PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
PROVIDERS AND RENTERS (AS DEFINED BELOW) SHOULD UNDERSTAND HOW THE LAWS WORK IN THEIR RESPECTIVE JURISDICTIONS AND ACCOUNT FOR LOCAL, REGIONAL, AND NATIONAL RULES, REGULATIONS, ORDINANCES AND LAWS GOVERNING THE SALE, RENTAL, AND USE OF ANY UNMANNED AERIAL VEHICLE, COMMONLY KNOWN AS A DRONE, AND ANY OTHER RELATED DEVICES, ACCESSORIES, TOOLS, COMPONENTS, OR FEATURES THEREOF (“EQUIPMENT”) AND SERVICES PERTAINING THERETO. BY WAY OF EXAMPLE ONLY, SOME JURISDICTIONS HAVE REGULATIONS THAT RESTRICT THE ABILITY TO OPERATE, SELL, OR RENT DRONES. THESE LAWS ARE OFTEN PART OF A JURISDICTION’S AIR SPACE OR ADMINISTRATIVE CODES. CERTAIN TYPES OF TRANSACTIONS INVOLVING DRONES MAY BE PROHIBITED ALTOGETHER. GOVERNMENTS VARY GREATLY IN HOW THEY ENFORCE THESE LAWS. PENALTIES MAY INCLUDE FINES OR OTHER PENALTIES. PROVIDERS AND RENTERS SHOULD REVIEW LOCAL LAWS BEFORE LISTING OR RENTING EQUIPMENT OR OFFERING OR PROVIDING SERVICES ON UP SONDER.
COMPLIANCE WITH LOCAL, REGIONAL, AND NATIONAL REGULATIONS IS SOLELY THE RESPONSIBILITY OF THE PROVIDERS AND RENTERS. UP SONDER, LLC MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PURPOSE, EFFECT, INTERPRETATION, MEANING, OR ENFORCEMENT OF ANY SUCH LOCAL, REGIONAL, OR NATIONAL RULE, REGULATION, ORDINANCE, OR LAW. UP SONDER, LLC ASSUMES NO LIABILITY WITH RESPECT TO PROVIDER AND RENTER COMPLIANCE WITH ANY SUCH REGULATIONS. UP SONDER IS SOLELY A SERVICE PROVIDER THAT CONNECTS DRONE OWNERS WITH THOSE DESIRING TO RENT THE EQUIPMENT OR THE SERVICES OF PROVIDERS, ACCORDINGLY UP SONDER MAKES NO REPRESENTATIONS REGARDING THE LEGALITIES OF DRONE OPERATION.
Last Updated: May 25, 2018
Up Sonder provides an online platform that connects owners of drones, unmanned aerial vehicles, or similar devices with persons seeking to rent such equipment and/or obtain services with respect to the operation of such equipment (hereinafter the “Platform”). The Platform may be accessible by website, mobile application, or other technology as designated by Up Sonder from time to time. By using or accessing the Platform, you acknowledge and agree to comply with and be legally bound by the terms and conditions of these Terms of Service ("Terms"), whether or not you become a registered user of the Platform. These Terms govern your access to and use of the Platform and constitute a binding legal agreement between you and Up Sonder.
If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
If you do not agree to these Terms, you have no right to and may not obtain information from or otherwise continue using the Platform. Failure to use the Platform in accordance with these Terms may subject you to civil penalties.
II. Acknowledgement and Disclaimer
UP SONDER MAKES AVAILABLE THE PLATFORM WHICH IS AN ONLINE MARKETPLACE WITH RELATED TECHNOLOGY FOR RENTERS AND PROVIDERS TO MEET ONLINE AND ARRANGE FOR BOOKINGS OF EQUIPMENT AND SERVICE DIRECTLY WITH EACH OTHER. UP SONDER IS NOT AN OWNER, OPERATOR, OR PROVIDER OF EQUIPMENT OR SERVICE. UP SONDER DOES NOT OWN, SELL, RESELL, FURNISH, PROVIDE, RENT, RE-RENT, MANAGE AND/OR CONTROL EQUIPMENT OR SERVICE. UNLESS EXPLICITLY SPECIFIED OTHERWISE IN THE PLATFORM AND SET FORTH IN THESE TERMS OF SERVICE, UP SONDER'S RESPONSIBILITIES ARE LIMITED TO: (I) FACILITATING THE AVAILABILITY OF THE PLATFORM AND (II) SERVING AS THE LIMITED PAYMENT COLLECTION AGENT OF EACH PROVIDER FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM RENTERS ON BEHALF OF THE PROVIDERS.
YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT UP SONDER IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN PROVIDERS AND RENTERS, NOR IS UP SONDER A BROKER, AGENT OR INSURER. UP SONDER HAS NO CONTROL OVER THE CONDUCT OF PROVIDERS, RENTERS AND OTHER USERS OF THE PLATFORM OR EQUIPMENT, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
NEITHER WE NOR ANY OF OUR THIRD PARTY LICENSORS OR SUPPLIERS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO ANY ASPECT OF THE PLATFORM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, OR ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE PLATFORM WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF HARMFUL COMPONENTS, THAT ANY CONTENT, FILES, DATA OR OTHER MATERIALS (INCLUDING BUT NOT LIMITED TO ANY MEMBER CONTENT) UPLOADED TO, DOWNLOADED FROM, OR STORED BY OR WITHIN THE PLATFORM WILL BE TIMELY, CURRENT OR SECURE, OR WILL NOT BE LOST, CORRUPTED OR OTHERWISE DAMAGED OR IMPAIRED, OR THAT WE WILL BE ABLE TO PREVENT DISRUPTION OF OR TO ANY OF THE PLATFORM OR THAT WE WILL CORRECT ANY DEFECTS.
IF YOU CHOOSE TO USE THE PLATFORM AND COMMUNICATE, CONNECT, AND OR MEET ANY OTHER PERSON OR MEMBER YOU DO SO AT YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS AND USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, ANY PROVIDERS OR RENTERS. YOU UNDERSTAND THAT UP SONDER DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM OR TO REVIEW ANY EQUIPMENT OR SERVICES. UP SONDER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, RENTERS AND PROVIDERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY UP SONDER. NOTWITHSTANDING UP SONDER'S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF THE PROVIDERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM RENTERS ON BEHALF OF THE PROVIDERS, UP SONDER EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY RENTER OR OTHER THIRD PARTY. YOU ACKNOWLEDGE AND AGREE THAT UP SONDER DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR CRIMINAL CHECKS (INCLUDING REGISTERED SEX OFFENDER CHECKS) ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, RENTERS AND PROVIDERS, BUT MAY CONDUCT SUCH BACKGROUND OR CRIMINAL CHECKS (INCLUDING REGISTERED SEX OFFENDER CHECKS) IN ITS SOLE DISCRETION.
THE PLATFORM IS INTENDED TO BE USED TO FACILITATE PROVIDERS AND RENTERS CONNECTING AND BOOKING EQUIPMENT AND SERVICE DIRECTLY WITH EACH OTHER. UP SONDER CANNOT AND DOES NOT CONTROL THE MEMBER CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY EQUIPMENT, CONDITION OF EQUIPMENT, OPERATION OF EQUIPMENT OR SERVICE. UP SONDER IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND EQUIPMENT AND SERVICE. ACCORDINGLY, ANY BOOKINGS WILL BE MADE OR ACCEPTED AT THE MEMBER'S OWN RISK. ANY USE OF THE EQUIPMENT WILL BE MADE OR ACCEPTED AT THE MEMBER’S OWN RISK.
III. Modification of Platform or Terms
Up Sonder reserves the right, at its sole discretion, to modify the Platform or to modify these Terms at any time and without prior notice. If we modify these Terms, we will either post the modification on the Platform or otherwise provide you with notice of the modification. Please also refer to the “Last Updated” date indicated at the beginning of these Terms. Through continued access or use of the Platform after Up Sonder has posted a modification thereon or has provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, you must discontinue use of the Platform.
IV. User Eligibility
The Platform is intended for persons who are 18 years of age or older. Any access to or use of the Platform by anyone under 18 is prohibited. By accessing or using the Platform you represent and warrant that you are 18 years of age or older.
V. Account Registration
You may view summary Listings as an unregistered visitor to the Platform; however, if you wish to view full Listings, book Equipment or Service or create a Listing, you must first register to create an Up Sonder Account as described in this section of the Terms.
