Terms & Conditions
Terms of Service
Please read these Terms (as defined below) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Uplet Platform (as defined below), you agree to comply with and be bound by these Terms.
Last Updated: December 09, 2019
Thank you for using Uplet!
The terms contained herein constitute a legally binding agreement (the "Agreement" or the “Terms”) between you and CommuteO2 inc., carrying on business under the name “Uplet” (“Uplet”, “we”, “us” or “our”), a corporation incorporated under the laws of Québec having its place of business at 4563 av. d’Orléans, Montreal, Québec, H1X 2K3. The Terms govern your access to and use of the Uplet website (https://www.upletspace.com/), including any subdomains thereof, and any other websites through which Uplet 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, "Uplet Services"). The Site, Application and Uplet Services together are hereinafter collectively referred to as the “Uplet Platform”.
Hosts alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings (as defined below) and Host Services (as defined below). For example, some cities have laws that restrict their ability to host paying Renters (as defined below) for short periods or provide certain Host Services. Hosts 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 Listing(s) and Host Service(s) on Uplet, you should always seek legal guidance.
Table of Contents
Scope of Uplet Services
1. Scope of Uplet Services1.1 The Uplet Platform is an online marketplace that enables registered users (“Members”) who offer services (Members who offer services are “Hosts” and the services they offer are “Host Services”) to publish such Host Services on the Uplet Platform as listings (“Listings”) and to communicate and transact directly with Members that are seeking to book such Host Services (Members who book Host Services are “Renters”). Host Services may include the offering of properties for hourly or daily use ("Spaces"), and a variety of other space rental related services.
1.2 As the provider of the Uplet Platform, Uplet does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Host Services. 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. Uplet is not and does not become a party to or other participant in any contractual relationship between Members, nor is Uplet a real estate broker or insurer. No joint venture, partnership, employment or agency relationship exists between you, Uplet or any third party provider as a result of this Agreement or use of the Uplet Platform.
1.3 While we may help facilitate the resolution of disputes, Uplet 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. Uplet 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 Uplet 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 rent a Space or use other Host Services, accept a booking request from a Renter, or communicate and interact with other Members, whether online or in person. Verified 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 Uplet of any Host or Listing.
1.4 If you choose to use the Uplet Platform as a Host, both you and Uplet are independent contractors. For purposes of clarity, no joint venture, partnership, employment or agency relationship exists between you, Uplet or any third party provider as a result of this Agreement or use of the Uplet Platform. Uplet does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement 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 Uplet Platform and to increase the exposure of Listings to potential Renters, 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. The Uplet Platform may contain translations powered by Google, or other third-party machine translation service. Uplet disclaims and does not guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations, and any terms, conditions, warranties or representations associated with such translations, is solely between you and the applicable third party. Uplet shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction, services or promotion between you and any such third party.1.6 The Uplet 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. Uplet 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 Uplet of such Third-Party Services.
1.7 Due to the nature of the Internet, Uplet does not guarantee the continuous and uninterrupted availability and accessibility of the Uplet Platform. Uplet may restrict the availability of the Uplet 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 Uplet Platform. Uplet may improve, enhance and modify the Uplet Platform and introduce new Uplet Services from time to time.2. Eligibility, Using the Uplet Platform, Member Verification
2.1 By using the Uplet Platform, you represent and warrant that you are legally entitled to enter into this Agreement. In the case of an individual, if you reside in a jurisdiction which restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Uplet Platform. Without limiting the foregoing, the Uplet Platform is not available to persons under the age of 18. In the case of a legal person, by using the Uplet Platform, you represent and warrant that you are a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and that you have the right, authority and capacity to enter into this Agreement and abide by the terms and conditions stipulated herein.
When using the Uplet Platform, you agree to comply with all applicable laws of the nation, country, state, province, and city in which you are present while using the Uplet Platform, and all applicable laws of any other governmental authority having jurisdiction over the territory in which you are present while using the Uplet Platform. 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.
