Neighbr Terms & conditions

Last updated: February 08, 2019

Hello, and welcome to Neighbr. Please read our Terms and Conditions of Use ("Terms") and Privacy Policy carefully because they affect your legal rights, including an agreement to resolve any disputes that may arise between us by arbitration on an individual basis instead of by class actions or jury trials. We hope you're sitting comfortably and listening to some great music.

Here we go…

Introduction

Thank you for using Neighbr!

These terms constitute a legally binding agreement (“Agreement”) between you and Neighbr governing your access to and use of the Neighbr website, including any subdomains thereof, and any other websites through which Neighbr makes it services available (collectively, “Site”), our mobile, tablet and other smart device applications, and application program interfaces (collectively, “Application”) and all associated services (collectively, “Neighbr Services”). The Site, Application and Neighbr Services together are hereinafter referred to as “Neighbr Platform”). Other policies applicable to your use of the Neighbr Platform are incorporated by reference into this Agreement.

When these Terms mention “Neighbr”, “we”, “us”, or “our”, it refers to Neighbr Holdings Limited.

Our collection and use of personal information in connection with your access to and use of the Neighbr Platform is described in our Privacy Policy.

Payment processing services (“Neighbr Payments”) for Members on the Neighbr Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to [this agreement / these terms / etc.] or continuing to operate as a Member on the Neighbr Platform, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Neighbr enabling payment processing services through Stripe, you agree to provide Neighbr accurate and complete information about you, and you authorize Neighbr to share it and transaction information related to your use of the payment processing services provided by Stripe.


Scope of Services

You must follow any policies made available to you within the Services.

The Neighbr Platform is an online marketplace that enables registered users (“Members”) to request items (“Request”) from certain third parties who offer products (Members and third parties who offer products are “Lenders”, and the products they offer are “Lender Items”). (Any Member who creates a request are “Borrowers”).

As the provider of the Neighbr Platform, Neighbr does not own, create, sell, resell, provide, control, manager, offer, deliver or supply any Lender Items. Lenders are responsible for their Lender Items.

While we may help facilitate the resolution of disputes, Neighbr has no controller over and does not guarantee the existence, quality, safety, suitability or legality of any Lender Item.

The Neighbr platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party-Services may be subject to different terms and conditions and privacy practices. Neighbr is not responsible or liable for the availability or accuracy of such Third-Party-Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party-Services are not an endorsement by Neighbr of such Third-Party-Services.

Neighbr is not responsible for outages or disruptions of the Internet and telecommunications infrastructure which are beyond our control and can lead to interruptions of the Neighbr Platform. Neighbr may, temporarily and under consideration of the Member’s legitimate interests, (e.g. by providing prior noticing), restrict the availability of the Neighbr Platform or certain areas or features therefore, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measure that ensure the proper or improved functions of the Neighbr Platform. Neighbr may improve, enhance and modify the Neighbr Platform from time to time. Neighbr will provide notice to Members of any changes to the Neighbr Platform, unless such changes are of minor nature or without material effect on the parties’ contractual obligations.


Eligibility

You must be at least 18 years old and able to enter into legally binding contracts to access and use the Neighbr Platform or register as a Member. By accessing or using the Neighbr Platform, you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.

You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that any Lender Items comply with laws in your local jurisdiction.

Neighbr does not assume any responsibility for confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposed, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your location jurisdiction (if available).

The access to use of specific areas and features of the Neighbr Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions before you can access the relevant areas or feature of the Neighbr Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Neighbr Platform, the latter terms and conditions will take precedence concerning your access to or use of that area or feature, unless otherwise specified otherwise in the latter terms and conditions.

If you access or download the Application from the Apple App Store, you agree to Apple’s License Application End User License Agreement. Some areas of the Neighbr Platform implement Google Maps mapping features, including the Google Maps API(s). Your use of Google Maps is subject to the Google Maps Additional Terms of Service.


