Updated Terms of Service
Terms of Service
Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Adventure Clubs Platform, you agree to comply with and be bound by these Terms of Service.
Please note: Section 19 of these Terms of Service contains an arbitration clause and class action waiver that applies to all Adventure Clubs Members. If your Country of Residence (as defined below) is the United States, this provision applies to all disputes with Adventure Clubs. If your Country of Residence is outside of the United States, this provision applies to any action you bring against Adventure Clubs in the United States. It affects how disputes with Adventure Clubs are resolved. By accepting these Terms of Service, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
Last Updated: April 27, 2020
Thank you for using Adventure Clubs!
These Terms of Service (“Terms“) constitute a legally binding agreement (“Agreement“) between you and Adventure Clubs (as defined below) governing your access to and use of the Adventure Clubs website, including any subdomains thereof, and any other websites through which Adventure Clubs makes its services available (collectively, “Site“), our mobile, tablet and other smart device applications, and application program interfaces (collectively, “Application“) and all associated services (collectively, “Adventure Clubs Services“). The Site, Application and Adventure Clubs Services together are hereinafter collectively referred to as the “Adventure Clubs Platform”.
When these Terms mention “Adventure Clubs,” “we,” “us,” or “our,” it refers to the Adventure Clubs company you are contracting with. Your contracting entity will generally be determined based on your Country of Residence. Your “Country of Residence” is the jurisdiction associated with your Adventure Clubs Account as determined by either your express selection or by Adventure Clubs’s assessment of your residence using various data attributes associated with your Adventure Clubs Account.
If your Country of Residence is the United States, you are contracting with Adventure Clubs, Inc., 302 Washington St #150-14295 San Diego, CA 92103, United States.
If your Country of Residence is outside of the United States, you are contracting with Adventure Clubs, Inc., 302 Washington St #150-14295 San Diego, CA 92103, United States.
If you change your Country of Residence, the Adventure Clubs company you contract with will be determined by your new Country of Residence as specified above, from the date on which your Country of Residence changes.
Any and all payment processing services through or in connection with your use of the Adventure Clubs Platform (“Payment Services“) are provided to you by one or more Adventure Clubs Payments entities (individually and collectively, as appropriate, “Adventure Clubs Payments“) as set out in the Payments Terms of Service (“Payments Terms“).
Hosts alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings and Host Services. For example, some cities have laws that restrict their ability to provide certain Host Services. In many cities, Hosts may have to register, get a permit or obtain a license before providing certain Host Services (such as preparing food, serving food for sale, guiding tours or operating a vehicle). Host are alone responsible for identifying and obtaining any required licenses, permits, or registrations for any Host Services they offer. Certain types of Host Services may be prohibited altogether. Penalties may include fines or other enforcement. If you have questions about how local laws apply to your Adventure(s) and Host Service(s) on Adventure Clubs, you should always seek legal guidance.
1. Scope of Adventure Clubs Services
1.1 The Adventure Clubs Platform is an online marketplace that enables registered users (“Members”) and certain third parties who offer services (Members and third parties who offer services are “Hosts” and the services they offer are “Host Services”) to publish such Host Services on the Adventure Clubs Platform (“Listings”) and to communicate and transact directly with Members that are seeking to book such Host Services (Members using Host Services are “Guests”). Host Services may include single or multi-day activities in various categories (“Experiences”), access to unique events and locations (“Events”), and a variety of other travel and non-travel related services.
1.2 As the provider of the Adventure Clubs Platform, Adventure Clubs does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Host Services, nor is Adventure Clubs an organiser or retailer of travel packages under Directive (EU) 2015/2302. Hosts alone are responsible for their Listings and Host Services. When Members make or accept a booking, they are entering into a contract directly with each other. Adventure Clubs is not and does not become a party to or other participant in any contractual relationship between Members, nor is Adventure Clubs an insurer. Adventure Clubs is not acting as an agent in any capacity for any Member, except as specified in the Payments Terms.
1.3 While we may help facilitate the resolution of disputes, Adventure Clubs has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or Host Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. Adventure Clubs does not endorse any Member, Listing or Host Services. Any references to a Member being “verified” (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Adventure Clubs about any Member, including of the Member’s identity or background or whether the Member is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to participate in an Adventure, Experience or Event or use other Host Services, or communicate and interact with other Members, whether online or in person. Images (as defined below) are intended only to indicate a photographic representation of a Listing at the time the photograph was taken, and are therefore not an endorsement by Adventure Clubs of any Host or Listing.
1.4 If you choose to use the Adventure Clubs Platform as a Host or Co-Host (as defined below), your relationship with Adventure Clubs is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Adventure Clubs for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Adventure Clubs. Adventure Clubs does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Host Services. You acknowledge and agree that you have complete discretion whether to list Host Services or otherwise engage in other business or employment activities.
1.5 To promote the Adventure Clubs Platform and to increase the exposure of Listings to potential Guests, Listings and other Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Members who speak different languages, Listings and other Member Content may be translated, in whole or in part, into other languages. Adventure Clubs cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations. The Adventure Clubs Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.
1.6 The Adventure Clubs Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Adventure Clubs is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Adventure Clubs of such Third-Party Services.