A. Registration through the Platform
In order to access certain features of the Platform, and to book Equipment or Service or create a Listing, you must register to create an account ("Up Sonder Account") and become a Member. You may register directly via the Platform or as described in this section.
B. Registration by Third Party Provider
You can also register to join by logging into your account with certain third party social networking sites ("SNS") (including, but not limited to, Facebook; each such account, a "Third Party Account"), via the Platform, as described below. As part of the functionality of the Platform, you may link your Up Sonder Account with Third Party Accounts, by either: (i) providing your Third Party Account login information to Up Sonder through the Platform; or (ii) allowing Up Sonder to access your Third Party Account, as permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Up Sonder and/or grant Up Sonder access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Up Sonder to pay any fees or making Up Sonder subject to any usage limitations imposed by such third party service providers. By granting Up Sonder access to any Third Party Accounts, you understand that Up Sonder will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account ("SNS Content") so that it is available on and through the Platform via your Up Sonder Account and Up Sonder Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts will be available on and through your Up Sonder Account on the Platform.
Please note that if a Third Party Account or associated service becomes unavailable or Up Sonder's access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Platform. You have the ability to disable the connection between your Up Sonder Account and your Third Party Accounts, at any time, by accessing the "Settings" section of the Platform. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Up Sonder makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Up Sonder is not responsible for any SNS Content
C. Account and Profile
Your Up Sonder Account and your Up Sonder Account profile page will be created based upon the personal information you provide to us or that we obtain via an SNS as described above.
D. Limitation, Suspension, Termination, and Cancellation of Accounts
You may not have more than one (1) Up Sonder Account. You must and agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Up Sonder reserves the right to suspend or terminate your Up Sonder Account and your access to the Platform if you provide false or misleading information or otherwise violate these Terms. You are responsible for safeguarding your password and agree not to disclose your password to any third party. You have sole responsibility for any activities or actions under your Up Sonder Account, whether or not you have authorized such activities or actions. You are obligated to immediately notify Up Sonder of any unauthorized use of your Up Sonder Account.
Up Sonder may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your Up Sonder Account and/or deny you access to the Platform. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Up Sonder Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform, your Up Sonder Account, your Member Content, or receive assistance from Up Sonder Customer Service, (b) any pending or accepted future bookings as either Providers or Renters will be immediately terminated, (c) we may communicate to your Renters or Providers that a potential or confirmed booking has been cancelled, (d) as to Providers, we may refund your Renters in full for any and all confirmed Bookings, irrespective of preexisting cancellation policies, (e) as to Providers, we may contact your Renters to inform them about potential alternate Equipment or Services with other Providers that may be available on the Platform, and you will not be entitled to any compensation for reservations or bookings (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination of your Up Sonder Account. With respect to Renters, upon termination, deactivation, or suspension of your account, you are required to immediately return any and all Equipment to the rightful Provider of such equipment.
You may cancel your Up Sonder Account at any time via the "Cancel Account" or other similarly designated feature of the Platform or by sending us an email.
VI. Equipment and Service Listings
As a Provider, you may create Listings. To create a Listing, you will be asked a variety of questions about the Equipment or Service to be listed, including, but not limited to, type, size, functionality, location and availability of the Equipment or Service and pricing and related rules and financial terms. Listings will be made publicly available via the Platform. Other Members will be able to book your Equipment or Service via the Platform based upon the information provided in your Listing. You understand and agree that once a Renter requests a booking of your Equipment or Service, you may not request the Renters to pay a higher price than in the booking request.
You acknowledge and agree that you alone are responsible for the content of any and all Listings and Member Content you post. Accordingly, you represent and warrant that any Listing you post and the booking of, or a Renter's use of, any Equipment or Service in a Listing you post (i) will not violate these Terms, (ii) will not breach any agreements you have entered into with any third parties, (iii) will be in compliance with all applicable laws (such as FAA laws and laws governing bookings of drones and other Equipment), tax requirements, and rules and regulations that may apply to any Equipment or Service included in a Listing you post (including having all required permits, licenses and registrations), and (iv) will not conflict with the rights of third parties.
Up Sonder assumes no responsibility for a Member’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Up Sonder reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that Up Sonder, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform.
If you are a Provider, you understand and agree that Up Sonder does not act as an insurer or as your agent. If a Renter requests a booking of your Equipment or Service and uses your Equipment or Service, any agreement you enter into with such Renter is between only you and the Renter. Up Sonder is not a party to any transaction between a Provider and a Renter. Notwithstanding the foregoing, Up Sonder serves as the limited authorized payment collection agent of the Providers for the purpose of accepting, on behalf of the Providers, payments from Renters of such amounts stipulated by the Providers.
When you create a Listing, you may also choose to include certain requirements which must be met by the Members who are eligible to request a booking of your Equipment or Service, such as requiring Members to have a profile picture or be verified, in order to book your Equipment or Service. If you are a Provider, you acknowledge and agree that, as a Provider, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the exchange at your request or invitation, excluding the Renters (and the individuals the Renters invite to the exchange, if applicable).
Up Sonder recommends that Providers obtain appropriate insurance for their Equipment or Services. Please review any insurance policy that you may have for your Equipment or Service carefully, and in particular please 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 Renters invite to the exchange, if applicable) while at the exchange.
VII. No Endorsement
Up Sonder does not endorse any Member or any Equipment or Service. Any references on the Platform to a Member being "verified" or "connected" (or similar language) only indicate that the Member has completed a relevant verification process, and does not represent anything else, including without limitation, the truth or completeness of the information provided during the verification process. Any such description is not an endorsement, certification or guarantee by Up Sonder about any Member, including of the Member's identity and whether the Member is trustworthy, safe or suitable. We therefore recommend that you always exercise due diligence and care when deciding whether to book with a Provider or to accept a booking request from a Renter, or to have any other interaction with any other Member.
By using the Platform, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Up Sonder with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Platform regarding any bookings or Listings made by you. This limitation shall not apply to any claim by a Provider against Up Sonder regarding the remittance of payments received from a Renter by Up Sonder on behalf of a Provider, which instead shall be subject to the limitations described in the section below entitled "Limitation of Liability".
VIII. Financial Terms
A. Bookings and Financial Terms for Providers and Renters
The Provider alone, and not Up Sonder, is responsible for determining and setting the Up Sonder Fees for her or his Listing. The Provider may in her or his sole discretion decide to include in these amounts a security deposit, maintenance fee or any other fee permitted on the Up Sonder platform.
If you are a Provider and a booking is requested for your Equipment or Service via the Platform, you will be required to either confirm or reject the booking request within the applicable Booking Request Period; otherwise the booking request will automatically expire. When a booking is requested via the Platform, at our discretion we may share with you (i) the first and last name of the Renters who has requested the booking, (ii) a link to the Renter's Up Sonder Account profile page, (iii) if the Renter and Provider have both connected their Up Sonder accounts to SNS, the names of any members of an SNS with whom you are "friends" or associated on the SNS if such individuals are also "friends" or associated with the Renter on such SNS, and (iv) an indication of whether or not the Renter has provided other information to Up Sonder, such as a verified email address, connection to SNSs, or a government ID. If you are unable to confirm or decide to reject a booking request within the Booking Request Period, any amounts collected by Up Sonder for the requested booking will be refunded to the Renters. When a Provider confirms a booking requested by a Renter, Up Sonder may send you a confirmation message via the Platform or some other means.
Up Sonder will collect from the Renter the Total Fees at the time of booking confirmation (i.e. when the Provider confirms the booking request) and will initiate payment of the Equipment and/or Service Fees less the Provider Fees in respect of the Provider Fees to the Provider after 24 hours of when the Renter takes possession of the applicable Equipment or Service (except to the extent that a refund is due to the Renter). The time it takes for the Provider to receive payouts may depend upon the payout method chosen by the Provider. Some methods involve the use of third party payment processors, who may impose their own additional charges for the use of their services on the Provider, including by deducting their charges from the payout amount. The Provider shall not be entitled to in any respect any portion of the Renter Fees, which are solely collectable by Up Sonder.
B. Setoffs and Delinquent Payments
If you owe or agree to pay any amount to Up Sonder (whether as a result of your bookings or actions as a Renter or otherwise and whether or not such amount is yet due), then Up Sonder may (but is not obliged to) withhold the amount owed to Up Sonder from any payout amounts due to you as a Provider, and use the withheld amount to offset the amount owed by you to Up Sonder. If Up Sonder does so, then your obligation to pay Up Sonder will be extinguished to the extent of the amount withheld by Up Sonder, and Up Sonder 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 Up Sonder by you. Such communication may be made by Up Sonder or by anyone on its behalf, including but not limited to a third party collection agent.
