TERMS OF SERVICE

EFFECTIVE DATE: JUNE 13, 2016

Welcome to AdventureAlly and the services made available through the website AdventureAlly.com (together with any affiliates websites, the "Website" or the "Site") and the online applications and tools (collectively, the "Apps," together with the Site, the "Service"). Unless otherwise specified, all references to the Services include the services available through the AdventureAlly mobile application (the "App") and the Site, as well as any software that AdventureAlly provides to you that allows you to access the Services from a mobile device. AdventureAlly.com is owned and operated by Adventure Ally, LLC ("AdventureAlly," "us," "our" or "we") and these Terms of Service (the "Terms") represent a legally binding agreement between you and AdventureAlly.

Please read the Terms carefully before accessing or using any of the Service. Each time you access or use the Service in any way, you agree to be bound by the most current version of the Terms available on the Site. We may amend the Terms at any time and without notice. If you do not agree to be bound by the Terms in full and without modification, you may not access or use the Site. In addition, certain areas of the Service may be subject to additional Terms of Service that we make available for your review. By using such areas, or any part thereof, you are expressly indicating that you have read and agree to be bound by the additional Terms of Service applicable to such areas. In the event that any of the additional Terms of Service governing such area conflict with these Terms, the additional terms will control.

The AdventureAlly Services

The Services constitute a technology platform that enables users of the Service to arrange and schedule private sessions between independent Guides (each a "Guide"), who have unique knowledge and experience with a particular travel destination or activities ("Activities"), and consumers seeking to experience such Activities (each a "Customer," and collectively with Guides, "Users"). The Services are made available solely for your personal use and may not be used for a commercial use to other than as permitted herein.

Guides are not employees of AdventureAlly and, if you book an Activity, AdventureAlly is not hiring a Guide for you. As between AdventureAlly and any Guide, the Guide is responsible for paying any taxes required by law. AdventureAlly does not have control over the quality, timing, or legality of the services or Activities actually delivered by any Guide, nor of the integrity, responsibility or actions of Users or Guides and we make no warranties or guarantees about them. Guides may post offerings or listing for their Guide services and Activities and Users may hire and schedule the Guide to provide these services and Activities at a time and place to be agreed upon. AdventureAlly is not a party to any agreements entered into between Guides and Users.

YOU ACKNOWLEDGE AND AGREE THAT ADVENTUREALLY DOES NOT PROVIDE GUIDE SERVICES OR FUNCTION AS A GUIDE AND HAS NO CONTROL OVER THE CONDUCT OF GUIDES AND USERS OF THE SERVICES AND DISCLAIMS ALL LIABILITY WITH REGARD TO THE ACTIONS OR CONDUCT OF GUIDES AND USERS. ADVENTUREALLY FUNCTIONS ONLY AS A MARKETPLACE TO CONNECT CONSUMERS AND GUIDES.

Eligibility for Our Service

You must be at least eighteen (18) years of age to use the Service. By agreeing to the Terms, you represent and warrant to us: (i) that you are at 18 years of age, (ii) that you have not previously been suspended or removed from the Service, (iii) that all information submitted to the Service is, and will remain at all times, complete, truthful, and accurate, and (vi) that your registration and your use of the Service are in compliance with any and all applicable laws and regulations.

Furthermore, you agree that you will not (i) use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor our Services or any portion of our Services or for any other purpose, without our prior written permission; (ii) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our network or servers; (iii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for your personal information) from our Services without our prior written permission and the appropriate third party, as applicable; or (iv) interfere or attempt to interfere with the proper working of our Services or any activities conducted on our Services.

Your Access and Use of our Services

Your right to access and use our Services is personal to you and is not transferable by you to any other person or entity. AdventureAlly may, as a term of a sale, merger, or reorganization, assign the Terms.

Access to our Services may not be available in all locations and may not be available without interruption. You are only entitled to access and use our Services for lawful purposes and pursuant to the terms and conditions of the Terms and the Privacy Policy.

You agree not to use the Service to transmit any information which is defamatory, harassing, harmful, offensive, or inaccurate, as we may determine in our sole discretion.