Modification of These Terms

Neighbr reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Neighbr Platform and update the “Last Updated” date at the top of the terms. We will also provide you with notice of the modification by email at least thirty (30) days before the date they become effect. If you disagree with the revised terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Neighbr Platform will constitute acceptance of the revised Terms.


Account Registration

You must register an account (“Neighbr Account”) to access and use certain features of the Neighbr Platform, such as publishing or borrowing a Lender Item. If you are registering a Neighbr Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all the permissions and licenses provided in these Terms.

You can register a Neighbr Account using an email address and creating a password.

You must provide accurate, current and complete information during the registration process and keep your Neighbr Account and public Neighbr Account profile page information up-to-date at all times.

You may not register more than one (1) Neighbr Account unless Neighbr authorises you to do so. You may not assign or otherwise transfer your Neighbr Account to another party.

You are responsible for maintaining the confidentiality and security of your Neighbr Account credentials and may not disclose your credentials to any third party. You must immediately notify Neighbr if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorised use of your Neighbr Account. You are liable for any activities conducted through your Neighbr Account unless you do not authorise such activities and you are not otherwise negligent (such as failing to report the unauthorised use or loss of your credentials).


Content

Neighbr may enable Members to (i) create, upload, post, post, send, receive and store content, such as text, photos, audio, video or other materials and information on or through the Neighbr Platform (“Members Content”); and (ii) access and view Members content and any content that Neighbr itself makes available on or through the Neighbr Platform, including proprietary Neighbr content and any content licensed or authorised for use by or through Neighbr from a third part (“Neighbr Content” and together with Member Content, “Collective Content”).

The Neighbr Platform, Neighbr Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United Kingdom and other countries. You acknowledge and agree that the Neighbr Platform and Neighbr Content, including all associated intellectual properties rights, are the exclusive property of Neighbr and/or its licensors or authorising third-parties. You will not remove, alert or obscure any copyright, trademark, service mark or other property rights notices incorporated in or accompanying the Neighbr Platform, Neighbr Content or Member Content. All trademarks, service marks, logos, trade names and any other propriety designations of third parties used on or in connection with the Neighbr Platform, Neighbr Content, and/or Collective Content are used for identification purposes only and may be the properties of their respective owners.

You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Neighbr Platform or Collective Content, except to the extent you are the legal owner of specific Member Content or as expressly permitted in these Terms. No license or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Neighbr or its licensors, except for the licenses and rights expressly issued in these Terms.

Subject to your compliance with these Terms, Neighbr grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Neighbr Platform and accessible to you, solely for your personal and non-commercial use.

By uploading, posting or otherwise making available any Member Content on or through the Neighbr Platform, you grant to Neighbr a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the Neighbr Platform, in any media or platform. Insofar as Member Content (including Verified Images) includes personal information, such Member Content will only be used for these purposes if such use complies with applicable data protection laws under our Privacy Policy. Unless you provide specific consent, Neighbr does not claim any ownership rights in any Member Content, and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.

You are solely responsible for all Member Content that you make available on or through the Neighbr Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the Neighbr Platform or you have all rights, licenses, consents and releases that are necessary to grant to Neighbr the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Neighbr's use of the Member Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libellous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates Neighbr’s Content Policy or any different Neighbr policy. Neighbr may remove or disable access to any Member Content that violates applicable law, these Terms or Neighbr’s then-current Policies or Standards, or otherwise may be harmful or objectionable to Neighbr, its Members, third parties, or property. Where Neighbr removes or disables Member Content, Neighbr will notify a Member and provide the reasons for such a measure, unless such notification would (i) prevent or impede the detection or prevention of fraud or other illegal activities, (ii) harm the legitimate interests of other Members or third parties, or (ii) contravene applicable laws. You may appeal such a decision by contacting customer service.


Service Fees

Neighbr may charge fees to Lenders (“Lender Fees”), Borrower (“Borrower Fees”) and/or Members, (collectively, “Service Fees”) in consideration for the use of the Neighbr Platform.