C. Appointment of Up Sonder as Limited Payment Collection Agent for Providers
Each Provider hereby appoints Up Sonder as the Provider's limited payment collection agent solely for the purpose of accepting the Up Sonder Fees from Renters. Each Provider agrees that payment made by a Renter through Up Sonder, shall be considered the same as a payment made directly to the Provider, and the Provider will make the Equipment or Service available to the Renter in the agreed-upon manner as if the Provider has received the Up Sonder Fees.
Each Provider agrees that Up Sonder may, in accordance with the cancellation policy selected by the Provider and reflected in the relevant Listing, (i) permit the Renter to cancel the booking and (ii) refund (via Up Sonder) to the Renter that portion of the Up Sonder Fees specified in the applicable cancellation policy. Each Provider understands that Up Sonder accepts payments from Renters as the Provider's limited payment collection agent and that Up Sonder’s obligation to pay the Provider is subject to and conditional upon successful receipt of the associated payments from Renters. Up Sonder does not guarantee payments to Providers for amounts that have not been successfully received by Up Sonder from Renters. In accepting appointment as the limited authorized agent of the Provider, Up Sonder assumes no liability for any acts or omissions of the Provider.
Up Sonder does not currently charge fees for the creation of Listings. However, you as a Provider acknowledge and agree that Up Sonder reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Listings. Up Sonder will provide notice of any Listing fee collection via the Platform, prior to implementing such a Listing fee feature.
D. Bookings and Financial Terms for Renters
The Providers, not Up Sonder, are solely responsible for honoring any confirmed bookings and making available any Equipment or Service reserved through the Platform. If you, as a Renter, choose to enter into a transaction with a Provider for the booking of an Equipment or Service, you agree and understand that you will be required to enter into an agreement with the Provider and you agree to accept any terms, conditions, rules and restrictions associated with such Equipment or Service imposed by the Provider. You acknowledge and agree that you, and not Up Sonder, will be responsible for performing the obligations of any such agreements, that Up Sonder is not a party to such agreements, and that, with the exception of its payment obligations hereunder, Up Sonder disclaims all liability arising from or related to any such agreements.
You acknowledge and agree that, notwithstanding the fact that Up Sonder is not a party to the agreement between you and the Provider, Up Sonder acts as the Provider's payment collection agent for the limited purpose of accepting payments from you on behalf of the Provider. Upon your payment of the Total Fees to Up Sonder, your payment obligation to the Providers for the Up Sonder Fees is extinguished, and Up Sonder is responsible for remitting to the Provider the Up Sonder Fees less the Provider Fees in the manner described in these Terms. In the event that Up Sonder does not remit any such amounts as described in these Terms, such Provider will have recourse only against Up Sonder.
The Total Fees payable will be displayed to a Renter before the Renter sends a booking request to a Provider. As noted above, the Provider is required to either confirm or reject the booking request within the applicable Booking Request Period; otherwise, the requested booking will be automatically cancelled. If a requested booking is cancelled (i.e. not confirmed by the applicable Provider), any amounts collected by Up Sonder will be refunded to such Renter, depending on the selections the Renter makes via the Platform, and any pre-authorization of such Renter's credit card or other payment method will be released, if applicable.
You as a Renter agree to pay Up Sonder for the Total Fees for any booking requested in connection with your Up Sonder Account if such requested bookings are confirmed by the applicable Provider. In order to establish a booking pending the applicable Provider's confirmation of your requested booking, you understand and agree that Up Sonder, on behalf of the Provider, reserves the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card or other payment for the Total Fees or (ii) charge your credit card or other payment method a nominal amount, not to exceed one dollar ($1), or a similar sum in the currency in which you are transacting (e.g. one euro or one British pound), to verify your credit card or other payment method. As a general rule, Up Sonder will collect the Total Fees due once Up Sonder receives confirmation of your booking from the applicable Provider; if necessary, Total Fees may instead be collected at a later point. Up Sonder cannot control any fees that may be charged to a Renter by her or his bank, financial institution, or payment provided, related to Up Sonder's collection of the Total Fees, and Up Sonder disclaims all liability in this regard.
In connection with your requested booking, you will be asked to provide customary billing information such as name, billing address and credit card or other payment information either to Up Sonder or its third party payment processor(s). You agree to pay Up Sonder for any confirmed bookings made in connection with your Up Sonder Account in accordance with these Terms by one of the methods described on the Platform, e.g. by PayPal or credit card. You hereby authorize the collection of such amounts by charging the credit card or other payment method provided as part of requesting the booking, either directly by Up Sonder or indirectly, via a third party online payment processor or by one of the payment methods described on the Platform. You also authorize Up Sonder to charge your credit card or other payment method in the event of damage caused to Equipment as contemplated under "Damage to Equipment or Services" below and for Security Deposits, if applicable. If you are directed to Up Sonder third party payment processor(s), 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.
E. Security Deposits
Providers may choose to include security deposits in their Listings ("Security Deposits"). Each Listing will describe whether a Security Deposit is required for the applicable Equipment or Service. The amount of the Security Deposit shall be determined solely by the Provider, in the Provider’s discretion, to cover the costs associated with any potential repair or replacement of Equipment or any other potential or actual loss. Up Sonder bears no responsibility for determining the amount of a Security Deposit or the adequacy thereof in relation to the Provider’s Equipment or Service. If a Security Deposit is included in a Listing for a confirmed booking of any Equipment or Service, and a Provider makes a claim against such Security Deposit, Up Sonder will, in its capacity as the payment collection agent of the Provider, use its commercially reasonable efforts to charge the Renter's payment method in the amount of the Security Deposit, within a reasonable period of time after the Renter's return of the Equipment or completion of Service. Up Sonder will also use its commercially reasonable efforts to address Providers' requests and claims related to Security Deposits, but Up Sonder is not responsible for administering or accepting any claims by Providers related to Security Deposits, and disclaims any and all liability in this regard.
F. Explanation of Service Fees and Charges
In consideration for the use of Up Sonder's Platform, Up Sonder charges Service Fees. Up Sonder deducts the Provider Fees from the Equipment and Service Fees before remitting the balance to the Provider as described in these Terms. Renter Fees are, as noted above, included in the Total Fees.
Balances will be remitted by Up Sonder to Providers via direct deposit or other payment methods, as described on the Platform, in the Provider's currency of choice, depending upon the selections the Provider makes via the Platform. Amounts may be rounded up or down as described in the "Rounding” section below.
Provider and Renter Fees are non-refundable.
G. Cancellations and Refunds
If, as a Provider, you cancel a confirmed booking, you agree that Up Sonder may apply penalties or consequences to you or your Listing, including (i) publishing an automated review on your Listing indicating that a reservation was cancelled, (ii) keeping the calendar for your Listing unavailable or blocked for the dates of the cancelled booking, or (iii) imposing a cancellation fee (to be withheld from your future payouts or charged to the credit card on file in your Up Sonder Account). You will be notified of the situations in which a cancellation fee applies before you decide to cancel. In certain circumstances, Up Sonder may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed booking made via the Platform. Up Sonder may also determine, in its sole discretion, to refund to the Renter part or all of the amounts charged to the Renter in accordance with the Renter Refund Policy. You agree that Up Sonder and the relevant Renter or Provider will not have any liability for such cancellations or refunds. If, as a Provider, your Renter cancels a confirmed booking or Up Sonder decides that it is necessary to cancel a confirmed booking, and Up Sonder issues a refund to the Renter in accordance with the Renter Refund Policy or other applicable cancellation policies, you agree that in the event you have already been paid Up Sonder shall be entitled to recover the amount of any such Renter refund from you, including by subtracting such refund amount out from any future Up Sonder Fees due to you.
