Terms of Service
THE SITE AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH USERS (DEFINED BELOW) MAY APPLY THEIR PROPERTY (DEFINED BELOW) FOR SUBLETTING SERVICES AND GUESTS (DEFINED BELOW) MAY LEARN ABOUT AND BOOK ACCOMMODATIONS.
“CLOUD9 Content” means all Content that CLOUD9 makes available through the Site or Services, including any Content licensed from a third party, but excluding Member Content. “Collective Content” means Member Content and CLOUD9 Content. “Content” means text, graphics, images, music, software, audio, video, information or other materials. “Guest” means a Member who requests a booking of an Accommodation via the Site or Services, or a Member who stays at an Accommodation. “Listing” means an Accommodation that is listed for rental via the Site and Services. “Member” means a person who completes CLOUD9's account registration process or submits their apartment to the subletting program, including, but not limited to Leaseholders and Guests. “Member Content” means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site or Services. Certain areas of the Site (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Services, or Collective Content. YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE Site. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES, OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
CLOUD9 reserves the right, at its sole discretion, to modify the Site, or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site, or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services.
The Site and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, or Services you represent and warrant that you are 18 or older.
HOW THE SITE AND SERVICES WORK
The Site and Services can be used to facilitate the application and booking of residential and other properties (“Accommodations”). Such Accommodations are included in Listings on the Site and Services by CLOUD9 . You may view Listings as an unregistered visitor to the Site and Services; however, if you wish to book an Accommodation you must first register to create an CLOUD9 Account (defined below). As stated above, CLOUD9 makes available a platform with related technology for Guests for bookings of Accommodations.
In order to access certain features of the Site, and to book an Accommodation, you must register to create an account (“CLOUD9 Account”) and become a Member. You may register to join the Services directly via the Site or as described in this section. You can also register to join by logging into your account with certain third party social networking sites (“SNS”) (including, but not limited to, Facebook); each such account, a “Third Party Account”, via our Site, as described below. As part of the functionality of the Site and Services, you may link your CLOUD9 Account with Third Party Accounts, by either: (i) providing your Third Party Account login information to CLOUD9 through the Site, Services or ; or (ii) allowing CLOUD9 to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to CLOUD9 and/or grant CLOUD9 access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating CLOUD9 to pay any fees or making CLOUD9 subject to any usage limitations imposed by such third party service providers. By granting CLOUD9 access to any Third Party Accounts, you understand that CLOUD9 will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account (“SNS Content”) so that it is available on and through the Site, Services and via your CLOUD9 Account and CLOUD9 Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts will be available on and through your CLOUD9 Account on the Site, Services and . Please note that if a Third Party Account or associated service becomes unavailable or CLOUD9 ’s access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Site, Services and . PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. CLOUD9 makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement and CLOUD9 is not responsible for any SNS Content. We will create your CLOUD9 Account and your CLOUD9 Account profile page for your use of the Site based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active CLOUD9 Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. CLOUD9 reserves the right to suspend or terminate your CLOUD9 Account and your access to the Site and Services if you create more than one (1) CLOUD9 Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your CLOUD9 Account, whether or not you have authorized such activities or actions. You will immediately notify CLOUD9 of any unauthorized use of your CLOUD9 Account.
You can submit properties to our subletting program. To this end, you will be asked a variety of questions about the Accommodation to be listed, including, but not limited to, the location, capacity, size, features, availability of the Accommodation and pricing and related rules and financial terms.
BOOKINGS AND FINANCIAL TERMS FOR GUESTS
If you (as a Guest) request a booking, you will be notified of the currency in which you will be charged together with the corresponding amount of Total Fees. The currency in which you will be charged will be determined by CLOUD9 based on the payment method you select and the location of the Accommodation in the Listing you are booking. You acknowledge that the Applicable Exchange Rate used for currency conversion processing may not be identical to the applicable market rate in effect at the specific time such processing occurs because: (i) although CLOUD9 updates the Applicable Exchange Rate on a regular basis, it does not update such rate on a real-time basis; and (ii) the Applicable Exchange Rate may include an incremental cost or margin that is not included in the applicable market rate.