If you are a Guide, you represent and warrant that you possess all licenses, registrations, permissions, and otherwise meet all requirements necessary to provide the Activities and all related services. You further represent and warrant that you will use due care and caution in performing all Activities.

Termination of Account

The Terms will remain in full force and effect while you use the Service and/or have an account. You may terminate your account at any time, for any reason. AdventureAlly may terminate your account, or your access to the Service, at any time and without notice, if we believe that you have breached the Terms, our Privacy Policy, or any other obligation. AdventureAlly is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account. AdventureAlly shall have no obligation to delete or remove any User Content (as defined below) of any kind after the termination of your Account.

Interruption of Service

Your access and use of our Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of our Services or other actions that we, in our sole discretion, may elect to take. We reserve the right to suspend or discontinue the availability of our Services and/or any portion or feature of our Services at any time in our sole discretion and without prior notice.

Accounts and Registration

To access some features of the Service you may be required to register for a user account as either (i) a Guide or (ii) a consumer. When you register for an account, you may be required to provide us with some information about yourself including, without limitation, your e-mail address or other contact information. You agree to only transmit information which is truthful, accurate, and complete, and to keep such information truthful, accurate, and complete at all times. Users and Guides will have the ability to manage and update their profile.

You agree to keep your account login information confidential and secure at all times. You agree to be responsible for all actions taken by your account.

GUIDES MAY BE SUBJECT TO BACKGROUND AND SECURITY SCREENING AND AGREE TO SUCH SCREENING AND WILL COOPERATE WITH ADVENTUREALLY BY PROVIDING ANY AUTHORIZATION OR PERMISSION WHEN REQUIRED. BY REGISTERING FOR AN ACCOUNT AS A GUIDE, YOU EXPRESSLY AGREE THAT ADVENTUREALLY MAY ACCESS PERSONAL INFORMATION TO CONDUCT THESE BACKGROUND AND SECURITY SCREENINGS.

Guide Listings

Guides will be able to create and post listing of their services and Activities and financial terms for the same, as provided for herein (including in the Payment and Customer Refund Policy included in this Agreement). Users will be able to contract for the Guide services and Activities using the Website or App Services. Guides acknowledge and agree that they are responsible for any and all Listings they post and that such listings will be in compliance with all applicable laws, tax requirements, and rules and regulations that may apply to any services or Activities included in their Listing. AdventureAlly disclaims all responsibility for any Guide’s compliance with any applicable laws, rules and regulations. A Guide's listing may be disabled or deleted for any reason without prior notice by AdventureAlly, in its sole discretion, if it is considered to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Services. If you are a Guide, you agree to be solely responsible for all information in your listings. Users seeking recourse for liabilities arising out of a listing shall receive recourse solely from the Guide.

ADVENTUREALLY DOES NOT ENDORSE ANY USER OR GUIDE OR ANY GUIDE SERVICES OR ACTIVITIES. GUIDES LISTED AS "VERIFIED," "CONNECTED," OR LISTED WITH SIMILAR LANGUAGE MAY HAVE COMPLETED ADDITIONAL VERIFICATION STEPS ON THE SERVICE BUT ARE IN NO WAY ENDORSED AND ADVENTUREALLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE IDENTITY OR TRUSTWORTHINESS OF THE GUIDE. YOU ACKNOWLEDGE AND AGREE THAT ADVENTUREALLY DOES NOT DO ANY SORT OF BACKGROUND SEARCH ON, OR ATTEMPT TO CONFIRM, AND HAS NO DUTY TO CONFIRM, ANY USER OR GUIDES PURPORTED IDENTITY. YOU ARE RESPONSIBLE FOR DETERMINING THE IDENTITY AND SUITABILITY OF OTHERS WHO YOU CONTACT VIA THE SERVICES. WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGE OR HARM RESULTING FROM YOUR INTERACTIONS WITH OTHER USERS. BY USING THE SERVICES, YOU AGREE THAT ANY LEGAL REMEDY OR LIABILITY THAT YOU SEEK TO OBTAIN FOR ACTIONS OR OMISSIONS OF OTHER USERS OR OTHER THIRD PARTIES WILL BE LIMITED TO A CLAIM AGAINST THE PARTICULAR USER OR OTHER THIRD PARTY WHO CAUSED YOU HARM AND YOU AGREE NOT TO ATTEMPT TO IMPOSE LIABILITY ON, OR SEEK ANY LEGAL REMEDY FROM ADVENTUREALLY WITH RESPECT TO SUCH ACTIONS OR OMISSIONS.