1.7 Due to the nature of the Internet, Adventure Clubs cannot guarantee the continuous and uninterrupted availability and accessibility of the Adventure Clubs Platform. Adventure Clubs may restrict the availability of the Adventure Clubs Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Adventure Clubs Platform. Adventure Clubs may improve, enhance and modify the Adventure Clubs Platform and introduce new Adventure Clubs Services from time to time.
2. Eligibility, Using the Adventure Clubs Platform, Member Verification
2.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the Adventure Clubs Platform or register an Adventure Clubs Account. By accessing or using the Adventure Clubs Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
2.2 You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your Host Service(s) are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
2.3 Adventure Clubs may make access to and use of the Adventure Clubs Platform, or certain areas or features of the Adventure Clubs Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a Member’s booking and cancellation history.
2.4 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).
2.5 The access to or use of certain areas and features of the Adventure Clubs Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Adventure Clubs Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.
2.6 If you access or download the Application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement. Some areas of the Adventure Clubs Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.
3. Modification of these Terms
Adventure Clubs reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Adventure Clubs Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Adventure Clubs Platform will constitute acceptance of the revised Terms.
4. Account Registration
4.1 You must register an account (“Adventure Clubs Account“) to access and use certain features of the Adventure Clubs Platform, such as publishing or booking a Listing. If you are registering an Adventure Clubs Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
4.2 You can register an Adventure Clubs Account through your account with certain third-party social networking services, such as Facebook (“SNS Account“). You have the ability to logout the connection between your Adventure Clubs Account and your SNS Account at any time, by accessing the “Profile” section of the Adventure Clubs Platform.
4.3 You must provide accurate, current and complete information during the registration process and keep your Adventure Clubs Account and public Adventure Clubs Account profile page information up-to-date at all times.
4.4 You may not register more than one (1) Adventure Clubs Account unless Adventure Clubs authorizes you to do so. You may not assign or otherwise transfer your Adventure Clubs Account to another party.
4.5 You are responsible for maintaining the confidentiality and security of your Adventure Clubs Account credentials and may not disclose your credentials to any third party. You must immediately notify Adventure Clubs if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Adventure Clubs Account. You are liable for any and all activities conducted through your Adventure Clubs Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
4.6 Adventure Clubs may enable features that allow you to authorize other Members or certain third parties to take certain actions that affect your Adventure Clubs Account. For example, we may allow eligible Members or certain third parties to book Listings on behalf of other Members, or we may allow Hosts to add other Members as Co-Hosts (as defined below) to help manage their Listings. These features do not require that you share your credentials with any other person. No third party is authorized by Adventure Clubs to ask for your credentials, and you shall not request the credentials of another Member.
5.1 Adventure Clubs may, at its sole discretion, enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Adventure Clubs Platform (“Member Content“); and (ii) access and view Member Content and any content that Adventure Clubs itself makes available on or through the Adventure Clubs Platform, including proprietary Adventure Clubs content and any content licensed or authorized for use by or through Adventure Clubs from a third party (“Adventure Clubs Content” and together with Member Content, “Collective Content“).
5.2 The Adventure Clubs Platform, Adventure Clubs Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Adventure Clubs Platform and Adventure Clubs Content, including all associated intellectual property rights, are the exclusive property of Adventure Clubs and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Adventure Clubs Platform, Adventure Clubs Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Adventure Clubs used on or in connection with the Adventure Clubs Platform and Adventure Clubs Content are trademarks or registered trademarks of Adventure Clubs in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Adventure Clubs Platform, Adventure Clubs Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Adventure Clubs Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Adventure Clubs or its licensors, except for the licenses and rights expressly granted in these Terms.
5.4 Subject to your compliance with these Terms, Adventure Clubs grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Adventure Clubs Platform and accessible to you, solely for your personal and non-commercial use.
5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the Adventure Clubs Platform, you grant to Adventure Clubs a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the Adventure Clubs Platform, in any media or platform. Unless you provide specific consent, Adventure Clubs does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.
5.6 Adventure Clubs may offer Hosts the option of having professional photographers take photographs of their Host Services, which are made available by the photographer to Hosts to include in their Listings with or without a watermark or tag bearing the words “Adventure Clubs.com Verified Photo” or similar wording (“Verified Images“). You are responsible for ensuring that your Host Service is accurately represented in the Verified Images and you will stop using the Verified Images on or through the Adventure Clubs Platform if they no longer accurately represent your Listing, if you stop hosting the Host Service featured, or if your Adventure Clubs Account is terminated or suspended for any reason. You acknowledge and agree that Adventure Clubs shall have the right to use any Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Where Adventure Clubs is not the exclusive owner of Verified Images, by using such Verified Images on or through the Adventure Clubs Platform, you grant to Adventure Clubs an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Adventure Clubs in turn grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use Verified Images outside of the Adventure Clubs Platform solely for your personal and non-commercial use.
5.7 You are solely responsible for all Member Content that you make available on or through the Adventure Clubs Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the Adventure Clubs Platform or you have all rights, licenses, consents and releases that are necessary to grant to Adventure Clubs the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Adventure Clubs’ use of the Member Content (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.8 You will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates Adventure Clubs’ Content Policy or any other Adventure Clubs policy. Adventure Clubs may, without prior notice, remove or disable access to any Member Content that Adventure Clubs finds to be in violation of these Terms or Adventure Clubs’ then-current Policies or Standards, or otherwise may be harmful or objectionable to Adventure Clubs, its Members, third parties, or property.