DAMAGE TO ACCOMMODATIONS
As a Guest, you are responsible for leaving the Accommodation in the condition it was in when you arrived. You acknowledge and agree that, as a Guest, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who you invite to, or otherwise provide access to, the Accommodation. In the event that CLOUD9 claims otherwise and provides evidence of damage, including but not limited to, photographs, you agree to pay the cost of replacing the damaged items with equivalent items. After being notified of the claim and given forty eight (48) hours to respond, the payment will be charged to and taken from the credit card on file in your CLOUD9 Account. CLOUD9 also reserves the right to charge the credit card on file in your CLOUD9 Account, or otherwise collect payment from you and pursue any avenues available to CLOUD9 in this regard, including using Security Deposits, in situations in which you have been determined, in CLOUD9 ’s sole discretion, to have damaged any Accommodation, including, but not limited to, in relation to any payment requests made by CLOUD9 , and in relation to any payments made by CLOUD9 . If we are unable to charge the credit card on file or otherwise collect payment from you, you agree to remit payment for any damage to the Accommodation to CLOUD9 (if applicable). Guests agree to cooperate with and assist CLOUD9 in good faith, and to provide CLOUD9 with such information and take such actions as may be reasonably requested by CLOUD9 , in connection with any complaints or claims made by Members relating to Accommodations or any personal or other property located at an Accommodation or with respect to any investigation undertaken by CLOUD9 or a representative of CLOUD9 regarding use or abuse of the Site, or the Services. If you are a Guest, upon CLOUD9 ’s reasonable request, and to the extent you are reasonably able to do so, you agree to participate in mediation or similar resolution process with a CLOUD9 , at no cost to you, which process will be conducted by CLOUD9 or a third party selected by CLOUD9 , with respect to losses for which CLOUD9 is requesting payment. If you are a Guest, you understand and agree that CLOUD9 reserves the right, in its sole discretion, to make a claim under your homeowner’s, renter’s or other insurance policy related to any damage or loss that you may have caused or been responsible for to an Accommodation or any personal or other property located at an Accommodation. You agree to cooperate with and assist CLOUD9 in good faith, and to provide CLOUD9 with such information as may be reasonably requested by CLOUD9 in order to make a claim under your homeowner’s, renter’s or other insurance policy, including, but not limited to, executing documents and taking such further acts as CLOUD9 may reasonably request to assist CLOUD9 in accomplishing the foregoing.
You understand and agree that you are solely responsible for compliance with any and all laws, rules and regulations, that may apply to your use of the Site,Services and Content. In connection with your use of our Site and Services, you may not and you agree that you will not: * use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, , Services or Content; * use the Site, or Services for any commercial or other purposes that are not expressly permitted by these Terms; * copy, store or otherwise access any information contained on the Site, Services or Content for purposes not expressly permitted by these Terms; * infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights; * interfere with or damage our Site, or 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; * use our Site, or 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; * use our Site, or Services in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to lodging in a private residence; * "stalk" or harass any other user of our Site, or Services or collect or store any personally identifiable information about any other user other than for purposes of transacting as an CLOUD9 Guest; * register for more than one CLOUD9 Account or register for an CLOUD9 Account on behalf of an individual other than yourself; * impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity; * use automated scripts to collect information or otherwise interact with the Site, or Services; * or post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances; * systematically retrieve data or other content from our Site, or Services 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; * use, display, mirror or frame the Site, or any individual element within the Site, Services, or CLOUD9 ’s name, any CLOUD9 trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without CLOUD9 ’s express written consent; * access, tamper with, or use non-public areas of the Site, CLOUD9 ’s computer systems, or the technical delivery systems of CLOUD9 ’s providers; * attempt to probe, scan, or test the vulnerability of any CLOUD9 system or network or breach any security or authentication measures; * avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by CLOUD9 or any of CLOUD9 ’s providers or any other third party (including another user) to protect the Site, Services, or Collective Content; * forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, or Collective Content to send altered, deceptive or false source-identifying information; * attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, or Collective Content; or * advocate, encourage, or assist any third party in doing any of the foregoing. CLOUD9 will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. CLOUD9 may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that CLOUD9 has no obligation to monitor your access to or use of the Site, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. CLOUD9 reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that CLOUD9 , at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, or Services.
The Site, Services, and Collective Content are protected by copyright, trademark, and other laws of Canada. You acknowledge and agree that the Site,Services and Collective Content, including all associated intellectual property rights is the exclusive property of CLOUD9 and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, or Collective Content.
CLOUD9 CONTENT AND MEMBER CONTENT LICENSE
Subject to your compliance with the terms and conditions of these Terms, CLOUD9 grants you a limited, non-exclusive, non-transferable license, to (i) access and view any CLOUD9 Content solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Services, or Collective Content, except 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 CLOUD9 or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site and Services, you hereby grant to CLOUD9 a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, or by means of the Site and Services. CLOUD9 does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content. You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site and Services or you have all rights, licenses, consents and releases that are necessary to grant to CLOUD9 the rights in 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 CLOUD9 ’s use of the Member Content (or any portion thereof) on, through or by means of the Site, and the Services 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.