You may only access the Uplet Platform using authorized means. It is your responsibility to check to ensure you download the correct Application for your device. Uplet is not liable if you do not have a compatible device or if you have downloaded the wrong version of the Application for your device. Uplet reserves the right to terminate this Agreement should you be using the Application with an incompatible or unauthorized device.
2.3 You acknowledge that Uplet may make access to and use of the Uplet Platform, or certain areas or features thereof, 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 disclaim 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 Uplet Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before accessing the relevant areas or features of the Uplet Platform. If there is a conflict between these Terms and the terms and conditions applicable to a specific area or feature of the Uplet 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 in the latter terms and conditions.
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 Uplet 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
Uplet 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 Uplet 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. If you do not terminate your Agreement before the date the revised Terms become effective, your silence or your continued access to or use of the Uplet Platform will constitute acceptance of the revised Terms.
4. Account Registration4.1 You must register an account ("Uplet Account") to access and use certain features of the Uplet Platform, such as publishing or booking a Listing. If you are registering an Uplet Account for a business, organization 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 Uplet Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook or Google ("SNS Account"). You have the ability to disable the connection between your Uplet Account and your SNS Account at any time, by accessing the "Settings" section of the Uplet Platform.
4.3 You must provide accurate, current and complete information during the registration process and keep your Uplet Account and public Uplet Account profile page information up-to-date at all times.
4.4 You may not register more than one (1) Uplet Account unless Uplet authorizes you to do so. You may not assign or otherwise transfer your Uplet Account to another party.
4.5 You are responsible for maintaining the confidentiality and security of your Uplet Account credentials and may not disclose your credentials to any third party. You must immediately notify Uplet 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 Uplet Account. You are liable for any and all activities conducted through your Uplet 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).5. Content5.1 Uplet 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 Uplet Platform ("Member Content"); and (ii) access and view Member Content and any content that Uplet itself makes available on or through the Uplet Platform, including proprietary Uplet content and any content licensed or authorized for use by or through Uplet from a third party ("Uplet Content" and together with Member Content, "Collective Content").
5.2 The Uplet Platform, Uplet Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Canada, the United States and other countries. You acknowledge and agree that the Uplet Platform and Uplet Content, including all associated intellectual property rights, are the exclusive property of Uplet 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 Uplet Platform, Uplet Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Uplet used on or in connection with the Uplet Platform and Uplet Content, if any, are trademarks or registered trademarks of Uplet in Canada and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Uplet Platform, Uplet 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 Uplet 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 Uplet or its licensors, except for the licenses and rights expressly granted in these Terms.
5.4 Subject to your compliance with these Terms, Uplet 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 Uplet Platform and accessible to you, 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 Uplet 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 Uplet Platform or you have all rights, licenses, consents and releases that are necessary to grant to Uplet 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 Uplet's use of the Member Content (or any portion thereof) as contemplated under these Terms 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; or (v) promotes illegal or harmful activities or substances. Uplet may, without prior notice, remove or disable access to any Member Content that Uplet finds to be in violation of applicable law, these Terms, or otherwise may be harmful or objectionable to Uplet, its Members, third parties, or property.
5.9 Uplet respects copyright law and expects its Members to do the same. If you believe that any content on the Uplet Platform infringes copyrights you own, please notify us.
6. Service Fees6.1 Uplet may charge fees to Hosts ("Host Fees") and/or Renters ("Renter Fees") (collectively, "Service Fees") in consideration for the use of the Uplet Platform.
6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to a Host or Renter prior to publishing or booking a Listing. Uplet 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. Such fee changes will not affect any bookings made prior to the effective date of the fee change.
6.3 You are responsible for paying any Service Fees that you owe to Uplet. The applicable Service Fees (including any applicable Taxes) are collected by Uplet Payments. Uplet Payments will deduct any Host Fees from the Listing Fee before remitting the payout to the Host. Any Renter Fees are included in the Total Fees collected by Uplet Payments. Except as otherwise provided on the Uplet Platform, Service Fees are non-refundable.