If, as a Renter, you cancel your requested booking before the requested booking is confirmed by a Provider, Up Sonder will cancel any pre-authorization to your credit card or other payment method and/or refund any nominal amounts charged to your credit card or other payment method in connection with the requested booking within a commercially reasonable time. If, as a Renter, you wish to cancel a confirmed booking made via the Platform, either prior to or after taking possession of the Equipment or Service, the cancellation policy of the Provider contained in the applicable Listing will apply to such cancellation. Our ability to refund the Up Sonder Fees and other amounts charged to you will depend upon the terms of the applicable cancellation policy. Details regarding refunds and cancellation policies are available via the Platform. The Renter Fee is non-refundable regardless of the cancellation policy selected by the Provider. If a Provider cancels a confirmed booking made via the Platform, (i) Up Sonder will refund the Total Fees for such booking to the applicable Renter within a commercially reasonable time of the cancellation and (ii) the Renter will receive an email or other communication from Up Sonder containing alternative Listings and other related information. If the Renter requests a booking from one of the alternative Listings and the Provider associated with such alternative Listing confirms the Renter's requested booking, then the Renter agrees to pay Up Sonder the Total Fees relating to the confirmed booking for the Equipment or Service in the alternative Listing, in accordance with these Terms. If a Provider cancelled a confirmed booking and you, as a Renter, have not received an email or other communication from Up Sonder, please contact Up Sonder.
UP SONDER IS NOT RESPONSIBLE FOR AND HAS NO CONTROL OVER WHETHER A PROVIDER OR RENTER CANCELS A BOOKING. UP SONDER EXPRESSLY DISCLAIMS ALL LIABILITY, WHETHER ACTUAL OR CONSEQUENTIAL, DERIVED FROM CANCELLATION OF BOOKING BY A PROVIDER OR RENTER.
Up Sonder, in its sole discretion, rounds up the amounts that are payable from or to Renters or Providers to a whole functional base unit in which the currency is denominated (e.g. dollar, euro or other supported currency).
I. Payment Processing Errors
Up Sonder will take reasonable action to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you.
YOU AS A PROVIDER UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR DETERMINING (I) YOUR APPLICABLE TAX REPORTING REQUIREMENTS, AND (II) THE TAXES THAT SHOULD BE INCLUDED, AND FOR INCLUDING TAXES TO BE COLLECTED OR OBLIGATIONS RELATING TO APPLICABLE TAXES IN LISTINGS. YOU UNDERSTAND AND ACKNOWLEDGE THAT APPROPRIATE GOVERNMENTAL AGENCIES, DEPARTMENTS OR AUTHORITIES WHERE YOUR EQUIPMENT OR SERVICE IS LOCATED MAY REQUIRE TAXES TO BE COLLECTED FROM RENTERS OR PROVIDERS ON THE AMOUNT PAID FOR THE RIGHT TO USE SAID EQUIPMENT OR SERVICES, AND TO BE REMITTED TO THE RELEVANT TAX AUTHORITY. HOWEVER, YOU ARE SOLELY RESPONSIBLE FOR REMITTING TO THE RELEVANT TAX AUTHORITY ANY TAXES INCLUDED OR RECEIVED BY YOU.
UP SONDER, IN ITS SOLE DISCRETION, MAY PROVIDE CERTAIN TAX FORMS TO PROVIDERS; HOWEVER, UP SONDER WILL DO SO AS A COURTESY ONLY. UP SONDER CANNOT AND DOES NOT OFFER TAX-RELATED ADVICE TO ANY MEMBERS. UP SONDER EXPRESSLY DISCLAIMS, TO THE EXTENT PERMITTED BY LAW, ANY LIABILITY OR RESPONSIBILITY FOR THE PAYMENT OR COLLECTION OF TAXES BY ANY MEMBER, PROVIDER, RENTER, OR PERSON USING OR ACCESSING THE PLATFORM.
X. Damage to Equipment or Service
As a Renter, you acknowledge and agree that you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you grant access to the Equipment or Services. As a Renter, you are solely responsible for repair, replacement, and other costs associated with any damage or loss to the Equipment occurring as a result of a Booking and/or your use of such Equipment.
UP SONDER BEARS NO RESPONSIBILITY OR LIABILITY FOR THE DAMAGE OR LOSS TO ANY EQUIPMENT WHETHER CAUSED DIRECTLY OR INDIRECTLY BY A PROVIDER, RENTER, OR ANY THIRD-PARTY PERSON OR ENTITY.
In the event that a Provider claims and provides sufficient evidence of damage, Up Sonder, in its sole discretion, reserves the right to charge the credit card or other payment method on file in the Renter’s Up Sonder Account, or otherwise collect payment from the Renter and pursue any avenues available to Up Sonder, including using Security Deposits, in situations in which you have been determined, in Up Sonder's sole discretion, to have damaged any Equipment. If we are unable to charge the credit card on file or otherwise collect payment from you, you agree to remit payment for any damage to the Equipment to the applicable Provider or to Up Sonder (if applicable).
Both Renters and Providers agree to cooperate with and assist Up Sonder in good faith, and to provide Up Sonder with information and take actions as may be reasonably requested by Up Sonder, in connection with any complaints or claims made by Members relating to Equipment or Services or with respect to any investigation undertaken by Up Sonder or a representative of Up Sonder regarding use or abuse of the Platform.
A. Up Sonder’s Damage Waiver
UP SONDER IS NOT AN INSURER OR INSURANCE BROKER. THE DAMAGE WAIVER FEE IS NOT INSURANCE.
Renters may pay the Damage Waiver Fee during check out. Renters who pay Up Sonder’s Damage Waiver Fee will receive a credit of up to $2,500 worth of losses toward total replacement or repair costs if any damage occurs during normal operation. Renters will be liable for damages beyond the $2,500 amount. Renters who choose to opt out of the Damage Waiver Fee will automatically have a $500 authorization hold placed on their credit card to cover any potential damage to the drone while in their possession. In addition, if the Renter opted out of the Damage Waiver Fee, they will be obligated to pay 100% of the replacement or repair costs and Up Sonder has the right to charge the Renter’s credit card up to the full value of the drone for any theft, loss, or damage. It is the responsibility of both Renter and Provider to inspect returned items upon pickup and return of the items. All claims for theft or loss must be reported to Up Sonder within 24 hours of the return date. Up Sonder requires an official copy of a police report verifying any theft.
Up Sonder strictly prohibits all transactions through US mail, FedEx, UPS or any other delivery service, with the exception of UberRUSH. Any transaction in violation of this prohibition will void Up Sonder’s Damage Waiver.
THE DAMAGE LIMITATIONS SET FORTH ABOVE ARE SUBJECT TO USERS COMPLIANCE WITH ALL OTHER TERMS AND OBLIGATIONS UNDER THESE TERMS OF SERVICE. FAILURE TO COMPLY WITH UP SONDER'S TERMS OF SERVICE, EVEN WITH THE PURCHASE OF THE UP SONDER DAMAGE WAIVER, MAY RESULT IN A RENTER’S FULL RESPONSIBILITY FOR DAMAGE AND NO WAIVER OF DAMAGE.
Users who purchase the protection plan must file a dispute with Up Sonder (email@example.com). Up Sonder will conduct an investigation into the dispute and come to a conclusion with regard to liability and amount of damage. Damage verified by Up Sonder of up to $2,500 will be waived for those who have paid for the Damage Wavier Fee.
Users authorize Up Sonder to conduct investigations on disputes filed by other Users. Up Sonder does not warrant that they will assist in User Disputes, however, Up Sonder reserves the right to assist with User Disputes.
B. Up Sonder’s Provider Guarantee
UP SONDER’s Company Guarantee to it's Providers is created by UP SONDER LLC. (hereinafter "we" or "UP SONDER") to build trust in the UP SONDER marketplace. UP SONDER agrees to provide replacement products for UP SONDER Providers if damage occurs accidentally under normal use to a Provider’s drone during a confirmed official booking through the UP SONDER marketplace by a third party within the period of validity.
If damage occurs accidentally to your product under normal use during an official booking through the UP SONDER marketplace by a third party, UP SONDER offers one new replacement unit or unit of equal value for free up to $2,500. The drone, gimbal, camera, battery and propellers are eligible for replacement.
UP SONDER’s Company Guarantee does not cover the following:
1) Modified accessories;
2) Abrasions and shell damage that do not affect the performance of the product;
3) Homemade or DIY model aircraft/UVA/UAS/drones;
4) Replacement requests for damage incurred outside the period of validity;
5) Technical enhancements or performance improvements;
6) Damage resulting from modifications that are not in accordance with manual recommendations, or the use of incompatible batteries and charger;
7) Damage resulting from the use of third-party accessories, batteries or software;
8) Damage caused by owner of the drone;
9) Damage caused by battery failure;
10) Claims submitted after 1 week from the date the Renter returned your drone, or after the next Renter receives your drone, whichever comes first.
UP SONDER’s Company Guarantee provides one replacement up to $2,500. If you claim for replacement of your product, UP SONDER shall be considered to have fully executed the UP SONDER’s Company Guarantee service. The UP SONDER’s Company Guarantee service will then be terminated.
