTour will endeavor to remit Revenue (defined below) to you, less SideTour’s applicable fees (as described on the Site and in the Services), within 10 days of the date of commencement of the experience. For purposes hereof, “Revenue” shall mean gross revenue actually received by SideTour from its sale of experiences hereunder, less taxes, refunds, returns, chargebacks and bad debt. All Revenue will be paid to the Host in accordance with the payment information provided by the Host to SideTour through the Services, and the Host is solely responsible for ensuring such information remains accurate and up to date. If the Host disputes any payments, the Host must inform SideTour within sixty (60) days after the date that SideTour pays the Host.

6.4 Refunds and Cancellations. If you wish to cancel or obtain a refund for an experience, please see SideTour’s Refund and Cancellation Policy available on the Site at http://www.sidetour.com/community-guidelines. The Refund and Cancellation Policy is hereby incorporated by reference.

6.5 Donations. Some Hosts may pledge to donate a portion of the funds they receive to a particular cause or charity. We do not control, and will not take any responsibility or liability for, whether the Host does in fact make the donation they pledged to make.

6.6 Taxes. You shall be responsible for paying any and all taxes applicable to any purchases or sales of experiences you make on the Site (excluding any taxes on SideTour’s net income).

7. Privacy

The Privacy Policy of SideTour governs the handling, storage and use of any information you submit to us, including credit card billing information. The Privacy Policy is available on the Site at http://sidetour.com/privacy and is hereby incorporated by reference. You agree to abide by all terms set forth in the Privacy Policy.

8. Password and Account Security

8.1 Responsibility to Maintain Confidentiality. You are solely responsible for maintaining the confidentiality of your password(s) associated with any account you use to access the Services. Accordingly, you understand and agree that you are solely responsible for any and all activities that occur under your account.

8.2 Notification of Unauthorized Use. You agree to (a) immediately notify SideTour at info@sidetour.com of any unauthorized use of your username, password or account or any other breach of security, and (b) ensure that you log off and exit from your account at the end of each session when accessing the Services.

8.3 No Liability. SideTour will not be liable for any loss or damage arising from your failure to comply with this Section 8.

9. Intellectual Property

9.1 User Intellectual Property. SideTour does not claim ownership rights in your Content. You grant SideTour a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, sublicensable (through multiple tiers) license to use, reproduce, display, perform, adapt, modify, sell, distribute, have distributed and promote such Content in any form, in any media now known or hereinafter created and for any purpose, subject to the Privacy Policy as described in Section 7. You represent and warrant that you have sufficient rights to grant us this license.

9.2 Personal Information. As part of a transaction, you may obtain personal information, including email address, mailing address and phone number information, from another user. Without obtaining prior permission from the other user, this personal information shall only be used for that transaction or for SideTour-related communications. SideTour has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user, you are not licensed to add any SideTour user to your email or physical mail list. For more information, see SideTour’s Privacy Policy available on the Site at http://www.sidetour.com/privacy.

9.3 Re-posting Content. By posting Content on SideTour, it is possible for an outside website or a third party to re-post that Content. You agree to hold SideTour harmless for any dispute concerning this use. If you choose to display your own SideTour-hosted image on another website, the image must provide a link back to its listing page on SideTour.

9.4 Our Intellectual Property. Material on the Site (with the exception of Third-Party 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 SideTour, 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. “SideTour” , “www.sidetour.com” and other SideTour graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks and trade dress of SideTour protected by federal and state law; you agree not to use such marks for any purpose, including but not limited to as metatags on other websites, in written materials, in connection with any product or services in any manner that is likely to cause confusion or otherwise.

9.5 Use of Our Intellectual Property. You may not systematically retrieve data or other content from the Site to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise. You may not display any portion of the Site in a frame (or any content from the Site through in-line links) without our prior written consent, which may be requested by contacting us at info@sidetour.com. You may, however, establish ordinary links to the homepage of the Site without our written permission, and you may make use of embedded HTML “widgets” if we have provided the HTML code.

10. Right to Modify or Discontinue Services

SideTour may, in our sole discretion and without liability to you or to any third party, with or without cause, with or without notice modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof).

11. Disclaimer of Warranties

11.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” . YOU ACKNOWLEDGE AND AGREE THAT SIDETOUR DOES NOT CHECK ANY CUSTOMER, HOST, OR OTHER USER’S BACKGROUND OR RECORD.