The User Content (as defined below) may not have been verified or authenticated in whole or in part by AdventureAlly. AdventureAlly does not warrant the accuracy of timeliness of the User Content contained in the Services. You acknowledge and agree that you rely on your own judgment in using the AdventureAlly Services.

Independent Contractor

Guides and other parties providing Activities on this Site are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relations is intended or created by these Terms or your use of the Site.

THE USERS OF THIS WEBSITE PROVIDING SERVICES OR ACTIVITIES ON THIS WEBSITE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF THE ADVENTUREALLY COMPANIES, OR THE ADVENTUREALLY AFFILIATES. THE ADVENTUREALLY COMPANIES AND THE ADVENTUREALLY AFFILIATES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH SUPPLIERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING FROM ANY SERVICE PROVIDED.

User Content

Users may be able to upload or post content, including text, calendars, reviews, photos, video, images, and other types of content to the Service (collectively called, "User Content"). You retain copyright and any other proprietary rights you hold in the User Content that you post to the Service. You agree that that the User Content shall not violate any laws or any of the Terms of Service and that you are solely responsible for any damage or harm resulting from any User Content that you submit, upload, post or otherwise make available on, through or in connection with the Services.

By posting User Content, you grant AdventureAlly a worldwide, perpetual, non-exclusive, royalty-free right and license to host, display, transfer, modify, reproduce, and distribute your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). You agree that you shall have no say over such use and will be owed no compensation whatsoever.

You are solely responsible and liable for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you affirm, represent, and warrant that you are the owner of your User Content and that it will in no way (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person.

In no way does AdventureAlly endorse any User Content or guarantee the completeness, accuracy, reliability or usefulness of any User Content. We expressly disclaim any and all liability in connection with User Content. However, AdventureAlly may at any time and without prior notice, remove any User Content that in our sole judgment violates these Terms or that we find to be inaccurate, offensive, defamatory, or otherwise inappropriate.

Intellectual Property Rights

Our names, graphics, videos, logos, page headers, button icons, scripts, and service names are our trademarks or trade dress in the United States and/or other countries (collectively, the "Proprietary Marks"), are owned by AdventureAlly. You may not use the Proprietary Marks without our prior written permission. We make no proprietary claim to any third-party names, trademarks or service marks appearing on our Services. Any third-party names, trademarks, and service marks are property of their respective owners. The information, advice, data, software and content viewable on, contained in, or downloadable from our Services (collectively, "Our Content"), including, without limitation, all text, graphics, charts, pictures, photographs, images, videos, line art, icons and renditions, are copyrighted by, or otherwise licensed to us or Our Content suppliers.

Electronic Transactions

YOUR USE OF THE SERVICES INCLUDES THE ABILITY TO ENTER INTO AGREEMENTS AND/OR TO MAKE TRANSACTIONS ELECTRONICALLY. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. IN ORDER TO ACCESS AND RETAIN YOUR ELECTRONIC RECORDS, YOU MAY BE REQUIRED TO HAVE CERTAIN HARDWARE AND SOFTWARE, WHICH ARE YOUR SOLE RESPONSIBILITY.

The Guide appoints AdventureAlly as the Guide’s limited agent solely for the purpose of collecting payments made by Users.

The User agrees to pay AdventureAlly for the cost of the Guides services or Activities as required by the listing.

If you are directed to a third party payment processor or payment provider you may be subject to terms and conditions governing use of that third party's service and that third party's personal information collection practices. Please review such terms and conditions and privacy policy before using the services.

Payment processing services for Users on AdventureAlly are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to Agreement or continuing to operate as a User on AdventureAlly, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of AdventureAlly enabling payment processing services through Stripe, you agree to provide AdventureAlly accurate and complete information about you and your business, and you authorize AdventureAlly to share it and transaction information related to your use of the payment processing services provided by Stripe.