5.9 Adventure Clubs respects copyright law and expects its Members to do the same. If you believe that any content on the Adventure Clubs Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.
6. Service Fees
6.1 Adventure Clubs may charge fees to Hosts (“Host Fees“) and/or Guests (“Guest Fees“) (collectively, “Service Fees“) in consideration for the use of the Adventure Clubs Platform.
6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to a Host or Guest prior to publishing or booking a Listing. Adventure Clubs reserves the right to change the Service Fees at any time, and will provide Members adequate notice of any fee changes before they become effective.
6.3 You are responsible for paying any Service Fees that you owe to Adventure Clubs. The applicable Service Fees (including any applicable Taxes) are collected by Adventure Clubs Payments. Adventure Clubs Payments will deduct any Host Fees from the Listing Fee before remitting the payout to the Host. Any Guest Fees are included in the Total Fees collected by Adventure Clubs Payments. Except as otherwise provided on the Adventure Clubs Platform, Service Fees are non-refundable.
7. Terms specific for Hosts
7.1 Terms applicable to all Listings
7.1.1 When creating a Listing through the Adventure Clubs Platform you must (i) provide complete and accurate information about your Host Service (such as listing description, location, and calendar availability), (ii) disclose any deficiencies, restrictions (such as house rules) and requirements that apply (such as any minimum age, proficiency or fitness requirements for an Experience) and (iii) provide any other pertinent information requested by Adventure Clubs. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.
7.1.2 You are responsible for setting a price (including any Taxes if applicable, or charges such as gratuities) for your Listing (“Listing Fee”). Once a Guest requests a booking of your Listing, you may not request that the Guest pays a higher price than in the booking request.
7.1.3 Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Listing.
7.1.4 Pictures, animations or videos (collectively, “Images“) used in your Listings must accurately reflect the quality and condition of your Host Services. Adventure Clubs reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.
7.1.5 The placement and ranking of Listings in search results on the Adventure Clubs Platform may vary and depend on a variety of factors, such as Guest search parameters and preferences, Host requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of Host Service, and/or ease of booking.
7.1.6 When you accept or have pre-approved a booking request by a Guest, you are entering into a legally binding agreement with the Guest and are required to provide your Host Service(s) to the Guest as described in your Listing when the booking request is made. You also agree to pay the applicable Host Fee and any applicable Taxes.
7.1.7 Adventure Clubs recommends that Hosts obtain appropriate insurance for their Host Services. Please review any respective insurance policy carefully, and in particular 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 Guests (and the individuals the Guest has booked for, if applicable) while participating in your Experience, Event or other Host Service.
7.2 Listing Experiences, Events and other Host Services
Hosts who list Experiences, Events and Host Services other than Accommodations agree to and are subject to the Additional Terms for Experience Hosts.
7.2.1 To list an Experience, Event or other Host Service, you must create a Listing and submit the Experience, Event or Host Service to Adventure Clubs. Experiences, Events or other Host Services must at all times meet the quality standards for Experiences. Adventure Clubs reserves the right to decide, in its sole discretion, whether a submitted Experience, Event or other Host Service will be published on the Adventure Clubs Platform. Once published, an Experience, Event or other Host Service may be removed pursuant to the removal provisions below or pursuant to any applicable removal provision in the Adventure Clubs Terms of Service.
7.2.2 When listing an Experience, Event or other Host Service you must, where applicable, fully educate and inform Guests about (i) any risks inherent to the Experience, Event or other Host Service, (ii) any requirements for participation, such as the minimum age, related skills, level of fitness or other requirements, and (iii) anything else they may need to know to safely participate in the Experience, Event or other Host Service (including dress codes, equipment, special certifications or licenses, etc.).
7.2.3 Once your Experience, Event or other Host Service is published on the Adventure Clubs platform, you will have the ability to add dates and times when you offer your Experience through the Adventure Clubs Platform. By making your Experience, Event or other Host Service available for a particular date and time on the Adventure Clubs Platform (an “Instance”), you agree that only people who book through Adventure Clubs can attend that Instance of the Experience, Event or other Host Service. You further agree that you will not allow people to attend any Instance of your Experience, Event or other Host Service available on the Adventure Clubs Platform unless that person booked through Adventure Clubs (or was added as an additional Guest for a spot booked through the Adventure Clubs Platform).
7.2.4 If you wish to list an Experience, Event or other Host Service on behalf of a Nonprofit, you must comply with the eligibility requirements for hosting an Experience. When listing an Experience you (i) represent and warrant that you are duly authorized to act on behalf of your Nonprofit and (ii) acknowledge and agree that all payouts will be directed to an account owned by your Nonprofit. You and your Nonprofit acknowledge that listing an Experience does not create a commercial fundraising or co-venturer, or charitable trust relationship with Adventure Clubs and Adventure Clubs is not a professional fundraiser or commercial participator. Nonprofits, and not Adventure Clubs, are responsible for determining what, if any, portion of their Listing Fee is a charitable contribution and for providing Guests charitable tax receipts for any applicable charitable contributions. You and your Nonprofit are solely responsible for complying with all laws that apply to your organization and your Experience.
