End User Terms of Service

TERMS AND CONDITIONS OF SERVICE

Last Updated: August 1, 2019

THIS IS A BINDING LEGAL AGREEMENT. PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY BEFORE USING THE SERVICE. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION, PROHIBITS CLAIMS AFTER ONE YEAR AND REQUIRES ALL LAWSUITS TO BE BROUGHT IN ILLINOIS. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE SERVICE OR ACCESS OUR WEBSITE. WE RESERVE THE RIGHT TO MODIFY OR AMEND THIS AGREEMENT FROM TIME TO TIME WITHOUT NOTICE. YOUR CONTINUED USE OF OUR SERVICE FOLLOWING THE POSTING OF CHANGES TO THIS AGREEMENT WILL MEAN YOU ACCEPT THOSE CHANGES.

The terms and conditions, together with all updates, supplements, additional terms and any of VRP’s rules and policies (collectively, the “Agreement”) are applicable to the VRP websites, GetDirect.io, including any versions optimized for viewing on a mobile device or any version that is made available on a third-party website with VRP’s authorization; VRP call center; and all other interactive features, services, software and communications provided by VRP (the “Service”), however accessed or used, that are operated by us, made available by us, or produced and maintained by Vacation Rental Partners, Inc. (collectively “VRP” or “we”, “us”, or “our”). This Agreement is applicable to individuals that use the Service, directly or indirectly, in any fashion (a “User”) (collectively “you” or “your”).

YOU ACKNOWLEDGE AND AGREE THAT VRP IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN VACATION RENTAL PROPERTY MANAGERS (“MANAGERS”) AND THEIR GUESTS, HAS NO CONTROL OVER THE CONDUCT OF THE MANAGERS OR THEIR SERVICES, AND DISCLAIMS ANY AND ALL LIABILITY ASSOCIATED WITH THE USE OF THE MANAGERS’ SERVICES. VRP IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS, BOOKINGS AND MANAGERS’ PRODUCTS AND SERVICES.

1. How the Service Works.

The Service can be used to facilitate the listing of our Managers’ properties and the booking of said properties by guests. VRP makes available a platform for Managers to manage their operations, distribution to online third-party marketplaces, and accept bookings by guests via white label websites. VRP is not an owner or operator of the Managers or any associated rental property, including, but not limited to, real estate, vehicles, boats, or equipment, and VRP does not own, sell, furnish, provide, rent, manage or control the Managers’ properties and services.

2. Bookings.

As a condition of your use of this Service, you warrant that (a) you are 18 years old or older; (b) you possess the legal authority to create a binding legal obligation; (c) you will use this Service in accordance with this Agreement; (d) you will only use this Service to manage the operations of properties; (e) all information supplied by you is true, accurate, current and complete and you will maintain and promptly update such information to keep it true, accurate, current and complete; (f) the submitted information and VRP’s use thereof as contemplated by this Agreement will not infringe any rights of any third party, including but not limited to any intellectual property rights, privacy rights and rights of publicity; and (g) if you have a GetDirect.io account, you will safeguard your account information and will be responsible for any use of your account by you and anyone other than you, and you will not share your username and password with any third party or permit any third party to log-on to the Service using your account information. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware.

3. Account Suspension.

If you provide any information that is untrue, inaccurate, not current or incomplete, or VRP has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, of for any other reason identified in VRP discretion, VRP has the right to suspend or terminate your account and refuse any or all future use of the Service.

4. Right to Cancel, Errors, Mistakes.

The Service may contain technical inaccuracies and typographical or other errors in connection with information displayed. VRP assumes no responsibility or liability for such errors, inaccuracies, or omissions. VRP has the right to make changes, corrections or cancellations to such information , at any time, including after confirmation of a transaction. VRP is not responsible for communication failures, errors, difficulties, or other malfunctions or lost, stolen or misdirected transactions, transmissions, messages or entries on or in connection with our Service. The Service may not be continuously available due to maintenance or repairs or due to computer problems, disruptions in Internet service or other unforeseen circumstances.

5. Licenses.

VRP grants you a limited, revocable, non-exclusive, non-transferable license to access and make personal, non-commercial use of the Service or their content on the corresponding platforms and not to modify all or any portion of the Service. This license does not include any resale or commercial use of the Service or their contents; any collection and use of any images or third-party content on the Service; any derivative use of the Service or their contents; any uncompiling, disassembling, reverse engineering, or other such attempts at discovering the source code of any Services; any downloading or copying of account information for the benefit of another company or user; or any use of data mining, robots, or similar data gathering and extraction tools. The Service, or any portion thereof, may not be reproduced, sold, resold, visited or otherwise exploited for any commercial purpose without VRP’s express written consent. You grant to VRP a limited, non-exclusive license to access, store, display and transmit the information you submit to the Service and disclosure that information to the supplier(s) and in the Service as provided in our Privacy Notice. You will not access or attempt to access content on the Service through any interface except for the publicly provided websites or applications provided by VRP.

6. Copyright and Ownership.

All of the content featured or displayed on the Service, including without limitation text, graphics, photographs, images, sound, and illustrations (“Content”), is owned by VRP, its licensors, vendors, agents or its Content providers. All elements of the Service, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Service may only be used for the intended purpose for which such Service is being made available. You are authorized to view, play, print and download copyrighted documents, audio and video found on our Service for personal, informational, and non-commercial purposes only. You may not modify any of the materials and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Service. The Service, its Content and all related rights shall remain the exclusive property of VRP or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on the Service.