After replacement, the original product becomes UP SONDER’s property and the replacement product is your property.
Ⅳ.Period of Validity of UP SONDER’s Company Guarantee
UP SONDER’s Company Guarantee is valid for 24 months from the time a Provider’s starting listing their drone on the UP SONDER marketplace.
1) If damage to your drone occurs during an official booking through the UP SONDER marketplace by a third party and you are within UP SONDER’s Company Guarantee coverage, create a ticket through “Report a Problem” in the logged-in portion of the site within the booking that was damaged for ONLINE SUPPORT.
2) File an accident report with the FAA, https://www.faa.gov/uas/report_accident/, and submit a copy to firstname.lastname@example.org
3) Send your product (including the drone, gimbal, propellers and battery) to 5482 Wilshire Blvd. Suite 125, Los Angeles CA 90036. If you do not send the required part(s), UP SONDER may require you to send it (them) again or decline your replacement request.
4) UP SONDER will send you the confirmation notification after it determines that the product is covered under UP SONDER’s Company Guarantee. After receipt of the notification has been confirmed, the replaced product will be shipped to you. Or you can choose for UP SONDER to pay the cost of repair to repair your product, not to exceed $2,500.
Ⅵ.Termination of UP SONDER’s Company Guarantee
UP SONDER’s Company Guarantee will be terminated without notice in the following situations:
1) The service has expired.
2) Your UP SONDER product was repaired by a non-official UP SONDER repair center.
3) UP SONDER’s Company Guarantee includes one replacement. If you claim for replacement of your product once, UP SONDER shall be considered to have fully executed the UP SONDER’s Company Guarantee service. The UP SONDER’s Company Guarantee service will then be terminated.
4) If the customer is found to have broken a UP SONDER’s Company Guarantee covered product on purpose, the service will be terminated automatically, and UP SONDER will not offer a refund. If a customer is found to be causing accidents for financial gain, UP SONDER reserves the right to take legal action.
There are no hidden charges for UP SONDER’s Company Guarantee. However, Provider is responsible for shipment cost to the company.
Ⅷ.Transfer of UP SONDER’s Company Guarantee
1) UP SONDER’s Company Guarantee cannot be transferred to another member.
Please do NOT send SD cards to UP SONDER. UP SONDER shall not be responsible for any damage or loss to the data or personal information stored or saved in your product.
XI. Use of Equipment Beyond Provider’s Consent
Renters agree that a confirmed booking is merely a license granted by the Provider to the Renter to use the Listing for the limited duration of the confirmed reservation and in accordance with the Renter's agreement with the Provider. Renters further agree to return the Equipment no later than the return time that the Provider specifies in the Listing or such other time as mutually agreed upon between the Provider and Renter.
If a Renter retains Equipment beyond the agreed upon return time without the Provider's consent, the Renter no longer has a license to use the Equipment and the Provider is entitled to have the Renter return Equipment immediately. In addition, Renters agree that the Provider can charge the Renter, for each 24 hour period that the Renter retains the Equipment without the Provider's consent, an additional daily fee of two times the highest daily Up Sonder Fees originally paid by the Renter, plus all applicable Service Fees and any costs and legal expenses incurred by the Provider to obtain a return of the Equipment from the Renter. Renters agree that Up Sonder, in its role as limited collection agent for the Provider, shall charge the Renter's credit card or other payment methods it has on file to collect these additional fees. In addition, Up Sonder may recover any costs and expenses it incurs in collecting fees by charging the Renter's credit card or other payment method on file.
XII. User Conduct
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Platform. In connection with your use of the Platform, you may not and you agree that you will not:
Up Sonder has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.
Up Sonder may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Up Sonder or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms and the Up Sonder Provider Guarantee, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Up Sonder, its users, or members of the public. You acknowledge that Up Sonder has no obligation to monitor your access to or use of the Platform or to review or edit any Member Content, but has the right to do so for the purpose of operating and improving the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Up Sonder reserves the right, at any time and without prior notice, to remove or disable access to any materials that Up Sonder, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform.
Up Sonder Nondiscrimination Policy – Drones for All
Up Sonder was created to take the world up by sharing a fascination of the sky through drones. Everyone should have this opportunity and we encourage a culture that does not discriminate against disability, race, color, religion, national or ethnic origin, sexual orientation, sex, marital status, gender identity and expression, age or any other characteristic protected under applicable federal or state law. Up Sonder expects all Up Sonder community members to abide by local laws and does not require Up Sonder community members to violate local laws or take actions that may subject them to legal liability. As a company Up Sonder believes our marketplace should welcome all who wish to take to the skies, no matter who they are, where they come from, how they worship, or whom they love. Bias, prejudice, racism, and hatred have no place in the Up Sonder community.
ACTION AGAINST DISCRIMINATION
Providers should make every effort to be welcoming to Renters of all backgrounds. Providers who demonstrate a pattern of discriminately rejecting Renters may be suspended from actively listing their drone or service on the Up Sonder marketplace. Such discrimination includes, but is not limited to, refusing to provide or approve Renters based on race, color, ethnicity, national origin, religion, sexual orientation, gender identity, or marital status. Any Provider or Renter found to have violated Up Sonder’s nondiscrimination policy may face action against their account up to and including restricting access to the Up Sonder marketplace or having their account deleted.
If a particular account, including listings, reviews and internal messaging, contains language contrary to the Up Sonder nondiscrimination policy, the Provider or Renter will be asked to remove the language and affirm her or his understanding and intent to comply with this policy and its underlying principles. If either Provider or Renter uses language demonstrating that her or his actions were motivated by factors prohibited by this policy, Up Sonder, in its discretion, will take steps to enforce this policy.
By accepting the Up Sonder nondiscrimination policy, you agree to abide by this policy and interact with everyone in the Up Sonder community—regardless of their race, religion, national origin, ethnicity, disability, sex, gender identity, sexual orientation, or age—with respect, and without judgment or bias, even when views may not reflect your personal beliefs.
XIII. Intellectual Property
A. General Intellectual Property Provisions
The Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Platform and Collective Content, including all associated intellectual property rights, are the exclusive property of Up Sonder and its licensors (hereinafter “Up Sonder Intellectual Property”). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform or Collective Content. All trademarks, trade names, and source identifiers of Up Sonder used on or in connection with the Platform are trademarks or registered trademarks of Up Sonder. Trademarks, trade names and any other source identifiers of third parties used on or in connection with the Platform are used for identification purposes only and may be the property of their respective owners.
Nothing in these Terms grants, transfers or conveys, nor may be construed or operate as a grant, transfer or conveyance to any Member or any other person of any right, title or interest in or to any of Up Sonder Intellectual Property therein, including but not limited to any trademark, trade name, service mark or other proprietary identifying symbols used by us from time to time on or in connection with the Platform, or any feature or functionality thereof. No Member or other person may use any of Up Sonder Intellectual Property without in each case first obtaining our prior written consent, which consent may be withheld in our sole and absolute discretion. All goodwill arising from or incident to any use of Up Sonder Intellectual Property shall inure exclusively to us or our third party licensors as applicable.
You agree you shall not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, business partners, licensors, licensees or transferees, any patent infringement or other Intellectual Property Rights infringement claim with respect to the Platform.
C. Notice of Infringement
Up Sonder respects intellectual property law and expects its users to do the same. It is Up Sonder's policy to terminate in appropriate circumstances the Up Sonder Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of intellectual property owners. Claims of trademarking, copyright, or patent infringement or any other alleged intellectual property violation should be sent to Up Sonder’s designated agent. Please review Up Sonder's Intellectual Property Policy for further information.
D. Software and Application License
To the extent made available by Up Sonder and subject to your compliance with these Terms, Up Sonder grants Members a limited non-exclusive, non-transferable license to download and install a copy of the Platform on each mobile device or computer that you own or control and execute such copy of the Platform solely for your own personal use.
E. Up Sonder Content and Member Content License
Up Sonder grants Members a limited, non-exclusive, non-transferable license, to (i) access and view any Up Sonder Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section. You agree not to use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise to Up Sonder Intellectual Property, except for the licenses and rights expressly granted in these Terms.
F. Member Content
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Platform, you hereby grant to Up Sonder a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Platform. Up Sonder does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Platform. Accordingly, you represent and warrant that (i) you either are the sole and exclusive owner of all Member Content that you make available through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Up Sonder the rights in such Member Content, as contemplated under these Terms, and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Up Sonder's use of the Member Content (or any portion thereof) on, through or by means of the Platform 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.