7.2.5 Hosts alone are responsible for the Experiences, Events, or other Host Services that they submit, list and provide. Adventure Clubs merely provides the Adventure Clubs Services and is not itself an operator or provider of tours, activities, travel services, Experiences, Events or other Host Services. Adventure Clubs does not own, sell, resell, furnish, provide, manage and/or control any such Experiences, Events or other Host Services. Adventure Clubs’s responsibilities are limited to making the Listings for Experiences, Events or other Host Services available through the Adventure Clubs Platform.
7.2.6 You are responsible for acquiring all equipment, including supplies, vehicles, venues and other materials (“Equipment”) necessary to host your Experience, Event or other Host Service. You are solely responsible for ensuring that the Equipment used in your Experience, Event or other Host Service is in good working order and conforms to all laws pertaining to safety, equipment, inspection, and operational capability. Except as otherwise required by law, you assume all risk of damage or loss to your Equipment.
7.3 Additional Experience Host Responsibilities
7.3.1 You are responsible for (i) understanding and complying with all laws, rules and regulations that may apply to your Experience, Event or other Host Service(s), (ii) obtaining any required licenses, permits, or registrations prior to providing your Experience, Event or other Host Service(s); and (iii) ensuring that your Listing and/or Hosting of an Experience, Event, or other Host Service(s) will not breach any agreement you may have with any third party.
7.3.2 You must provide your Experience, Event or other Host Service in person and may not allow any third party to provide the Experience, Event or other Host Service on your behalf, unless authorized by Adventure Clubs. Section 7.4 of the Adventure Clubs Terms of Service provides additional terms regarding co-hosting.
7.3.3 If any provision or part of a provision in these terms is held to be invalid, void, or unenforceable, such provision (or the part of it that is making it invalid, void or unenforceable) will be struck and not affect the validity of and enforceability of the remaining provisions.
7.3.4 Updates to these Experience Host Terms
7.3.4 We reserve the right to update, modify or discontinue the Experience Host Terms, at any time. If we modify the Experience Host Terms, we will give you notice and post the modification on the Adventure Clubs Site, Application, or Services. By continuing to access or use the Services after the modified Experience Host Terms becomes effective, you are indicating that you agree to be bound by the updated terms. If the modified terms are not acceptable to you, your recourse is to stop using the Services.
7.3.6 Unless you reside in Germany, if you or we terminate the Experience Host Terms, the clauses of these Experience Host Terms that reasonably should survive termination of the Experience Host Terms will remain in effect. When the Experience Host Terms are terminated, you are not entitled to a restoration of your account (if your account is canceled) or of the Member Content.
7.4.1 Adventure Clubs may enable Hosts to authorize other Members (“Co-Hosts”) to administer the Host’s Listing(s), and to bind the Host and take certain actions in relation to the Listing(s) as permitted by the Host, such as accepting booking requests, messaging and welcoming Guests, and updating the Listing Fee and calendar availability (collectively, “Co-Host Services”). Any agreement formed between Host and Co-Host may not conflict with these Terms, the Payments Terms, or any other Policies applicable to your Host Service(s). Co-Hosts may only act in an individual capacity and not on behalf of a company or other organization, unless expressly authorized by Adventure Clubs. Adventure Clubs reserves the right, in our sole discretion, to limit the number of Co-Hosts a Host may invite for each Listing and to limit the number of Listings a Co-Host may manage.
7.4.2 Hosts and Co-Hosts may agree on a fee (“Co-Host Services Fee”) in consideration for the Co-Host Services provided by the Co-Host. When such an agreement is made, the Host agrees to pay the Co-Host Services Fee for any confirmed booking of their Listing, which will be deducted directly from the Listing Fee after deduction of any applicable Host Fee. In addition, Hosts may instruct a Co-Host to provide certain one-time services in relation to their Listing. Hosts can pay Co-Hosts for one-time services and any other expenses using the Resolution Center. Adventure Clubs Payments will process all Co-Host Services Fees and Resolution Center payments.
7.4.3 Hosts and Co-Hosts agree that each activity, booking, or other transaction reported on the Adventure Clubs Platform, including any Co-Host Services provided by the Co-Host and any amounts due from a Host to the Co-Host for the provision of such services, will be deemed accurate, correct and binding, unless challenged, by notifying the other person and Adventure Clubs (by emailing firstname.lastname@example.org), within 21 days of posting of the disputed activity, booking or other transaction on the Adventure Clubs Platform.
7.4.4 Hosts should exercise due diligence and care when deciding who to add as a Co-Host to their Listing(s). Hosts remain solely responsible and liable for any and all Listings and Member Content published on the Adventure Clubs Platform, including any Listing created by a Co-Host on their behalf. Further, Hosts remain responsible and liable for their own acts and omissions, including, but not limited to, conduct that causes harm or damage to the Co-Host(s). Co-Hosts remain responsible and liable for their own acts and omissions when engaging in their roles and responsibilities as a Co-Host, including, but not limited to, conduct that causes harm or damage to the Host. In addition, both Host and Co-Host are jointly responsible and severally liable for third party claims, including Guest claims, arising from the acts and omissions of the other person as related to hosting activities, communications with Guests, and the provision of any Co-Host Services.