6.4 Uplet may, at its sole discretion and on a case by case basis, opt to reduce the Host Fees charged to the Host.
6.5 In the event that a Host has a pre-existing rental agreement with a renter prior to such renter registering an Uplet Account, and such renter registers an Uplet Account and makes a booking with the Host, Uplet may, at its sole discretion and on a case by case basis, waive any Host Fees charged to the Host. To this end, the Host shall provide a written explanation to Uplet, including the name and email of the Renter they are inviting to use the Host Services and any other pertinent details.
7. Terms specific for Hosts7.1 Terms applicable to all Listings
7.1.1 When creating a Listing through the Uplet 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 space rules) and requirements that apply (such as any minimum age) and (iii) provide any other pertinent information requested by Uplet. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.7.1.2 You are solely responsible for setting a price (including any Taxes if applicable, or charges such as cleaning fees) for your Listing (“Listing Fee”). Once a Renter requests a booking of your Listing, you may not request that the Renter 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. Uplet 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 Uplet Platform may vary and depend on a variety of factors, such as Renter 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. Should you require more information about the factors that determine how your Listing appears in search results, please Contact Us.
7.1.6 When you accept or have pre-approved a booking request by a Renter, you are entering into a legally binding agreement with the Renter and are required to provide your Host Service(s) to the Renter 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 Uplet requires that Hosts obtain and keep in force appropriate insurance for their Host Services, including without limitation, property insurance and personal liability insurance. 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 Renters (and the individuals the Renter has booked for, if applicable) while using the Space. To the maximum extent permitted by applicable law, you hereby agree to release, defend (at Uplet’s option), indemnify, and hold Uplet and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, costs, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your omission or failure to obtain and keep in force such insurance.
7.2 Listing Accommodations
7.2.1 Unless expressly allowed by Uplet, you may not list more than one Space per Listing.
7.2.2 You represent and warrant that any Listing you post and the booking of, or a Renters use of a Space will (i) not breach any agreements you have entered into with any third parties, such as commercial leases or other agreements, and (ii) comply with all applicable laws (such as zoning laws), Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Host, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who use or are otherwise present at the Space at your request or invitation, excluding the Renter and any individuals the Renter invites to the Space.
8. Terms specific for Renters
8.1 Terms applicable to all bookings8.1.1 Subject to meeting any requirements (such as completing any verification processes) set by Uplet and/or the Host, you can book a Listing available on the Uplet Platform by following the respective booking process. All applicable fees, including the Listing Fee, Renter 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 Uplet Account.
8.1.2 Upon receipt of a booking confirmation from Uplet, 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. Uplet Payments will collect the Total Fees at the time of the booking request or upon the Host’s confirmation. For certain bookings, Renters 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 renters, you are required to ensure that every additional renter 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 renter who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor.8.2 Booking Accommodations8.2.1 You understand that a confirmed booking of a Space (“Space Booking”) is a limited license granted to you by the Host to enter, occupy and use the Space for the duration of the time booked, during which time the Host (only where and to the extent permitted by applicable law) retains the right to re-enter the Space, in accordance with your agreement with the Host.8.2.2 You agree to leave the Space no later than the checkout time that the Host specifies in the Listing or such other time as mutually agreed upon between you and the Host. If you stay past the agreed upon checkout time without the Host's consent (“Overstay”), you no longer have a license to use or occupy the Space and the Host is entitled to make you leave in a manner consistent with applicable law. In addition, you agree to pay, if requested by the Host, for each one (1) hour period (or any portion thereof) that you Overstay, an additional hourly fee of up to two (2) times the average hourly Listing Fee originally paid by you, to cover the inconvenience suffered by the Host, plus all applicable Renters Fees, Taxes, and any legal expenses incurred by the Host to make you leave (collectively, "Overstay Fees"). Should the Listing Fee be expressed as a daily rate, the hourly rate shall be calculated by dividing such Listing Fee by twenty-four (24). By way of example, if the Listing Fee for the Space is listed by the Host at rate of $240.00 per day, the hourly rate shall be equal to $10.00 per hour. Overstay Fees for late checkouts on the checkout time that do not impact upcoming bookings may be limited to the additional costs incurred by the Host as a result of such Overstay. If you Overstay at a Space, you authorize Uplet (via Uplet Payments) to charge you to collect Overstay Fees.