Third Party Links

The Site may provide, or third parties may provide, links to other internet sites or resources. Because we have no control over such sites and resources, we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of, or reliance on, any such content, goods or services available on or through any such site or resource. When you visit or use a third party website you agree to read and consent to the third party's Terms of Service and Privacy Policy and release us from any liability.

Disclaimers; No Warranties

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH OUR SERVICES ARE PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF OUR SERVICES OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR ASSOCIATED WITH OUR SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR SERVICES AND ALL PRODUCTS AND SERVICES INCLUDED ON OR ASSOCIATED WITH OUR SERVICES IS AT YOUR SOLE RISK.

WE DO NOT MAKE, AND EXPRESSLY DISCLAIM, ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, CORRECTNESS, OR COMPLETENESS OF THE CONTENT OR THE SERVICES AND PRODUCTS ASSOCIATED WITH OUR SERVICES, OR THE SAFETY, RELIABILITY, TITLE, TIMELINESS, COMPLETENESS, MERCHANTABILITY, CONFORMITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT OR THE SERVICES AND PRODUCTS ASSOCIATED WITH OUR SERVICES. IT IS YOUR SOLE RESPONSIBILITY TO INDEPENDENTLY EVALUATE THE ACCURACY, CORRECTNESS OR COMPLETENESS OF THE CONTENT AND THE SERVICES AND PRODUCTS ASSOCIATED WITH OUR SERVICES. WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE FOR DOWNLOADING FROM OUR SERVICES IS FREE OF INFECTION FROM ANY VIRUSES, MALICIOUS SOFTWARE OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION. WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING ANY INFORMATION OR OFFERS PROVIDED ON OR THROUGH OUR SERVICES.

WE DISCLAIM ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISS DELIVERY, OR UNTIMELY DELIVERY OF ANY PRODUCTS, INFORMATION OR MATERIAL.

WE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES. WE DISCLAIM, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICES. WE DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SERVICE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICE.

YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

OUR SERVICES ARE CONTROLLED AND OFFERED BY US FROM OUR FACILITIES IN THE UNITED STATES OF AMERICA.  WE MAKE NO REPRESENTATIONS THAT OUR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER JURISDICTIONS. IF YOU ACCESS OR USE OUR SERVICES FROM OTHER JURISDICTIONS, THEN YOU DO SO BY YOUR OWN VOLITION AND ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitations of Liability

IN NO EVENT SHALL WE BE RESPONSIBLE TO, OR LIABLE TO, YOU, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF THE TERMS AND CONDITIONS OF THE TERMS; (II) YOUR ACCESS AND USE OF OUR SERVICES; (III) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE OUR SERVICES FOR ANY REASON; (IV) YOUR DOWNLOADING OF ANY OF THE CONTENT OR THE COLLECTIVE WORK FOR YOUR USE; (V) YOUR RELIANCE UPON OR USE OF THE CONTENT OR THE COLLECTIVE WORK, OR (VI) ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH OUR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF OUR SERVICES, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE AND/OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE WEBSITE SERVICE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE WEBSITE SERVICE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE WEBSITE SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE WEBSITE SERVICE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL WE BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND THEIR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS OR NON-PERFORMANCE OF THIRD PARTIES.

OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, SHAREHOLDERS, REPRESENTATIVES, AND AGENTS ARISING OUT OF THE TERMS SHALL NOT EXCEED $100.

YOU SPECIFICALLY ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR USER GENERATED CONTENT OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM SUCH USER GENERATED CONTENT AND THIRD-PARTY CONDUCT RESTS ENTIRELY WITH YOU.

YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

IN THE EVENT THAT ANY LIMITATION ON THE PERIOD OF TIME FOR BRINGING AN ACTION, CLAIM, DISPUTE OR PROCEEDING AGAINST US, LOCATED IN THIS "LIMITATIONS ON OUR LIABILITY" SECTION, IS DETERMINED OR HELD TO BE INAPPLICABLE OR UNENFORCEABLE BY ANY COURT, ARBITRATION PANEL OR OTHER TRIBUNAL, THEN THE STATUTE OF LIMITATIONS FOR THE STATE OF CALIFORNIA SHALL APPLY TO ANY SUCH ACTION, CLAIM, DISPUTE OR PROCEEDING REFERRED TO FINAL OR BINDING ARBITRATION.