11.2 IN PARTICULAR, SIDETOUR, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES DO NOT REPRESENT OR WARRANT TO YOU THAT:

(A) THE SERVICES WILL MEET YOUR REQUIREMENTS;

(B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;

(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE COMPLETE, ACCURATE OR RELIABLE;

(D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOU EXPECTATIONS; OR

(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE OR ERRORS IN ANY DATA PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

11.3 NO DATA, INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SIDETOUR, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

11.4 SIDETOUR, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

11.5 NOTHING IN THESE TERMS OF USE, INCLUDING THIS SECTION 11 AND SECTION 12, SHALL EXCLUDE OR LIMIT SIDETOUR’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. Limitation of Liability

12.1 SUBJECT TO SECTION 11.5, YOU EXPRESSLY UNDERSTAND AND AGREE THAT SIDETOUR, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE TO YOU FOR:

(A) ANY LOSSES OR DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, AND/OR INCIDENTAL, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFIT, LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER INTANGIBLE LOSSES, BODILY INJURY, EMOTIONAL DISTRESS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE;

(B) ANY LOSSES OR DAMAGES WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSSES OR DAMAGES AS A RESULT OF OR ARISING FROM:

(I) THE USE OR INABILITY TO USE THE SERVICES;

(II) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY. RELIABILITY OR EXISTENCE OF ANY LISTINGS;

(III) ANY EXPERIENCE, INTERACTION, COMMUNICATION, RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY OTHER USER OF THE SERVICES IN CONNECTION WITH THE SERVICES;

(IV) STATEMENTS, CONDUCT OR OMISSIONS OF YOU, ANY CUSTOMER, HOST OR OTHER THIRD PARTY ON OR IN CONNECTION WITH THE USE OF THE SERVICES, WHETHER ONLINE OR OFFLINE;

(V) HARM TO YOU CAUSED IN WHOLE OR IN PART BY A THIRD PARTY, INCLUDING BUT NOT LIMITED TO ANOTHER USER OF THE SERVICES;

(VI) HARM OR DAMAGE TO YOUR PROPERTY AS A RESULT OF USING THE SERVICES;

(VII) ANY CHANGES WHICH SIDETOUR MAY MAKE TO THE SERVICES, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

(VIII) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;

(IX) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT; OR

(X) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

12.2 SUBJECT TO SECTION 11.5, IN NO EVENT SHALL SIDETOUR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID SIDETOUR IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.

12.3 THE LIMITATIONS ON SIDETOUR’S LIABILITY TO YOU IN THIS SECTION 12 SHALL APPLY WHETHER OR NOT SIDETOUR HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

13. Indemnity

YOU AGREE TO INDEMNIFY AND HOLD SIDETOUR (AND EACH OF ITS SUBSIDIARIES, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES) HARMLESS FROM ANY THIRD-PARTY CLAIM, DEMAND, ACTION, DAMAGE, LOSS, COST OR EXPENSE, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES OR ALLEGING FACTS OR CIRCUMSTANCES THAT, IF TRUE, COULD CONSTITUTE YOUR BREACH OF ANY OF THESE TERMS OF USE OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY. SIDETOUR WILL CONTROL ANY SUCH DEFENSE AND RELATED SETTLEMENT AND YOU WILL REASONABLY ASSIST US THEREWITH AT YOUR EXPENSE.

14. No Agency

You and SideTour are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

15. Arbitration; Governing Law

At SideTour’s or your election, all disputes, claims or controversies arising out of or relating to these Terms of Use, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, that are not resolved by mutual agreement may be finally settled by arbitration in New York County, New York, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect. Unless otherwise agreed by the parties, arbitration will be held before a single commercial arbitrator with substantial experience in resolving commercial contract disputes mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS. The arbitration must commence within 45 days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award shall be made and delivered within 60 days of the conclusion of the arbitration and within 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 these Terms of Use and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under these Terms of Use, and each party hereby irrevocably waives any claim to such damages. The prevailing party in any arbitration or other proceeding arising under this Terms of Use shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. 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. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. These Terms of Use shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, you and SideTour agree to submit to the exclusive jurisdiction and venue of the courts located within the State of Delaware. 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 Services or these Terms of Use must be filed within one year after such claim or cause of action arose or be forever barred.

16. Miscellaneous

These Terms of Use contain 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 these Terms of Use shall not operate as a waiver thereof. The invalidity or unenforceability of any of these Terms of Use shall not affect the validity or enforceability of any other of these Terms of Use, all of which shall remain in full force and effect. SideTour may assign our rights and delegate our obligations under these Terms of Use in whole or part to a third party. Headings of sections are for convenience only and shall not be used to limit or construe such sections.

17. Survival

Sections 2.4 (Release), 6 (Payment; Fees), 9 (Intellectual Property), 7 (Privacy), 11 (Disclaimer of Warranty), 12 (Limitation of Liability), 13 (Indemnity), 14 (No Agency), 15 (Arbitration; Governing Law) and 16 (Miscellaneous) shall survive any termination or expiration of these Terms of Use.

18. Reporting Misconduct

If you use the service of a Host or provide a service to any Customer who you feel is acting or has acted inappropriately, including but not limited to offensive, violent or sexually inappropriate behavior, who you suspect of stealing from you, or who engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to SideTour by contacting us with your police station and report number at info@sidetour.com; provided that your report shall not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

19. Feedback; Questions

Please contact us at info@sidetour.com to report any violations of these Terms of Use or to ask any questions regarding these Terms of Use.