8.2.3 Uplet requires that Renters obtain and keep in force appropriate insurance for their Host Services, including without limitation, professional liability insurance. 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 your actions or inactions and the actions or inactions of your clients while using the Space. To the maximum extent permitted by applicable law, you hereby agree to release, defend (at Uplet’s option), indemnify, and hold Uplet and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, costs, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your omission or failure to obtain and keep in force such insurance.
9. Booking Modifications, Cancellations and Refunds9.1 Hosts and Renters are responsible for any modifications to a booking that they make via the Uplet Platform or direct Uplet customer service to make ("Booking Modifications"), and agree to pay any additional Listing Fees, Host Fees or Renters Fees and/or Taxes associated with such Booking Modifications.
9.2 Renters can cancel a confirmed booking at any time pursuant to the Listing’s cancellation policy set by the Host, and Uplet Payments will refund the amount of the Total Fees due to the Renter in accordance with such cancellation policy. Unless extenuating circumstances exist, such as the death of the Renter, the death of an immediate family member of the Renter, or a major health incident which prevents the Renter from using the Host Services (“Extenuating Circumstances”), any portion of the Total Fees due to the Host under the applicable cancellation policy will be remitted to the Host by Uplet Payments.
9.3 If a Host cancels a confirmed booking, the Renter will receive a full refund of the Total Fees for such booking. In some instances, Uplet may allow the Renter to apply the refund to a new booking, in which case Uplet Payments will credit the amount against the Renter’s subsequent booking at the Renter’s direction. Further, Uplet may publish an automated review on the Listing cancelled by the Host indicating that a booking was cancelled. In addition, Uplet may (i) keep the calendar for the Listing unavailable or blocked for the dates/times of the cancelled booking, and/or (ii) impose a cancellation fee, unless the Host has a valid reason for cancelling the booking due to Extenuating Circumstances or has legitimate concerns about the Renter’s behavior.
9.4 In certain circumstances, Uplet may decide, in its sole discretion, that it is necessary to cancel a pending or confirmed booking and initiate corresponding refunds and payouts, or (i) where Uplet believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Uplet, other Members, third parties or property, or (ii) for any of the reasons set out in these Terms.
9.5 If a Renter or Uplet cancels a confirmed booking, and the Renter receives a refund in accordance with the applicable cancellation policy set by the Host and mentioned in the Listing, after the Host has already been paid, Uplet Payments will be entitled to recover the amount of any such refund from the Host, including by subtracting such refund amount out from any future Payouts due to the Host.
10. Ratings and Reviews10.1 Within a certain timeframe after completing a booking, Renters 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 Uplet. Ratings and Reviews are not verified by Uplet for accuracy and may be incorrect or misleading.
10.2 Ratings and Reviews by Renters and Hosts must be accurate and may not contain any offensive or defamatory language.
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 Uplet 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. Damage to Spaces, Disputes between Members
11.1 As a Renter, you are responsible for leaving the Space (including any property located at the Space) in the condition it was in when you arrived. You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Space, excluding the Host (and the individuals the Host invites to the Space, if applicable).11.2 If a Host claims and provides evidence that you as a Renter have damaged a Space or any personal or other property at a Space ("Damage Claim"), the Host can seek payment from you by contacting Uplet (Contact Us). If a Host escalates a Damage Claim to Uplet, you will be given an opportunity to respond. Uplet also reserves the right to otherwise collect payment from you and pursue any remedies available to Uplet in this regard in situations in which you are responsible for a Damage Claim.
11.3 Members agree to cooperate with and assist Uplet in good faith, and to provide Uplet with such information and take such actions as may be reasonably requested by Uplet, in connection with any Damage Claims or other complaints or claims made by Members relating to Spaces or any property located at a Space. A Member shall, upon Uplet's reasonable request and at no cost to the Member, participate in mediation or a similar resolution process with another Member, which process will be conducted by Uplet or a third party selected by Uplet or its insurer, with respect to losses for which a Member is requesting payment from Uplet.