Indemnity

You agree that you will be personally responsible for your use of the Service, and you agree to defend, indemnify and hold harmless AdventureAlly and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with (i) your access to, use of or alleged use of the Service; (ii) your violation of the Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

Our Remedies

You acknowledge that we may be irreparably damaged if the Terms is not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of the Terms by you, we shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of the Terms.  For purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach shall be brought in the courts of record of California, or a United States District Court for California. You consent to the jurisdiction of such court and waive any objection to the venue of any such action or proceeding in such court.

Dispute Resolution

For any dispute you have with AdventureAlly, you agree to first contact us through the Website and attempt to resolve the dispute with us informally. If AdventureAlly has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy as follows: You and we agree that any claim or dispute at law or equity between us relating in any way to, or arising out of this or previous versions of the Terms, including your use of, or access to, the Services will be resolved in accordance with the provisions set forth in this Dispute Resolution section. This section affects your rights and will have a substantial impact on how claims may be settled, so please read it carefully.

The laws of the State of California, without regard to principles of conflict of laws, will exclusively govern the Terms and any claim or dispute that has arisen or may arise between you and us.

Any disputes arising between you and AdventureAlly shall be resolved exclusively through final and binding arbitration, rather than in court. Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of the Terms as a court would. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of the Terms to Arbitrate, any part of it, or of the Terms including, but not limited to, any claim that all or any part of the Agreement to Arbitrate or the Terms is void or voidable. The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by the Terms to Arbitrate. The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the state of California. You and we agree to submit to the personal jurisdiction of the courts located within California for the purpose of litigating all such claims or disputes. You also agree that our Services shall be deemed solely based in the State of California and the United States.

Law Enforcement

AdventureAlly is committed to cooperating with law enforcement while respecting each individual’s right to privacy. If AdventureAlly receives a request for user account information from a government agency investigating criminal activity, we will review the request to be certain that it satisfies all legal requirements before releasing information to the requesting agency.

Furthermore, under 18 U.S.C. §§ 2702(b)(8) and 2702(c)(4) (Voluntary Disclosure Of Customer Communications or Records), AdventureAlly may disclose user account information to law enforcement, without a subpoena, court order, or search warrant, in response to a valid emergency when we believe that doing so is necessary to prevent death or serious physical harm to someone. AdventureAlly will not release more information than it prudently believes is necessary to prevent harm in an emergency situation.

Miscellaneous


If any portion of the Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, the Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of the Terms that is unlawful, void or unenforceable shall be stricken from the Terms. Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

All covenants, agreements, representations and warranties made in the Terms, as may be amended by us, from time to time, shall survive your acceptance of the Terms and the termination of the Terms.

The Terms, Customer Refund and Cancellation Policy, and the Privacy Policy represent the entire understanding and agreement between you and us regarding the subject matter of the same, and supersede all other previous agreements, understandings and/or representations regarding the same.

ADVENTUREALLY

PAYMENT AND CUSTOMER REFUND POLICY

If you experience a travel issue that prevents you from being able to complete an Activity with AdventureAlly, and you’re unable to resolve with your Guide, our Customer Refund Policy may be applied in certain circumstances.

Eligible travel issues

Situations that may be eligible for a refund under this policy fall into one of three categories:
  • The Guide cancels a reservation 24 hours or less before the scheduled start of the Activity, or fails to provide the Customer with the reasonable ability to join the Activity
  • The Activity booked is misrepresented.
  • The Activity is unsafe.

AdventureAlly will provide you with a refund if, in our sole discretion, we determine that you meet one or more of the above criteria.

Submit a valid claim for refund

To submit a valid claim for your reservation, you are required to:
  • Contact us within 24 hours of check-in to document the issue and place a hold on the guide’s payment. You must include photographs or other evidence of the issue as part of your claim.
  • Be responsive to our requests for additional information and cooperation.
  • Not have directly or indirectly caused the travel issue.
  • Have used reasonable efforts to remedy the circumstances of the travel issue with the Guide prior to making a claim, including messaging the Guide on AdventureAlly to notify them of the issue. We will verify this in your account.