If you provide any suggested improvement(s) to the Platform or any feature or functionality thereof (each a “Suggestion” and collectively “Suggestions”) to Up Sonder, we will own all right, title and interest (including any Intellectual Property Rights) in and to any Suggestion even if the person making the Suggestion has designated the Suggestion as confidential or proprietary. Up Sonder shall be entitled to use and exploit any Suggestion without restriction. You must, and hereby do, irrevocably assign to Up Sonder all right, title and interest (including all Intellectual Property Rights) in and to all Suggestions (if any) and agree to provide us or our designees with any assistance we may or they may reasonably request or require from time to time to further document, perfect and maintain our rights in any Suggestion.
XIV. Third Party Websites, Applications, Links, and Resources
XV. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM, YOUR LISTING OR BOOKING OF ANY EQUIPMENT OR SERVICE VIA THE PLATFORM, THE RENTAL AND USE OF ANY EQUIPMENT OR SERVICE, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF UP SONDER, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER UP SONDER NOR ANY OF OUR AGENTS, REPRESENTATIVES, CONTRACTORS OR AFFILIATES, SHALL BE LIABLE TO ANY MEMBER, ANY PROVIDER, ANY RENTER, ANY USER, ANY GUESTS OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, FILES, DATA, CONTENT, MEMBER CONTENT, BUSINESS, OPPORTUNITIES, REVENUES, ANTICIPATED SAVINGS OR OTHERWISE (EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS IN CONNECTION WITH THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) ACCESS TO OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE SYSTEM OR ANY SERVICE OR ANY PART THEREOF, (II) THE PROVISION OF OR FAILURE TO PROVIDE, OR ANY INTERRUPTION OF, ANY SERVICE, (III) ANY INFORMATION, SOFTWARE, PRODUCT, SERVICE, DATA, FILE, CONTENT, (INCLUDING BUT NOT LIMITED TO MEMBER CONTENT) OR MATERIALS STORED ON, OBTAINED THROUGH, UPLOADED TO OR DOWNLOADED FROM THE SYSTEM OR ANY SERVICE, OR ANY DAMAGE TO OR CORRUPTION OR LOSS OF ANY OF THE FOREGOING, (IV) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR CONTENT (INCLUDING BUT NOT LIMITED TO MEMBER CONTENT), OR (V) ANY ACCESS TO OR USE OF, OR ANY INABILITY TO ACCESS OR USE, ANY MEMBER CONTENT OR OTHER CONTENT OR MATERIALS.
IN THE EVENT THAT NOTWITHSTANDING THE PROVISIONS OF THE FOREGOING PARAGRAPHS OF THIS SECTION, WE (OR ANY OF OUR AGENTS, REPRESENTATIVES, CONTRACTORS, AFFILIATES OR THIRD PARTY LICENSORS OR SUPPLIERS) ARE FOUND LIABLE TO MEMBER, ANY USER OR GUEST OR OTHERWISE FOR DAMAGES FROM ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, THE AGGREGATE AMOUNT OF ALL SUCH LIABILITY SHALL BE LIMITED TO AND SHALL NOT EXCEED THE UP SONDER FEES OR THE AMOUNT ACTUALLY PAID TO US BY MEMBER OR YOU (AS APPLICABLE) FOR AND WITH RESPECT TO THE PARTICULAR SERVICES THAT GIVE RISE TO SUCH CLAIM IN WHICH THE CAUSE OF ACTION ACCRUED.
THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree and must at all times indemnify, defend and hold Up Sonder and its third party suppliers or licensors, each of our and their business partners and each of our and their respective employees, officers, directors and representatives (each an “Indemnitee” and collectively the “Indemnitees”), harmless from and against any and all losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including attorneys’ fees and court costs) suffered or incurred by any of the Indemnitees as a result of any third party claim, action, suit, or proceeding arising out of or incident to (i) any Member or other person’s use of or access to the Platform in a manner not authorized by these Terms, or in violation of any applicable laws, (ii) Member Content including any claim involving infringement or misappropriation of third party rights or the use, development, design, manufacture, production, advertising, promotion or marketing of Member Content, (iii) any breach by Member or any other person of any term or condition of these Terms, including without limitation, any representation and warranty hereunder, or (iv) any act, omission or misconduct of Member or any other person using or accessing the Platform.
We will promptly notify you of any claim which we become aware of and which we believe to be subject to indemnification under this Section; provided that our failure to promptly notify you shall not affect your indemnification obligations hereunder except to the extent that our failure to promptly notify you materially prejudices your ability to defend the claim. At our option, you will have the right to defend against any such claim(s) with counsel of your own choosing (subject to a conflicts assessment), and to settle such claim as you deem appropriate, provided that you (nor any Person acting on your behalf) may enter into any settlement without Up Sonder’s prior written consent (which may be conditioned or withheld in our sole and absolute discretion) and provided that we may, at any time, elect to take over control of the defense and settlement of any claim.
XVII. Dispute Resolution
If you reside in the United States, you and Up Sonder agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Platform (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Up Sonder are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding. Further, unless both you and Up Sonder otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding.
B. Rules and Governing Law
This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. The AAA Rules are available at www.adr.org/arb_med. The Federal Arbitration Act will govern the interpretation and enforcement of this section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
D. Location and Procedure
Unless you and Up Sonder otherwise agree, the arbitration will be conducted in Los Angeles County, California, United States. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Up Sonder submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Notwithstanding the provisions of the "Modification" section above, if Up Sonder changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Up Sonder’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Up Sonder in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
XVIII. General Provisions
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Up Sonder (i) via email (in each case to the address that you provide) or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.\
B. Controlling Law and Jurisdiction
These Terms and your use of the Services will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in Los Angeles County, Los Angeles, California or a United States District Court, Central District of California located in Los Angeles, California for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision.
C. Waiver and Enforceability
The failure of Up Sonder to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Up Sonder. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
D. Third Party Beneficiary
These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third party beneficiaries of these Terms for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to these Terms.
E. Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Up Sonder and you regarding the Platform and any bookings or Listings of Equipment or Services made via the Platform, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Up Sonder and you regarding bookings or Listings of Equipment or Services, or the Platform.
These terms are neither assignable nor transferrable by you, by operation of law or otherwise, without Up Sonder's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Up Sonder may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Up Sonder, LLC (herein after “Up Sonder,” “we,” “us,” or “our”) provides an online platform that connects owners of drones, unmanned aerial vehicles, or similar devices with persons seeking to rent such equipment and/or obtain services with respect to the operation of such equipment (hereinafter the “Platform”). The Platform may be accessible by website, mobile application, or other technology as designated by Up Sonder from time to time.
Last Updated: May 25, 2018
I. What Information Do We Gather?
A. Information that You Give Us
We receive, store and process information, including Personal Information, that you make available to us when accessing or using our Platform and Services. Examples include when you (i) fill in any form on the Platform, such as when you register or update the details of your user account, or when you supply identification and other verification information, (ii) access or use the Platform, such as to search for or post Equipment or Service, make or accept Bookings, pay for Equipment or Service, post comments or reviews, or communicate with other users, (iii) link your account on a third party site (e.g. Facebook) to your Up Sonder Account, in which case we will obtain the Personal Information that you have provided to the third party site, to the extent allowed by your settings with the third party site and authorized by you, (iv) communicate with Up Sonder, and (v) share information with another Member.
B. Information We Get from Your Use of Our Platform
We also receive, store and process information, possibly including Personal Information, when you access or use our Platform.
When you use certain features of the Platform we may receive, store and process different types of information about your location, including general information (e.g. IP address, zip code) and more specific information (e.g. GPS-based functionality on mobile devices used to access the Platform or specific features of the platform). If you do not want your device to provide us with location-tracking information, you can disable the GPS or other location-tracking functions on your device, provided your device allows you to do this. See your device manufacturer’s instructions for further details.