11.4 If you are a Renter or a Host, you understand and agree that Uplet may make a claim under your insurance policy related to any damage or loss that you may have caused, or been responsible for, to any personal or other property (including a Space) of the Host. You agree to cooperate with and assist Uplet in good faith, and to provide Uplet with such information as may be reasonably requested by Uplet, to make a claim under your insurance policy, including, but not limited to, executing documents and taking such further acts as Uplet may reasonably request to assist Uplet in accomplishing the foregoing.12. Rounding off
Uplet generally supports payment amounts that are payable from or to Renters or Hosts to the smallest unit supported by a given currency (i.e., U.S. cents, Euro cents or other supported currencies). Where Uplet’s third-party payment services provider does not support payments in the smaller unit supported by a given currency, Uplet may, in its sole discretion, round up or round down the displayed amounts that are payable from or to Renters 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, Uplet may round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00.
13. Taxes13.1 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, or income taxes ("Taxes").
13.2 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 the required documentation under applicable law (e.g., a tax number) that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution.13.3 You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where your Space is located may require Taxes to be collected from Renters or Hosts on Listing Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Listing Fees set by Hosts, a set amount per day, or other variations ("Occupancy Taxes").13.4 In certain jurisdictions, Uplet may decide in its sole discretion to facilitate collection and remittance of Occupancy Taxes from or on behalf of Renters or Hosts, in accordance with these Terms ("Collection and Remittance") if such jurisdiction asserts Uplet or Hosts have an Occupancy Tax collection and remittance obligation. In any jurisdiction in which we decide to facilitate direct Collection and Remittance, you hereby instruct and authorize Uplet (via Uplet Payments) to collect Occupancy Taxes from Renters on the Host's behalf at the time Listing Fees are collected, and to remit such Occupancy Taxes to the Tax Authority. In other jurisdictions Uplet may decide in its sole discretion to collect Occupancy Taxes and remit such Taxes to eligible and qualifying Hosts, based on tax information supplied by the Host, for ultimate reporting and remittance by such Host to the Tax Authority (“Pass-Through Tax Feature”). Such Hosts using the Pass-Through Tax Feature will be solely responsible for informing Uplet about the correct Occupancy Tax amount to be collected from the Renter in accordance with applicable law and directly remitting the Occupancy Taxes to the relevant Tax Authority. Uplet does not assume any liability for the failure of a participating Host to comply with any applicable tax reporting or remittance obligations. The amount of Occupancy Taxes, if any, collected and remitted by Uplet will be visible to and separately stated to both Renters and Hosts on their respective transaction documents. Where Uplet is facilitating Collection and Remittance, Hosts are not permitted to collect any Occupancy Taxes being collected by Uplet relating to their Spaces in that jurisdiction.
13.5 You agree that any claim or cause of action relating to Uplet's facilitation of Collection and Remittance of Occupancy Taxes shall not extend to any supplier or vendor that may be used by Uplet in connection with facilitation of Collection and Remittance, if any. Renters and Hosts agree that we may seek additional amounts from you in the event that the Taxes collected and/or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Occupancy Taxes collected is a refund of Occupancy Taxes collected by Uplet from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.
13.6 Uplet reserves the right, with prior notice to Hosts, to cease the Collection and Remittance in any jurisdiction for any reason at which point Hosts and Renters are once again solely responsible and liable for the collection and/or remittance of any and all Occupancy Taxes that may apply to Accommodations in that jurisdiction.