7.4.5 Unless agreed otherwise by Host and Co-Host, Host and Co-Host may terminate the Co-Host agreement at any time. In addition, both Host and Co-Host acknowledge that their Co-hosting relationship will terminate in the event that Adventure Clubs (i) terminates the Co-Host service or (ii) terminates either party’s participation in the Co-Host service. When the Co-Host agreement is terminated, the Host will remain responsible for all of the Co-Host’s actions prior to the termination, including the responsibility to fulfill any pending or future bookings initiated prior to the termination. When a Member is removed as a Co-Host, that Member will no longer have access to any Host or Guest information related to the applicable Host’s Listing(s). In addition, Host agrees to pay Co-Host for all Co-Host Services completed prior to Co-Host’s termination within 14 days of Co-Host’s termination via the Resolution Center. A Co-Host will not be entitled to any fees for any Co-Host Services that have not been completed prior to the Co-Host’s termination.
7.4.6 As a Co-Host, you will not be reviewed by Guests, meaning that your Co-Host activities will not affect your Reviews or Ratings for other Listings for which you are a Host. Instead, the Host of such Listing(s) will be reviewed by Guests (including potentially on the basis of the Co-Host’s conduct and performance). Hosts acknowledge that Reviews and Ratings from Guests for their Listing(s) may be impacted by a Co-Host’s conduct and performance.
8. Terms specific for Guests
8.1 Terms applicable to all bookings
8.1.1 Subject to meeting any requirements (such as completing any verification processes) set by Adventure Clubs and/or the Host, you can book a Listing available on the Adventure Clubs Platform by following the respective booking process. All applicable fees, including the Listing Fee, Security Deposit (if applicable), Guest Fee and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to booking a Listing. You agree to pay the Total Fees for any booking requested in connection with your Adventure Clubs Account.
8.1.2 Upon receipt of a booking confirmation from Adventure Clubs, a legally binding agreement is formed between you and your Host, subject to any additional terms and conditions of the Host that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Listing. Adventure Clubs Payments will collect the Total Fees at the time of the booking request or upon the Host’s confirmation pursuant to the Payments Terms. For certain bookings, Guests may be required to pay or have the option to pay in multiple installments.
8.1.3 If you book a Host Service on behalf of additional guests, you are required to ensure that every additional guest meets any requirements set by the Host, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the Host. If you are booking for an additional guest who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only participate in an Experience, Event or other Host Service if accompanied by an adult who is responsible for them.
8.1.4 Adventure Clubs may enable a Guest who is booking a Listing on behalf of one or more additional guests (the “Organizer”) to split the payment of the Total Fees for an eligible booking on a pro-rata basis between the Organizer and at least one other additional guest (each a “Co-Payer”) (the “Group Payment Service”). In order to participate in the Group Payment Service, each Co-Payer must have or register an Adventure Clubs Account prior to making a payment. All payments via the Group Payment Service are handled by Adventure Clubs Payments and are subject to the Group Payment Terms of Service.
8.2 Booking Experiences, Events and other Host Services
8.2.1 You should carefully review the description of any Experience, Event or other Host Service you intend to book to ensure you (and any additional guests you are booking for) meet any minimum age, proficiency, fitness or other requirements which the Host has specified in their Listing. At your sole discretion you may want to inform the Host of any medical or physical conditions, or other circumstances that may impact your and any additional guest’s ability to participate in any Experience, Event or other Host Service. In addition, certain laws, like the minimum legal drinking age in the location of the Experience, Event or other Host Service, may also apply. You are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to your participation in an Experience, Event or other Host Service.
8.2.2 Before and during an Experience, Event or other Host Service you must at all times adhere to the Hosts’ instructions.
8.2.3 You may not bring any additional individuals to an Experience, Event or other Host Service unless such an individual was added by you as an additional guest during the booking process on the Adventure Clubs Platform.
9. Booking Modifications, Cancellations and Refunds, Resolution Center
9.1 Hosts and Guests are responsible for any modifications to a booking that they make via the Adventure Clubs Platform or direct Adventure Clubs customer service to make (“Booking Modifications“), and agree to pay any additional Listing Fees, Host Fees or Guest Fees and/or Taxes associated with such Booking Modifications.
9.2 Guests can cancel a confirmed booking at any time pursuant to the Listing’s cancellation policy, and Adventure Clubs Payments will refund the amount of the Total Fees due to the Guest in accordance with such cancellation policy. Unless extenuating circumstances exist, any portion of the Total Fees due to the Host under the applicable cancellation policy will be remitted to the Host by Adventure Clubs Payments pursuant to the Payments Terms.