Payments Booking/Reservation process

Customer can make an "instant booking" for times pre-approved by a Guide. Payment will be collected immediately.

Customer can send a booking request to a Guide. The Guide will have 48 hours to accept the booking. Payment will be collected once guide approves. If the Guide is unable to confirm the booking any amount collected will be refunded to the Customer's payment method and any pre- authorizations will be released. Payment Methods: Customers may pay by credit card, debit card, or PayPal. Payout Methods: Guides may receive payment by PayPal, direct deposit, Google Wallet, prepaid card, or debit card.

Financial Terms for Guides regarding Bookings

Barring unforeseen technical errors, payments will be released to Guide within 48 hours of the booked time for each Activity booked. The time it takes for Guide to receive payouts may vary depend upon the Payout Method chosen by the guide. Some Payout Methods involve the use of third-party payment processors, who may impose their own additional charges for the use of their services by deducting their charges from the payout amount. Further, we will not be liable for any delays caused by third-party payment processors.

If you owe or agree to pay any amount to AdventureAlly (whether as a result of your bookings or actions as a Customer or otherwise), then AdventureAlly may (but is not obliged to) withhold the amount owing to AdventureAlly from any payout amounts due to you as a Guide, and use the withheld amount to setoff the amount owed by you to AdventureAlly. If AdventureAlly does so, then your obligation to pay AdventureAlly will be extinguished to the extent of the amount withheld by AdventureAlly, and AdventureAlly will cease to owe to you any obligations (including, but not limited to, any obligation to pay you) with respect to the amount withheld. In addition to the amount due, if your account is delinquent or you otherwise have chargebacks on your account, you may be charged fees that are incidental to our collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees, or other third party charges. You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to AdventureAlly by you. Such communication may be made by AdventureAlly or by anyone on their behalf, including but not limited to a third party collection agent.

AdventureAlly’s obligation to pay the Guide is subject to and conditional upon (i) successful receipt of the associated payments from Customers and (ii) compliance with the Agreement in all respects. AdventureAlly does not guarantee payments to Guides for amounts that have not been successfully received by AdventureAlly from Customers.

Financial Terms for Customers regarding Bookings

As a customer, you acknowledge and agree that, notwithstanding the fact that AdventureAlly is not a party to the agreement between you and any Guide, AdventureAlly will act to facilitate payment between you and the Guide. Upon your payment of any fees to AdventureAlly, your payment obligation to the Guide for the Activity Fees is extinguished, and AdventureAlly will remit payment to the Guide.

You agree that AdventureAlly may charge your payment method the fees for any activity booking made through your AdventureAlly account. You further agree that AdventureAlly, on behalf of the Guide, reserves the right, in its sole discretion, to (i) obtain a pre-authorization via your Payment Method for the fees or (ii) charge your Payment Method a nominal amount, not to exceed one dollar ($1), or a similar sum in the currency in which you are transacting, to verify your Payment Method.

In the event of a refund or cancellation pursuant to the terms outlined in this Agreement, any amounts collected by AdventureAlly will be refunded to your payment method as a Customer.

If the Company cannot successfully collect any of the amounts you owe for any Activities booked through AdventureAlly, the Company may engage in collection efforts to recover such amounts from you. You hereby explicitly agree that all communication in relation to amounts owed will be made by electronic mail or by phone, as provided to AdventureAlly by you. Such communication may be made by AdventureAlly or by anyone on their behalf, including but not limited to a third party collection agent.

AdventureAlly is unable to control any fees that may be charged to a Customer by his or her bank or Payment Method related to AdventureAlly's collection of fees or processing of payments. You agree that the Company will not be held liable for any such fees. Whatever Payment Method you use may be subject to additional terms and conditions imposed by the applicable third-party service provider. You agree that you have read and agreed to such terms.

Cancellation and Refund terms

If, as a Customer, you cancel your requested booking before the requested booking is confirmed by a Guide, AdventureAlly will cancel any pre-authorization to your Payment Method and/or refund any nominal amounts charged to your Payment Method in connection with the requested booking within a commercially reasonable time. If, as a Customer, you wish to cancel a confirmed booking made via the Services, either prior to or after arriving at the agreed meeting place for the Activity, AdventureAlly will refund fees and any other amounts charged to you only as permitted under the Agreement.