PROPRIETARY RIGHTS NOTICES
All trademarks, service marks, logos, trade names and any other proprietary designations of CLOUD9 used herein are trademarks or registered trademarks of CLOUD9 . Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services (“Feedback”). You may submit Feedback by emailing us at terms@theCLOUD9experience.com or through the contact section of the Site. You acknowledge and agree that all Feedback will be the sole and exclusive property of CLOUD9 and you hereby irrevocably assign to CLOUD9 and agree to irrevocably assign to CLOUD9 all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At CLOUD9 ’s request and expense, you will execute documents and take such further acts as CLOUD9 may reasonably request to assist CLOUD9 to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
CLOUD9 respects copyright law and expects its users to do the same. It is CLOUD9 ’s policy to terminate in appropriate circumstances the CLOUD9 Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
TERMINATION AND CLOUD9 ACCOUNT CANCELLATION
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Terms or your access to our Site and Services, and (b) deactivate or cancel your CLOUD9 Account. Upon termination we will promptly pay you any amounts we reasonably determine we owe you in our discretion, which we are legally obligated to pay you. In the event CLOUD9 terminates these Terms, or your access to our Site and Services or deactivates or cancels your CLOUD9 Account you will remain liable for all amounts due hereunder. You may cancel your CLOUD9 Account at any time by sending an email to terms@theCLOUD9experience.com Please note that if your CLOUD9 Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site and Services, including, but not limited to, any reviews or Feedback.
IF YOU CHOOSE TO USE THE SITE, SERVICES,YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT CLOUD9 DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, GUEST, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, CLOUD9 EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CLOUD9 MAKES NO WARRANTY THAT THE SITE, SERVICES AND COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY ACCOMMODATIONS, OR WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. CLOUD9 MAKES NO WARRANTY REGARDING THE QUALITY OF ANY ACCOMMODATIONS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CLOUD9 OR THROUGH THE SITE, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND COLLECTIVE CONTENT, BOOKING OF ANY ACCOMMODATIONS VIA THE SITE AND SERVICES. NEITHER CLOUD9 NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES, 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 THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, , OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, SERVICES,OR FROM YOUR BOOKING OF ANY ACCOMMODATION VIA THE SITE AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CLOUD9 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. IN NO EVENT WILL CLOUD9 ’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR BOOKING OF ANY ACCOMMODATION VIA THE SITE AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE , SERVICES, OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY ACCOMMODATION, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE AND SERVICES AS A GUEST IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, 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 CLOUD9 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.
You agree to release, defend, indemnify, and hold CLOUD9 and its affiliates and subsidiaries, 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 (a) your access to or use of the Site, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) booking of an Accommodation, (iii) the use, condition or rental of an Accommodation by you, including, but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a rental, booking or use of a Accommodation.
These Terms constitute the entire and exclusive understanding and agreement between CLOUD9 and you regarding the Site, Services, Collective Content, and any bookings of Accommodations made via the Site and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between CLOUD9 and you regarding bookings or listings of Accommodations, the Site, Services and Collective Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without CLOUD9 ’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. CLOUD9 may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by CLOUD9 (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the . For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
CONTROLLING LAW AND JURISDICTION
These Terms will be interpreted in accordance with the laws of the Province of Quebec and Canada, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a Provincial court located in Montreal,Quebec. For any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
You and CLOUD9 agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site (collectively, “Disputes”) will be settled by binding arbitration , except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and CLOUD9 are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and CLOUD9 otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms. Arbitration Rules and Governing Law. The arbitration will be administered according to the laws in Montreal, Quebec Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration. The arbitrator will be either a retired judge or an attorney licensed to practice law in the province of Quebec. Arbitration Location and Procedure. Unless you and CLOUD9 otherwise agree, the arbitration will be conducted in the province of Quebec. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and CLOUD9 submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by Quebec Arbitration Rules. Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in Quebec law. 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 having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. CLOUD9 will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration. Fees. Your responsibility to pay any administrative and arbitrator fees. However, if your claim for damages does not exceed $75,000, CLOUD9 will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose. Changes. Notwithstanding the provisions of the “Modification” section above, if CLOUD9 changes this “Dispute Resolution” section after the date you first 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 to terms@theCLOUD9experience.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of CLOUD9 ’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and CLOUD9 in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
The failure of CLOUD9 to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of CLOUD9 . 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. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
The parties have requested that this Agreement and all related documents be drawn in the English language.