Any applicable Service fees (including any applicable Taxes) will be displayed to a Lender or Member prior to publishing or requesting a Lender Item. Neighbr reserves the right to change the Service Fees at any time and will provide Members adequate notice of any fees changes before they become effective. Such fee changes will not affect any Request made before the effective date of the fee change.

You are responsible for paying any Service Fees that you owe Neighbr. The applicable Service Fees (including any applicable Taxes) are collected by Neighbr Payments. Neighbr Payments will deduct any Lender Fees before remitting the pay-out to the Host. Except as otherwise provided on the Neighbr Platform, Service Fees are non-refundable.


Terms Specific for Lenders

When creating a Lender Item through the Neighbr Platform you must (i) provide complete and accurate information about your Lender Item, (ii) provide any other pertinent information requested by Neighbr. You are responsible for keeping your Lender Item information up-to-date at all times.

Once you accept a request, you may not request that the Member pays a higher price than in the Request.

When you accept a Request by a Member, you are entering into a legally binding agreement with the Member and are required to provide your Lender Item to the Member as described in the accepted Request. You also agree to pay the applicable Lender Fees or any applicable Taxes.

Neighbr recommends that Lenders obtain appropriate insurance for their Lender Items. Please review any respective insurance policy carefully, and ensure you are familiar with and understand any exclusion to, and any deductible 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 Members while using your Lender Item.

Any Lender Item you post shall (i) not breach any agreement you have entered into with any third parties or other agreement, and (ii) comply with all applicable laws, Tax requirements, and different rules and regulations (including having all required permits, licenses and registrations).

If, as a Lender, your Borrower cancels a confirmed Request or Neighbr decides that it is necessary to cancel a confirmed booking, and Neighbr issues a refund to the Borrower, you agree that in the event you have already been paid, Neighbr Payments will be entitled to recover the amount of any such refund from you, including by subtracting such refund amount out from any future Payouts due to you.


Damage/Theft of Lender Items, Disputes between Members

As a Borrower, you are responsible for returning the Lender Item in the condition it was in when you collected it. You are responsible for your acts and omissions and are also responsible for the acts and omissions of any individuals whom you provide access to the Lender Item, excluding the Lender (and the individuals the Lender provides access to the Lender Item, if applicable). We advise that you ensure the item has not been damaged before you mark the collection as complete. If the item has been damaged, cancel the Request and contact support.

If a Lender claims and provides evidence that you as a Lender have damaged or stolen a Lender Item, the Lender can seek payment from you through the Resolution Center for repair or replacement of the Lender Item. If a Lender escalates a Claim to Neighbr, you will be given an opportunity to respond. If you agree to pay the Lender, or Neighbr determines in its sole discretion that you are responsible for the Claim, Neighbr Payments will collect any such sums from you to cover the Claim.

Members agree to cooperate with and assist Neighbr in good faith and to provide Neighbr with such information and take such actions as may be reasonably requested by Neighbr, in connection with any Damage Claims or other complaints or claims made by Members. A Member shall, upon Neighbr's reasonable request and at no cost to the Member, participate in mediation or a similar resolution process with another Member, which process will be conducted by Neighbr or a third party selected by Neighbr or its insurer, with respect to losses for which a Member is requesting payment from Neighbr.


Taxes

As a Lender you are solely responsible for determining your obligations to report, collect, remit any applicable VAT or other indirect sales taxes, or income taxes ("Taxes").

Tax regulations may require us to collect appropriate Tax information from Lenders or to withhold Taxes from payouts to Lenders, or both. If a Lender fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.

You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where your Lender Item is located may require Taxes to be collected from Borrowers or Lenders on Lender Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Lender Fees set by Lenders, a set amount per day, or other variations.