14. Prohibited Activities
14.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Uplet Platform. In connection with your use of the Uplet Platform, you will not and will not assist or enable others to:
In the event the Member violates paragraphs viii) and/or ix) hereinabove, the Host agrees to pay Uplet a penalty fee equivalent to 10% of the Listing Fee payable by the Renter. It is expressly agreed that such penalty fee shall be in addition and without prejudice to all other rights and recourses of Uplet as provided by law or in this Agreement.Should Uplet discover or should a Renter notify Uplet that a Host has listed a Space on a platform outside of the Uplet Platform (the “Outside Listing”) at a listing fee that is lower than the Listing Fee for a Space advertised on the Uplet Platform (the “Outside Listing Fee”) and/or under the same terms and conditions, in violation of the provisions of paragraph viii) hereinabove, the Host acknowledges and agrees that, upon a five (5) days’ notice by Uplet, it shall match the Outside Listing Fee. In the event the Host fails to comply with the foregoing within the aforesaid delay, the Host acknowledges and agrees that Uplet may immediately, in its own discretion, lower such Listing Fee for the Space to such match Outside Listing Fee. Failure or refusal of the Host to maintain such Listing Fee for the Space on the Uplet Platform may result in the termination of the Host’s Uplet Account in accordance with the second paragraph of Section 15.2, and Uplet shall reserve all of its rights and recourses as provided by law or in this Agreement.
Notwithstanding the foregoing, should Uplet discover or should a Renter notify Uplet that a Host has listed any Outside Listing at an Outside Listing Fee on more than one occasion, Uplet may terminate the Host’s Uplet Account in accordance with the second paragraph of Section 15.2, and Uplet shall reserve all its rights and recourses as provided by law or in this Agreement.
14.2 You acknowledge that Uplet has no obligation to monitor the access to or use of the Uplet 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 Uplet 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 Uplet in good faith, and to provide Uplet with such information and take such actions as may be reasonably requested by Uplet with respect to any investigation undertaken by Uplet or a representative of Uplet regarding the use or abuse of the Uplet Platform.
14.3 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 Uplet 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).
15. Term and Termination, Suspension and other Measures
15.1 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 Uplet terminate the Agreement in accordance with this provision.15.2 You may terminate this Agreement at any time by sending us an email to email@example.com to that effect, by deleting the Application from your device and ceasing all use of the Uplet Platform and cancelling your Uplet Account. If you cancel your Uplet Account as a Host, any confirmed booking(s) will be automatically cancelled and your Renters will receive a full refund. If you cancel your Uplet Account as a Renter, any confirmed booking(s) will be automatically cancelled and any refund will depend upon the terms of the Listing’s cancellation policy.
You agree that Uplet, in its sole discretion and for any or no reason, may terminate any Uplet Account and remove and discard any Member content at any time. Uplet may also in its sole discretion and at any time discontinue providing access to the Site, Application or Spaces, or any part thereof, by giving you thirty (30) days’ notice via email, and Uplet shall not be liable to you.
If your access to or use of the Uplet Platform has been limited or your Uplet Account has been suspended or this Agreement has been terminated by us, you may not register a new Uplet Account or access and use the Uplet Platform through an Uplet Account of another Member.
15.3 Sections 5 and 16 to 22 of these Terms shall survive any termination or expiration of this Agreement.16. Disclaimers
If you choose to use the Uplet Platform or Collective Content, you do so voluntarily and at your sole risk. The Uplet 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 Uplet 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 Uplet 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 the Host Services may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. You assume full responsibility for the choices you make before, during and after your participation in a Host Service. If you are bringing a minor as an additional renter, 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 Uplet 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.
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 Uplet Platform and Collective Content, your publishing or booking of any Listing via the Uplet Platform, your stay at any Space, or any other interaction you have with other Members whether in person or online remains with you. Neither Uplet nor any other party involved in creating, producing, or delivering the Uplet 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 Uplet 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 Uplet 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 Uplet 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, in no event will Uplet’s aggregate liability arising out of or in connection with these Terms and your use of the Uplet Platform including, but not limited to, from your publishing or booking of any Listings via the Uplet Platform, or from the use of or inability to use the Uplet Platform or Collective Content and in connection with any Space, or interactions with any other Members, exceed the amounts you have paid or owe for bookings via the Uplet Platform as a Renter 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 Uplet 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 Uplet 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 Uplet’s 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.18. Indemnification
To the maximum extent permitted by applicable law, you agree to release, defend (at Uplet’s option), indemnify, and hold Uplet and its affiliates and subsidiaries, including but not limited to, Uplet Payments, and their officers, directors, employees and agents, harmless from and against any claims, costs, 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 this Agreement, (ii) your improper use of the Uplet Platform or any Uplet Services, (iii) your interaction with any Member, renting of a Space, 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, rental, participation or use, (iv) Uplet’s Collection and Remittance of Occupancy Taxes, or (v) your breach of any laws, regulations or third party rights, including but not limited to claims that Uplet’s use of the Member Content infringes the intellectual property rights of a third party
19. Controlling Law and Jurisdiction – Canadian Users
If you are a resident of Canada, this Section 19 applies to you. If you are a resident of the United States of America, Section 20 applies to you instead of this Section 19.