7. Trademarks; No Endorsement.

All trademarks, service marks and trade names of VRP used in the Service (including but not limited to: VRP’s name and logo; the Service’s name, design, and any logos) (collectively “Marks”) are trademarks of VRP or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Marks in any way, including in advertising or publicity pertaining to distribution of materials on the Service, without VRP’s prior written consent. VRP prohibits the use of the Marks as a “hot” link on or to any other website unless establishment of such a link is approved in advance. You shall not use VRP’s name or any language, pictures or symbols which could, in VRP’s judgment, imply VRP’s endorsement in any written or oral advertising, presentation, brochure, newsletter, book, or other written material of whatever nature, without prior written consent.

8. Inappropriate Material.

You are prohibited from using the Service to post or send any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation. We may fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone inappropriately using the Service.

9. Third-Party Links.

Running or displaying the Service or any information or material displayed on the Service in frames or through similar means on another website without our prior written permission is prohibited. From time to time, the Service may contain links to websites that are not owned, operated or controlled by VRP or its affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave the Service. Neither we nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other website. We do not endorse, guarantee, or make any representations or warranties regarding any other websites, services, or any other information located or accessible from any other websites or services. If you decide to access any other websites, you do so entirely at your own risk.

10. Access and Interference.

You agree that you will not use any robot, spider, scraper or other automated means to access the Service for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (iii) bypass any measures we may use to prevent or restrict access to the Service. We retain the right at our sole discretion to deny access to anyone to this Service, at any time and for any reason, including, but not limited to, for violation of this Agreement.

11. DISCLAIMERS.

YOUR USE OF THIS SERVICE IS AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICE PROVIDED ON OR THROUGH THE SERVICE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER VRP, NOR ANY OF ITS AFFILIATES, SUPPLIERS, SERVICE SUPPLIERS OR LICENSORS WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICE PROVIDED ON OR THROUGH THE SERVICE. THE INFORMATION, MATERIALS AND SERVICE PROVIDED ON OR THROUGH THE SERVICE MAY BE OUT OF DATE, AND NEITHER VRP, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICE. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM VRP OR THROUGH THE SERVICE, CONTENT AND SERVICE WILL NOT CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

THE MANAGERS ON THIS SERVICE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF VRP OR ITS AFFILIATES. VRP AND ITS AFFILIATES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH MANAGERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. VRP AND ITS AFFILIATES HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND THEIR DIRECT CONTROL, AND THEY HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY. RATINGS DISPLAYED ON THIS SERVICE ARE INTENDED AS ONLY GENERAL GUIDELINES, AND VRP AND ITS AFFILIATES DO NOT GUARANTEE THE ACCURACY OF THE RATINGS. VRP, ITS AFFILIATES AND THEIR RESPECTIVE SUPPLIERS MAKE NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC PRODUCTS AND SERVICES.

12. LIMITATIONS OF LIABILITY; LIMITATION ON TIME TO FILE CLAIMS.

VRP does not assume any responsibility for and is not liable for any damages to your computer, equipment or other property caused by or arising from your access to, use of, or browsing the Service, or your downloading of any information or materials from this Service. IN NO EVENT WILL VRP, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USING THE SERVICE, ANY WEBSITES OR APPLICATIONS LINKED TO THE SERVICE, OR THE MATERIALS, INFORMATION OR OTHER CONTENT CONTAINED ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, VRP’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN THE EVENT OF ANY PROBLEM WITH THE SERVICE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICE. IN NO EVENT SHALL VRP’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED , IN THE AGGREGATE, THE GREATER OF (A) THE SERVICE FEES YOU PAID TO VRP IN CONNECTION WITH SUCH TRANSACTION(S) OR (B) ONE HUNDRED DOLLARS (US $100.00).

TO THE EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT YOU WILL BRING ANY CLAIM OR CAUSE OF ACTION ARISING FROM OR RELATING TO YOUR ACCESS OR USE OF THIS SERVICE WITHIN ONE (1) YEAR FROM THE DATE ON WHICH SUCH CLAIM OR ACTION AROSE OR ACCRUED OR SUCH CLAIM OR CAUSE OF ACTION WILL BE IRREVOCABLY WAIVED.

13. Indemnity.

You agree to defend, indemnify and hold VRP and its affiliates, and its and their equity holders, directors, officers, employees and agents, harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use of the Service or your placement or transmission of any message or information on this Service by you or your authorized users; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights, including any such violation arising from Content, or VRP’s use of Content; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any information that you provide to VRP; or (vi) any other party’s access and use of the Service with your username and password.

14. Termination.

VRP may suspend or terminate your account or your use of the Service at any time, for any reason or for no reason. You are personally liable for any orders placed or charges incurred through your account prior to termination. We may also suspend your access to our Service in the event that (a) you breach this Agreement; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users, or us.

15. Force Majeure.

Neither VRP nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, Internet or hosting outage, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

16. Privacy.

Data collection and use, including the collection and use of personal information, is governed by VRP’s Privacy Policy, which is incorporated into and is a part of this Agreement.

17. General.

Any claim relating to the use of the Service, the materials contained herein or this Agreement is governed by the laws of the State of Illinois. You consent to the exclusive jurisdiction of the state and federal courts located in State of Illinois. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be struck and amended to achieve as closely as possible the effect of the original provision and all other provisions of this Agreement will continue in full force and effect. You agree that this Agreement may be assigned by VRP in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. Fictitious names of companies, products, people, characters mentioned on the Services are not intended to represent any real individual, company or product.

18. Entire Agreement; Survival.

These terms and conditions are the entire agreement between you and VRP and supersede any prior understandings or agreements (written or oral). The license granted by your in Section 7 (Licenses), 14 (Limitations of Liability; Limitation on Time to File Claims), 15 (Indemnity), 16 (Release) and 20 (General) shall survive any termination or expiration of this Agreement.