If a Guide cancels a confirmed booking made via the Services, AdventureAlly will refund the total fees for such booking to the applicable Customer within a commercially reasonable time of the cancellation. If the Customer requests to book an alternative Activity and the Guide associated with such alternative Activity confirms the Customer’s requested booking, then AdventureAlly will collect the fees corresponding to that Activity, in accordance with the Agreement.

If, as a Guide, you cancel a confirmed booking, you agree that AdventureAlly may collect any cancellation fees imposed pursuant to the AdventureAlly Terms. Cancellation fees may be withheld from your future payouts or charged to the Payment Method on file in your AdventureAlly Account.

If AdventureAlly decides for any reason that it is necessary or desirable to cancel a confirmed booking made via the Services pursuant to the Agreement you agree that AdventureAlly and the relevant Customer or Guide will not have any liability for such cancellations or refunds.

If, as a Guide, your Customer cancels a confirmed Activity booking or AdventureAlly decides (in its sole discretion) that it is necessary to cancel a confirmed Activity booking, and AdventureAlly issues a refund to the Customer in accordance with the Agreement or other applicable cancellation policies, you agree that in the event you have already been paid, AdventureAlly shall be entitled to recover the amount of any such Customer refund from you, including by subtracting such refund amount out from any future fees due to you.

Cancellation Policies

As a Guide, you may select to offer Activities pursuant to one of the three below cancellation policies. By selecting a policy in the Service, you agree to be bound by the relevant terms below:
  1. Flexible: Full refund 1 day prior to booking, except fees
    • The AdventureAlly service fee is non-refundable.
    • If there is a complaint from either party, notice must be given to AdventureAlly within 24 hours of scheduled reservation.
    • AdventureAlly will mediate when necessary (in its sole discretion), and shall make a final, non-appealable decision as it relates to any dispute.
    • A reservation is officially canceled when the customer clicks the cancellation button on the reservations page, which they can find in Account > Reservations
    • Cancellation policies may be superseded by safety cancellations, or extenuating
    • circumstances. Please review these exceptions.
  2. Moderate: Full refund 5 days prior to booking, except fees
    • The AdventureAlly service fee is non-refundable.
    • If there is a complaint from either party, notice must be given to AdventureAlly within 24 hours of scheduled reservation.
    • AdventureAlly will mediate when necessary (in its sole discretion), and shall make a final, non-appealable decision as it relates to any dispute.
    • A reservation is officially canceled when the customer clicks the cancellation button on the reservations page, which they can find in Account > Reservations
    • Cancellation policies may be superseded by safety cancellations, or extenuating circumstances. Please review these exceptions.
  3. Strict: 50% refund up until 1 week prior to booking, except fees
    • The AdventureAlly service fee is non-refundable.
    • If there is a complaint from either party, notice must be given to AdventureAlly within 24 hours of scheduled reservation.
    • AdventureAlly will mediate when necessary, and has the final say in all disputes.
    • A reservation is officially canceled when the customer clicks the cancellation button on the reservations page, which they can find in Account > Reservations
    • Cancellation policies may be superseded by safety cancellations, or extenuating circumstances. Please review these exceptions.

Extenuating Circumstances for Customer Cancellations

In the rare instance where extenuating circumstances arise, a customer may need to cancel a confirmed reservation. In this instance, AdventureAlly may override the guide’s cancellation policy (flexible, moderate, strict) and make refund decisions in its sole and non-appealable discretion. Such cases will be contingent on proper documentation, where valid, and may include (but are not limited to):
  • A death in the Customer's family.
  • Serious illness affecting Customer or Customer's family.
  • Natural disaster in the destination country.
  • Political unrest in the destination country.

Extenuating Circumstances for Guide Cancellations

In the rare instance where extenuating circumstances arise, a guide may need to cancel a confirmed reservation. In such cases, we may elect to forgo the cancellation penalties outlined in our Agreement. Such cases will be contingent on proper documentation, where valid, and include:
    A death in the Guide's family.
  • Serious illness affecting Guide or Guide's family.
  • Natural disaster in the destination country.
  • Political unrest in the destination country.