We may also receive, store and process information that is automatically recorded by our servers whenever you access or use the Platform, regardless of whether you are registered with Up Sonder or logged in to your Up Sonder Account, such as your IP Address, the date and time you access or use the Platform, the hardware and software you are using, referring and exit pages and URLs, the number of clicks, event information, pages viewed and the order of those pages, and the amount of time spent on particular pages.
|Processes||Intended to make the Service work in the way you expect. For example, we use a Cookie that tells us whether you have already signed up for an account.|
|Preferences||Intended to remember information about how you prefer the Service to behave and look. For example, we use a Cookie that tells us whether you have declined to allow us to send text notifications to your phone.|
|Notifications||Intended to allow or prevent notices of information or options that we think could improve your use of the Service. For example, we use a Cookie that stops us from showing you the signup notification if you have already seen it.|
|Analytics||Intended to help us understand how visitors use the Service. For example, we use a Cookie that tells us how our search suggestions correlate to your interactions with the search page.|
Further information about cookies, including how to see what cookies have been set on your computer or mobile device and how to manage and delete them, visit www.allaboutcookies.org and www.youronlinechoices.com.uk.
We may, either directly or indirectly, also continue to track your behavior on our own Platform for purposes of our own customer support, analytics, research, product development, fraud prevention, risk assessment, regulatory compliance, investigation, as well as to enable you to use and access the Platform and pay for your activities on the Platform. We may also, either directly or through Third parties we engage to provide services to us, track your behavior on our own Platform to market and advertise our services to you on the Platform and third party websites.
II. How Do We Use Information that You Provide or Make Available?
We use, store and process information about you for the following general purposes:
We may review, scan, or analyze your communications with other users exchanged via the Platform for fraud prevention, risk assessment, regulatory compliance, investigation, product development, research and customer support purposes. For example, as part of our fraud prevention efforts, the Platform may scan and analyze messages to mask contact information and references to other websites. This helps to prevent fraudulent actors from asking Renters to send them money outside of the Platform, such as by bank transfer or other money transfer methods. We may also scan, review or analyze messages for research and product development purposes to help make searching, booking and user communications more efficient and effective, as well as to debug, improve and expand product offerings. By using the Platform, you consent that Up Sonder, in its sole discretion, may review, scan, analyze, and store your communications, whether done manually or through automated means.
III. When Do We Disclose or Share Your Personal Information, and to Whom?
Your Personal Information may be disclosed as follows:
IV. Your Rights and Securing Your Personal Information
We are continuously implementing and updating administrative, technical, and physical security measures to help protect your Personal Information against unauthorized access, destruction or alteration. However, no method of transmission over the Internet, and no method of storing electronic information, can be 100% secure. Accordingly, we cannot guarantee the security of your transmissions to us and of your Personal Information that we store. Your rights are as follows:
If you wish to exercise any of these rights, please contact us at email@example.com. In your request, please make clear: (i) what Personal Data is concerned; and (ii) which of the above rights you would like to enforce. For your protection, we may only implement requests with respect to the Personal Data associated with the particular email address that you use to send us your request, and we may need to verify your identity before implementing your request. We will try to comply with your request as soon as reasonably practicable and in any event, within one month of your request. Please note that we may need to retain certain information for recordkeeping purposes and/or to complete any transactions that you began prior to requesting such change or deletion.
V. Your Privacy When You Access Third Party Websites and Resources
VII. COPPA (Children Online Privacy Protection Act)
When it comes to the collection of personal information from children under 13, the Children's Online Privacy Protection Act (COPPA) puts parents in control. The Federal Trade Commission, the nation's consumer protection agency, enforces the COPPA Rule, which spells out what operators of websites and online services must do to protect children's privacy and safety online.
Up Sonder does not specifically market to children under 13 and, to be certain, as set forth in Up Sonder’s Terms of Service, the Platform is intended for use only by those over the age of 18.
VIII. Fair Information Practices
The Fair Information Practices Principles form the backbone of privacy law in the United States and the concepts they include have played a significant role in the development of data protection laws around the globe. Understanding the Fair Information Practice Principles and how they should be implemented is critical to comply with the various privacy laws that protect personal information.
In order to be in line with Fair Information Practices we exercise our best and reasonable efforts to notify all affected members within seven (7) days should a data breach occur.
IX. CAN-SPAM Act
The CAN-SPAM Act is a law that sets the rules for commercial email, establishes requirements for commercial messages, gives recipients the right to have emails stopped from being sent to them, and spells out tough penalties for violations. We collect your email address in order to:
To be in accordance with CAN-SPAM we agree to the following:
Intellectual Property Policy
Up Sonder, LLC (herein after “Up Sonder,” “we,” “us,” or “our”) provides an online platform that connects owners of drones, unmanned aerial vehicles, or similar devices with persons seeking to rent such equipment and/or obtain services with respect to the operation of such equipment (hereinafter the “Platform”). The Platform may be accessible by website, mobile application, or other technology as designated by Up Sonder from time to time.
Up Sonder respects the intellectual property rights of others and expects its users to do the same. It is Up Sonder’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the account or access of users who infringe or are repeatedly charged with infringing the intellectual property rights of others including copyrights, trademarks, trade secrets, and patents.
Up Sonder will respond expeditiously to claims of intellectual property infringement committed using the Up Sonder Platform that are adequately and timely reported to Up Sonder.
If you are an intellectual property owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged infringements taking place on or through the Platform by submitting a complete Notice of Alleged Infringement as described below and delivering it to Up Sonder. Upon receipt of the Notice as described below, Up Sonder will take whatever action, in its sole discretion, it deems appropriate, including removal of the alleged infringing content from the Platform.
Notice of Alleged Infringement
1.1.“Website” means Up Sonder Services or other Up Sonder websites.
1.2. “Work(s)” means the photographs, illustrations, images, videos, 3Dassets, templates, or other pictorial or graphic work that you license through any Websites.
2. Ownership. Except as expressly granted in the Terms, we and our licensors retain all rights, title and interest in and to the Work. No title or ownership interest in or to the Work is transferred to you by virtue of the Terms.
3. License to the Work and Specific Restrictions.
3.1. Standard License and Specific Restrictions.
(a) Standard License.Subject to your compliance with the Terms, if you have purchased a Standard License, then we grant you a non-exclusive, perpetual, worldwide, non-transferable (except pursuant to section 3.4(a)), non- sublicensable license to use, reproduce, archive, modify, and display the Work, in all media, for (i) advertising, marketing, promotional and decoration purposes; and (ii) personal and non-commercial uses; up to 500,000 times as further described in section 3.1(b)(i), (“Standard License”). For clarity, you may only distribute marketing or promotional materials, internal presentations, decorations for display in a commercial space owned by you, and digital productions that incorporate the Work, such as websites, mobile advertising, mobile applications, e-cards, e- publications (e-books, e-magazines, blogs, etc.).
(b) Standard License Specific Restrictions. In addition to the restrictions in section 4, the following restrictions apply to any Work under a Standard License:
(i) you may not, in the aggregate, (A) cause or allow a Work to be reproduced on more than 500,000 printed materials (including copies); and/or (B) incorporate a Work into a performance, broadcast, or digital production if the audience is expected to be greater than 500,000 viewers. This restriction does not apply to Works that are displayed on websites, social media sites, or mobile applications;
(ii) you may not incorporate a Work into merchandise intended for sale or distribution, unless (A) the Work has been modified to the extent that the modification is not substantially similar to the original Work and can qualify as an original work of authorship; or (B) the primary value of the item of merchandise does not lie with the Work itself. For clarification, producing an unmodified Work on a poster intended for resale or distribution is not permitted, as the primary value would lie in the Work itself;
(ii) you may not use, include, or incorporate the Work in any electronic template or design template application (e.g., a web design or presentation template, or templates for electronic greeting cards or business cards); and
(iv) you may not use, reproduce, distribute, or display the Work with a press release that includes the distribution of the stand-alone image file to the media.
3.2. Enhanced License and Specific Restrictions.
(a) Enhanced License.Subject to your compliance with the Terms, if you have purchased an Enhanced License, then we grant you the same rights under a Standard License, without limitation on the number of reproductions or audience size (“Enhanced License”).
(b) Enhanced License Specific Restrictions. In addition to the restrictions in section 4, the restrictions in sections 3.1(b)(ii), 3.1(b)(iii), and 3.1(b)(iv) apply to any Work under an Enhanced License.
3.3. Extended License and Specific Restrictions.
(a) Extended License.Subject to your compliance with the Terms, if you have purchased an Extended License, then we grant you the same rights under an Enhanced License, in addition to the right to use the Work for incorporation into merchandise and template files intended for sale or distribution; without limitation on the number of reproductions or audience size (“Extended License”). For clarity, you may use, reproduce, distribute, and display the Work in connection with:
(i) electronic templates and design template applications intended for resale or distribution, provided the recipient is only permitted to use or access the Work with the template;
(ii) any goods or services intended for resale or distribution, including, without limitation, mugs, t-shirts, posters, greeting cards, posters or other merchandise, and “print on demand” services; and
(iii) a press release, including distribution of the stand-alone image file to the media, if the Work: (A) is only published in connection with the press release, and (B) is not used or disseminated in any other manner.