9.3 If a Host cancels a confirmed booking, the Guest will receive a full refund of the Total Fees for such booking within a commercially reasonable time of the cancellation. In some instances, Adventure Clubs may allow the Guest to apply the refund to a new booking, in which case Adventure Clubs Payments will credit the amount against the Guest’s subsequent booking at the Guest’s direction. Further, Adventure Clubs may publish an automated review on the Listing cancelled by the Host indicating that a booking was cancelled. In addition, Adventure Clubs may (i) keep the calendar for the Listing unavailable or blocked for the dates of the cancelled booking, and/or (ii) impose a cancellation fee, unless the Host has a valid reason for cancelling the booking pursuant to Adventure Clubs’s Extenuating Circumstances Policy or has legitimate concerns about the Guest’s behavior.
9.4 For Experiences, Events and other Host Services, if inclement weather creates an unsafe or uncomfortable scenario for Guests, Hosts may modify or cancel a Host Service. If there is a substantial change in the itinerary or the Host Service needs to be cancelled, Adventure Clubs will work with the Host and/or Guests to provide Guests an alternative date for the Host Service, an appropriate refund or a rebooking.
9.5 In certain circumstances, Adventure Clubs may decide, in its sole discretion, that it is necessary to cancel a confirmed booking and make appropriate refund and payout decisions. This may be for reasons set forth in Adventure Clubs’s Extenuating Circumstances Policy or (i) where Adventure Clubs believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Adventure Clubs, other Members, third parties or property, or (ii) for any of the reasons set out in these Terms.
9.6 If a Guest suffers a Travel Issue pursuant to the Guest Refund Policy, Adventure Clubs may determine, in its sole discretion, to refund the Guest part or all of the Total Fees in accordance with the Guest Refund Policy.
9.7 If, as a Host, your Guest cancels a confirmed booking or Adventure Clubs decides that it is necessary to cancel a confirmed booking, and Adventure Clubs issues a refund to the Guest in accordance with the Guest Refund Policy, Extenuating Circumstances Policy, or other applicable cancellation policy, you agree that in the event you have already been paid, Adventure Clubs Payments will be entitled to recover the amount of any such refund from you, including by subtracting such refund amount out from any future Payouts due to you.
9.8 Except as otherwise set out in these Terms, Members may use the Resolution Center to send or request money for refunds, additional Host Services, Co-Host Services or Damage Claims related to bookings. You agree to pay all amounts sent through the Resolution Center in connection with your Adventure Clubs Account, and Adventure Clubs Payments will handle all such payments.
10. Ratings and Reviews
10.1 Within a certain timeframe after completing a booking, Guests and Hosts can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of Adventure Clubs. Ratings and Reviews are not verified by Adventure Clubs for accuracy and may be incorrect or misleading.
10.2 Ratings and Reviews by Guests and Hosts must be accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to Section 5 and must comply with Adventure Clubs’s Content Policy and Extortion Policy.
10.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.
10.4 Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the Adventure Clubs Platform (such as the Listing page) together with other relevant information such as number of bookings, number of cancellations, average response time and other information.
11. Rounding off
Adventure Clubs generally supports payment amounts that are payable from or to Guests or Hosts to the smallest unit supported by a given currency (i.e., U.S. cents, Euro cents or other supported currencies). Where Adventure Clubs’s third-party payment services provider does not support payments in the smaller unit supported by a given currency, Adventure Clubs may, in its sole discretion, round up or round down amounts that are payable from or to Guests or Hosts to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar, Euro or other supported currency); for example, Adventure Clubs may round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00.
12.1 As a Host you are solely responsible for determining your obligations to report, collect, remit or include in your Listing Fees any applicable VAT or other indirect sales taxes, occupancy tax, tourist or other visitor taxes or income taxes (“Taxes“).
12.2 Tax regulations may require us to collect appropriate Tax information from Hosts, or to withhold Taxes from payouts to Hosts, or both. If a Host fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.
13. Prohibited Activities
13.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Adventure Clubs Platform. In connection with your use of the Adventure Clubs Platform, you will not and will not assist or enable others to:
- breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards;
- use the Adventure Clubs Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Adventure Clubs endorsement, partnership or otherwise misleads others as to your affiliation with Adventure Clubs;
- use the Adventure Clubs Platform in connection with the distribution of unsolicited commercial messages (“spam”);
- unless Adventure Clubs explicitly permits otherwise, book any Listing if you will not actually be using the Host Services yourself;
- contact another Member for any purpose other than asking a question related to a your own booking, Listing, or the Member’s use of the Adventure Clubs Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval;
- use the Adventure Clubs Platform to request, make or accept a booking independent of the Adventure Clubs Platform, to circumvent any Service Fees or for any other reason;
- request, accept or make any payment for Listing Fees outside of the Adventure Clubs Platform or Adventure Clubs Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Adventure Clubs harmless from any liability for such payment;
- discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
- use, display, mirror or frame the Adventure Clubs Platform or Collective Content, or any individual element within the Adventure Clubs Platform, Adventure Clubs’ name, any Adventure Clubs trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Adventure Clubs Platform, without Adventure Clubs’ express written consent;
- dilute, tarnish or otherwise harm the Adventure Clubs brand in any way, including through unauthorized use of Collective Content, registering and/or using Adventure Clubs or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Adventure Clubs domains, trademarks, taglines, promotional campaigns or Collective Content;
- use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Adventure Clubs Platform for any purpose;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Adventure Clubs or any of Adventure Clubs’ providers or any other third party to protect the Adventure Clubs Platform;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Adventure Clubs Platform;
- take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Adventure Clubs Platform;
- export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
- violate or infringe anyone else’s rights or otherwise cause harm to anyone.