This Agreement and any action related thereto will be governed by the laws of the Province of Quebec without regard to its conflict of laws provisions. Subject to the rest of this Section 19, the exclusive jurisdiction and venue of any action in relation to this Agreement will be the District of Montreal and each of the parties hereto waives any objection to jurisdiction and venue in such courts. However, in the event of the actual or threatened infringement, misappropriation or violation of Uplet’s copyrights, trademarks, trade secrets, patents or other intellectual property rights, Uplet may, at its discretion, institute legal proceedings in any jurisdiction(s) which is (are) deemed necessary or advisable.You and Uplet agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Uplet Platform (collectively, "Disputes") will be settled by binding arbitration.The arbitration will be subject to article 940 and following of the Code of Civil Procedure (Quebec).The arbitrators will render an award within the time frame specified in the Code of Civil Procedure (Quebec). Such decision will include the essential findings and conclusions upon which the arbitrators based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. Any damages granted by the arbitrators must be consistent with the terms of section 17 above as to the types and the amounts of damages for which a party may be held liable.
The arbitrators shall determine who is responsible to pay the fees associated with the arbitration.
Notwithstanding the foregoing, you and Uplet each agree that the following claims 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).
In the event that any portion of this is deemed illegal or unenforceable, such provision shall be severed and the remainder of this section shall be given full force and effect.
This Section 19 will survive any termination of these Terms and will continue to apply even if you stop using the Uplet Platform or terminate your Uplet Account.
20. Controlling Jurisdiction and Law – United States Users
If you are a resident of the United States of America, this Section 20 applies to you. If you are a resident of Canada, Section 19 applies to you instead of this Section 20.
This Agreement and any action related thereto will be governed by the laws of the state of New York without regard to its conflict of laws provisions. Subject to the rest of this Section 20, the exclusive jurisdiction and venue of any action in relation to this Agreement will be the state and federal courts located in the Southern District of New York and each of the parties hereto waives any objection to jurisdiction and venue in such courts.Any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought by either party is less than $10,000 shall be resolved via binding non-appearance-based arbitration initiated through the American Arbitration Association (“AAA”). The AAA Rules are available online at http://www.adr.org or by calling the AAA at 1-800-778-7879. In any such arbitration, the parties and AAA must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (c) the arbitrator may award injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Agreement shall prevent either party from seeking remedies in small claims court of competent jurisdiction.
YOU ACKNOWLEDGE AND AGREE THAT ANY CLAIMS MADE UNDER THIS SECTION 20 MUST BE MADE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. You hereby waive your right to participate as a 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.
You and Uplet acknowledge and agree that each party waives the right to a trial by jury as to all arbitrable Disputes.
YOU AND UPLET AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE UPLET PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
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.
Notwithstanding the foregoing, you and Uplet each agree that the following claims 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; or (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
In the event that any portion of this is deemed illegal or unenforceable, such provision shall be severed and the remainder of this section shall be given full force and effect.
This Section 19 will survive any termination of these Terms and will continue to apply even if you stop using the Uplet Platform or terminate your Uplet Account.
21. FeedbackWe welcome and encourage you to provide feedback, comments and suggestions for improvements to the Uplet Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact Us” section of the Uplet 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.
22. General Provisions
22.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Uplet and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Uplet and you in relation to the access to and use of the Uplet Platform.
22.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
22.4 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.
22.5 Uplet’s 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.
22.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Uplet's prior written consent. Uplet 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.
22.7 Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by Uplet via email, Uplet Platform notification, or messaging service (including SMS).22.8 If you have any questions about these Terms please Contact Us.