(b) Extended License Specific Restrictions. The restrictions in section 4 apply to any Work under an Extended License.
3.4. Additional Rights. These additional rights are subject to the Terms and the restrictions in section 4.
(a) Employer or Client Use. You may purchase a license pursuant to the Terms on behalf of your employer or client, provided that you represent and warrant that you have the authority to bind your employer or client to the Terms. You may use a Work for the benefit of one of your clients, provided that you transfer your license to your client via an enforceable written agreement that includes terms no less restrictive than the Terms. You are solely responsible and liable for use of the Work by your employer or client. You must purchase additional licenses for the same Work if you intend to use the same Work for the benefit of other clients.
(b) Comp License. Subject to your compliance with the Terms, we grant you the right to use, reproduce, modify or display “comp” (i.e. composite) or preview versions of a Work solely for previewing how a Work may look in production for up to 90 days from the date of download (“Comp License”). Unless a license is purchased, you have no right to a production use of the Work or make the Work publicly available. We make no guarantee that any Work you download under a Comp License will be available for license thereafter.
4.1.General Restrictions. You must not:
(a) use the Work in any way that allows a third party to use, download, extract or access the Work as a stand-alone file;
(b) take any action in connection with the Work that infringes the intellectual property or other rights of any person or entity, such as the moral rights of the creator of the Work and the rights of any person who, or any person whose property, appears in the Work;
(c) incorporate the Work into a trademark, logo or service mark;
(d) use the Work in a pornographic, defamatory, or otherwise unlawful manner;
(e) use the Work in a way that depicts models and/or property in connection with a subject that a reasonable person could consider unflattering, immoral, or controversial, taking into account the nature of the Work, examples of which could include, without limitation, ads for tobacco; adult entertainment clubs or similar venues or services; endorsements of political parties or other opinion-based movements; or implying mental or physical impairment;
(f) use the Work in an editorial manner without the accompanying credit line or attribution, placed in a way that is reasonable to the applicable use, in this format: “Author Name / Up Sonder.com”, or as designated on the Website;
(g) remove, obscure or alter any proprietary notices associated with the Works; or
4.2. Editorial Use Restrictions. For Works designated as “editorial use only”, you may only use those Works (a) in a manner that maintains the editorial context and meaning of the Work; (b) in relation to events or topics that are newsworthy or of general interest to the public; and (c) in compliance with any additional third-party licensor restrictions displayed on the Website in the details panel of such Work. You must not (1) use these Works for any commercial (i.e., promotional, advertorial or merchandising) purpose; or (2) modify these Works, except for minor adjustments for technical quality or slight cropping or resizing. If you wish to use an editorial Work for a commercial purpose, you must (A) obtain a license directly from the copyright owner of the Work; and (B) secure additional permissions as necessary.
4.3. Employee and Contractor Use. Unless you are subject to section 4.3, you may not transfer the unmodified Work. However, you may transfer files containing the Work or permitted derivative works to employees or subcontractors, provided that such employees and subcontractors agree in an enforceable written agreement to abide by the restrictions in the Terms and only use the Work on your behalf. The employees and subcontractors have no additional rights to use the Work.
4.4. Sharing with Your Team. Team members using the Work licensed must all be from one legal entity. Each license for the Work may be used by up to 10 team members. You must obtain additional licenses to the Works if more than 10 team members will use the same Work or if you need licenses that cover other legal entities.
5. Payment and Subscription.
5.1. Payment. If you purchase a subscription plan, then you authorize us to charge you the subscription fee listed at the time of purchase. We will automatically renew your subscription unless you cancel before your subscription renews. We may suspend or terminate your subscription if we are unable to charge the applicable fees to your account. Subscription fee may change at renewal of your subscription. You are responsible for all charges incurred up to the time your account is deactivated or terminated. All fees are non-refundable, even if your subscription is terminated prior to its expiry date.
5.2. User Account.You may not transfer your subscription or allow others to use your subscription, even if they are your affiliates, colleagues, contractors, or employees. Only the authorized users may use the subscription. However, you may purchase additional licenses for more users to use the Work through the subscription. Upon request, you must provide a list of authorized users to us. All Works downloaded by the authorized users may only be used solely on your behalf. You and each authorized user are jointly and severally liable to us for compliance with the Terms.
5.3. Unused Downloads. We may allow the unused downloads to carry over to renewal terms up to a capped amount if you have renewed the subscription without letting it lapse and without repacking it with a lesser value subscription.
5.4. Overage. If you exceed the number of downloads allotted to your subscription plan, then we may charge any additional downloads at the then-current rate for such downloads using the payment information you provided to us at the time you purchased your subscription plan. The price for these additional downloads may be different than the price for downloads within the allotted amount in your subscription plan.
5.5. Stored Payment Information. We may require you to store your payment information with us solely for the purpose of purchasing additional Works or Services. If you make such additional purchases, then you authorize us to charge the applicable fees using your payment information. You can update your payment information at any time from your account page.
6. Your Indemnification Obligations.
6.1. Your Duty to Indemnify.You shall indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, or licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your use of the Work (except as indemnified under section 7), or your violation of the Terms, including the use of a Work designated as “editorial use only” for a commercial purpose without obtaining any necessary consents or permissions.
6.2. We have the right to control the defense of any claim, action or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any such claim, action or matter.
7. Our Indemnification Obligations.
7.1. Our Duty to Indemnify. Provided that the Works are used in accordance with the Terms, we will defend any third-party claim, action, or legal proceeding made against a person or entity (collectively, “Claim”) during the term of the Terms to the extent the Claim alleges that your use of the Indemnified Work pursuant to the Terms directly infringes the third party’s copyright, trademark, publicity rights, or privacy rights (“Infringement Claim”). “Indemnified Work” means any Work that you have downloaded and paid for. We will pay you the damages, losses, costs, expenses, or liabilities (collectively, “Losses”) directly attributable to an Infringement Claim and which are either finally awarded by a court of competent jurisdiction against you or agreed to in a written settlement agreement signed by us.
7.2. Conditions to Indemnification. We will have no liability for any Claim:
(a) that arises from:(i) any modification of the Indemnified Work,(ii) any combination of the Indemnified Work with any other works, (iii) any use of the Indemnified Work after we have instructed you to stop using the Indemnified Work, (iv) any use of Works designated as “editorial use only”, or (iv) the context in which you have used the Indemnified Work; or
(b) if you fail to: (i) notify us in writing of the Infringement Claim promptly upon the earlier of learning of or receiving a notice of it, to the extent we are prejudiced by this failure; (ii) provide us with reasonable assistance requested by us for the defense or settlement of the Infringement Claim; (iii) provide us with the exclusive right to control and the authority to settle the Infringement Claim; or (iv) refrain from making admissions about the Infringement Claim without our prior written consent.
7.3. Limitation of Liability. Notwithstanding anything to the contrary contained in the Terms or in any other agreement between you and us, irrespective of the number of times the Indemnified Work is downloaded or licensed, our total maximum aggregate liability with respect to any Indemnified Work will in no event exceed US$10,000 per Indemnified Work.
7.4. Sole and Exclusive Remedy. The foregoing states our entire liability and obligation, and your sole and exclusive remedy, with respect to any Indemnified Work or Infringement Claim.
8. Disclaimer. We are not responsible for the accuracy of the Work, including any related descriptions or keywords included with the Work, provided by our contributors.
9. Reservation. If we reasonably believe that a Work may be subject to a third-party claim or if a Work is otherwise in violation of the Terms, then we may instruct you to cease all use, reproduction, modification, display, distribution and possession of such Work, and you must promptly comply with such instructions. We may, at any time, (a) discontinue the licensing of any Work; and (b) deny the downloading of any Work. We reserve all rights not expressly granted in the Terms.
10. Termination. We may terminate these Additional Terms or your right to use a Work upon notice to you in the event of your breach of the Terms, in which case you must cease all use, reproduction, modification, display, distribution and possession of such Work.
11. Effect of Termination. If your subscription ends, or upon termination of these Additional Terms, then (a) you will forfeit all rights, title and interest in and to any and all unused downloads; and (b) any perpetual licenses granted will survive and you may continue to use the Work that you have downloaded and paid for, subject to your compliance with the Terms.