13.2 You acknowledge that Adventure Clubs has no obligation to monitor the access to or use of the Adventure Clubs Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the Adventure Clubs Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Adventure Clubs in good faith, and to provide Adventure Clubs with such information and take such actions as may be reasonably requested by Adventure Clubs with respect to any investigation undertaken by Adventure Clubs or a representative of Adventure Clubs regarding the use or abuse of the Adventure Clubs Platform.
13.3 If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Adventure Clubs by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).
14. Term and Termination, Suspension and other Measures
14.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Adventure Clubs terminate the Agreement in accordance with this provision.
14.2 You may terminate this Agreement at any time by sending us an email. If you cancel your Adventure Clubs Account as a Host, any confirmed booking(s) will be automatically cancelled and your Guests will receive a full refund. If you cancel your Adventure Clubs Account as a Guest, any confirmed booking(s) will be automatically cancelled and any refund will depend upon the terms of the Listing’s cancellation policy.
14.3 Unless your Country of Residence is the United States, without limiting our rights specified below, Adventure Clubs may terminate this Agreement for convenience at any time by giving you thirty (30) days’ notice via email to your registered email address.
14.4 Adventure Clubs may immediately, without notice, terminate this Agreement and/or stop providing access to the Adventure Clubs Platform if (i) you have materially breached your obligations under these Terms, the Payments Terms, our Policies or Standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Adventure Clubs believes in good faith that such action is reasonably necessary to protect the personal safety or property of Adventure Clubs, its Members, or third parties (for example in the case of fraudulent behavior of a Member).
14.5 In addition, Adventure Clubs may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Terms, our Policies or Standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Adventure Clubs Account registration, Listing process or thereafter, (iv) you and/or your Listings or Host Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Adventure Clubs otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason, or (vii) Adventure Clubs believes in good faith that such action is reasonably necessary to protect the personal safety or property of Adventure Clubs, its Members, or third parties, or to prevent fraud or other illegal activity:
- refuse to surface, delete or delay any Listings, Ratings, Reviews, or other Member Content;
- cancel any pending or confirmed bookings;
- limit your access to or use of the Adventure Clubs Platform;
- temporarily or permanently revoke any special status associated with your Adventure Clubs Account;
- temporarily or in case of severe or repeated offenses permanently suspend your Adventure Clubs Account and stop providing access to the Adventure Clubs Platform.
In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Adventure Clubs and an opportunity to resolve the issue to Adventure Clubs reasonable satisfaction.
14.6 If we take any of the measures described above (i) we may refund your Guests in full for any and all confirmed bookings that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.
14.7 When this Agreement has been terminated, you are not entitled to a restoration of your Adventure Clubs Account or any of your Member Content. If your access to or use of the Adventure Clubs Platform has been limited or your Adventure Clubs Account has been suspended or this Agreement has been terminated by us, you may not register a new Adventure Clubs Account or access and use the Adventure Clubs Platform through an Adventure Clubs Account of another Member.
14.8 Unless you reside in Germany, if you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
If you choose to use the Adventure Clubs Platform or Collective Content, you do so voluntarily and at your sole risk. The Adventure Clubs Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.
You agree that you have had whatever opportunity you deem necessary to investigate the Adventure Clubs Services, laws, rules, or regulations that may be applicable to your Listings and/or Host Services you are receiving and that you are not relying upon any statement of law or fact made by Adventure Clubs relating to a Listing.
If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
You agree that some Experiences, Events, other Host Services, or the Group Payment Service may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. For example, some Host Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Host Services. You assume full responsibility for the choices you make before, during and after your participation in a Host Service or the Group Payment Service. If you are bringing a minor as an additional guest, you are solely responsible for the supervision of that minor throughout the duration of your Host Service and to the maximum extent permitted by law, you agree to release and hold harmless Adventure Clubs from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Host Service or in any way related to your Host Service.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
16.1 Unless your Country of Residence is in the EU, you acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Adventure Clubs Platform and Collective Content, your publishing or booking of any Listing via the Adventure Clubs Platform, your stay at any Accommodation, participation in any Experience or Event or use of any other Host Service, participation in the Group Payment Service, or any other interaction you have with other Members whether in person or online remains with you. Neither Adventure Clubs nor any other party involved in creating, producing, or delivering the Adventure Clubs Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or 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 (i) these Terms, (ii) from the use of or inability to use the Adventure Clubs Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the Adventure Clubs Platform, or (iv) from your publishing or booking of a Listing, including the provision or use of a Listing’s Host Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Adventure Clubs has 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. Except for our obligations to pay amounts to applicable Hosts pursuant to these Terms or an approved payment request under the Adventure Clubs Host Guarantee, in no event will Adventure Clubs’s aggregate liability arising out of or in connection with these Terms and your use of the Adventure Clubs Platform including, but not limited to, from your publishing or booking of any Listings via the Adventure Clubs Platform, or from the use of or inability to use the Adventure Clubs Platform or Collective Content and in connection with any Adventure, Experiences, Event, other Host Service, the Group Payment Service, or interactions with any other Members, exceed the amounts you have paid or owe for bookings via the Adventure Clubs Platform as a Guest in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Host, the amounts paid by Adventure Clubs to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Adventure Clubs and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect Adventure Clubs’ liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
16.2 If your Country of Residence is in the EU, Adventure Clubs is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors, or other vicarious agents. The same applies to the assumption of guarantees or any other strict liability, or in case of a culpable injury to life, limb, or health. Adventure Clubs is liable for any negligent breaches of essential contractual obligations by us, our legal representatives, directors, or other vicarious agents. Essential contractual obligations are such duties of Adventure Clubs in whose proper fulfilment you regularly trust and must trust for the proper execution of the contract but the amount shall be limited to the typically occurring foreseeable damage. Any additional liability of Adventure Clubs is excluded.
You agree to release, defend (at Adventure Clubs’ option), indemnify, and hold Adventure Clubs and its affiliates and subsidiaries, including but not limited to, Adventure Clubs Payments, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the Adventure Clubs Platform or any Adventure Clubs Services, (iii) your interaction with any Member, participation in an Experience, Event or other Host Service, participation in the Group Payment Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) Adventure Clubs’ Collection and Remittance of Occupancy Taxes, or (v) your breach of any laws, regulations or third party rights.
18. Dispute Resolution and Arbitration Agreement
18.1 This Dispute Resolution and Arbitration Agreement shall apply if your (i) Country of Residence is in the United States; or (ii) your Country of Residence is not in the United States, but bring any claim against Adventure Clubs in the United States (to the extent not in conflict with Section 21).
18.2 Overview of Dispute Resolution Process. Adventure Clubs is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 18.1 applies: (1) an informal negotiation directly with Adventure Clubs’ customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 18 and except as provided in Section 18.6). Specifically, the Consumer Arbitration Rules provide:
- Claims can be filed with AAA online (www.adr.org);
- Arbitrators must be neutral and no party may unilaterally select an arbitrator;
- Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
- Parties retain the right to seek relief in small claims court for certain claims, at their option;
- The initial filing fee for the consumer is capped at $200;
- The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;
- The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.
18.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Adventure Clubs each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Adventure Clubs’ customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
18.4 Agreement to Arbitrate. You and Adventure Clubs mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Adventure Clubs Platform, the Host Services, the Group Payment Service, or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Adventure Clubs agree that the arbitrator will decide that issue.
18.5 Exceptions to Arbitration Agreement. You and Adventure Clubs each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
18.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
18.7 Modification to AAA Rules – Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Adventure Clubs agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in New Castle County; (c) in any other location to which you and Adventure Clubs both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
18.8 Modification of AAA Rules – Attorney’s Fees and Costs. You and Adventure Clubs agree that Adventure Clubs will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Adventure Clubs agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA Rules, to recover attorneys’ fees and expenses if it prevails in arbitration.
18.9 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
18.10 Jury Trial Waiver. You and Adventure Clubs acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
18.11 No Class Actions or Representative Proceedings. You and Adventure Clubs acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Adventure Clubs both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
18.12 Severability. Except as provided in Section 18.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
18.13 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Adventure Clubs changes this Section 18 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Adventure Clubs’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Adventure Clubs in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
18.14 Survival. Except as provided in Section 18.12 and subject to Section 14.8, this Section 18 will survive any termination of these Terms and will continue to apply even if you stop using the Adventure Clubs Platform or terminate your Adventure Clubs Account.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Adventure Clubs Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact Us” section of the Adventure Clubs Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
20. Applicable Law and Jurisdiction
20.1 If your Country of Residence is the United States, these Terms will be interpreted in accordance with the laws of the State of Delaware and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 19 must be brought in state or federal court in Dover, Delaware unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Dover, Delaware.
20.2 If your Country of Residence is outside of the United States, these Terms will be interpreted in accordance with US law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The choice of law does not impact your rights as a consumer according to the consumer protection regulations of your Country of Residence. If you are acting as a consumer, you agree to submit to the non-exclusive jurisdiction of the US courts. Judicial proceedings that you are able to bring against us arising from or in connection with these Terms may only be brought in a court located in Ireland or a court with jurisdiction in your place of residence. If Adventure Clubs wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the US courts.
21. General Provisions
21.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Adventure Clubs and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Adventure Clubs and you in relation to the access to and use of the Adventure Clubs Platform.
21.2 No joint venture, partnership, employment, or agency relationship exists between you and Adventure Clubs as a result of this Agreement or your use of the Adventure Clubs Platform.
21.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
21.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
21.5 Adventure Clubs’ failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
21.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Adventure Clubs’ prior written consent. Adventure Clubs may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
21.7 Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by Adventure Clubs via email, Adventure Clubs Platform notification, or messaging service (including SMS). For notices made to Members residing outside of Germany, the date of receipt will be deemed the date on which Adventure Clubs transmits the notice.
21.8 If your Country of Residence is in the EU you can access the European Commission’s online dispute resolution platform here: http://ec.europa.eu/consumers/odr. Please note that Adventure Clubs US is not committed nor obliged to use an alternative dispute resolution entity to resolve disputes with consumers.
21.9 If you have any questions about these Terms please email us.