Prohibited Activities

You are solely responsible for compliance with all laws, rules, regulations, and Tax obligations that may apply to your use of the Neighbr Platform. In connection with your use of the Neighbr platform, you will not and will not assist or enable others to: • Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards. • Use the Neighbr Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Neighbr endorsement, partnership or otherwise misleads others to your affiliation with Neighbr. • Copy, store, or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Neighbr Platform in any way that is inconsistent with Neighbr’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Members or third parties. • Use the Neighbr Platform in connection with the distribution of unsolicited commercial messages (“spam”). • Offer, as a Lender, any Lender Item that you do not yourself own or have permission to make available through the Neighbr Platform. • As a Borrower, request any Lender Item that you will not be using yourself. • Contact another Member for any purpose other than asking questions related to your Request. • Request, accept or make any payment for Service Fees outside of the Neighbr Platform or Neighbr Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (ii) hold Neighbr harmless from any liability for such payment. • Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medication, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behaviour. • Use, display, mirror or frame the Neighbr Platform or Collective Content, or any individual element within the Neighbr Platform, Neighbr’s name, any Neighbr trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Neighbr Platform, without Neighbr’s express written consent • Dilute, tarnish or otherwise harm the Neighbr brand in any way, including through unauthorised use of Collective Content, registration and/or using Neighbr or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domain names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Neighbr domains, trademarks, taglines, promotional campaigns or Collective Content. • Use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Neighbr Platform for any purpose. • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Neighbr Platform. • Take any action that damages or adversely affect, or could damage or adversely affect the performance or proper functioning of the Neighbr Platform. • Violate or infringe anyone else’s rights or otherwise cause harm to anyone.

You acknowledge that Neighbr has no obligation to monitor the access to or use of the Neighbr Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the Neighbr Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Neighbr in good faith, and to provide Neighbr with such information and take such actions as may be reasonably requested by Neighbr concerning any investigation undertaken by Neighbr or a representative of Neighbr regarding the use or abuse of the Neighbr Platform.

If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behaviour, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Neighbr by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).


Terms, Terminations and Suspension

This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Neighbr terminate the Agreement per this provision.

You may terminate this Agreement at any time by sending us an email. If you cancel your Neighbr Account as a Lender, any confirmed requests(s) will be automatically cancelled, and your Lenders will receive a full refund. If you cancel your Neighbr Account as a Lender, any confirmed booking(s) will be automatically cancelled, and any refund will depend upon the terms of the Listing’s cancellation policy.

Unless your Country of Residence is the United States, without limiting our rights specified below, Neighbr may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.

Neighbr may immediately, without notice, terminate this Agreement and/or stop providing access to the Neighbr Platform if (i) you have materially breached your obligations under these Terms, the Payments Terms, our Policies or Standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Neighbr believes in good faith that such action is reasonably necessary to protect the personal safety or property of Neighbr, its Members, or third parties (for example in the case of fraudulent behaviour of a Member).

In addition, Neighbr may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Terms, our Policies or Standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Neighbr Account registration, Listing process or thereafter, (iv) you and/or your Listings or Lender Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Neighbr otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason, or (vii) Neighbr believes in good faith that such action is reasonably necessary to protect the personal safety or property of Neighbr, its Members, or third parties, or to prevent fraud or other illegal activity: • refuse to surface, delete or delay any Listings, Ratings, Reviews, or other Member Content; • cancel any pending or confirmed Requests; • limit your access to or use of the Neighbr Platform; • temporarily or permanently revoke any special status associated with your Neighbr Account; • temporarily or in case of severe or repeated offenses permanently suspend your Neighbr Account and stop providing access to the Neighbr Platform.

In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Neighbr and an opportunity to resolve the issue to Neighbr's reasonable satisfaction.

If we take any of the measures described above (i) we may refund your Lenders in full for any and all confirmed bookings that have been cancelled, irrespective of pre-existing cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed Requests that were cancelled.

When this Agreement has been terminated, you are not entitled to a restoration of your Neighbr Account or any of your Member Content. If your access to or use of the Neighbr Platform has been limited or your Neighbr Account has been suspended, or we have terminated this Agreement, you may not register a new Neighbr Account or access and use the Neighbr Platform through a Neighbr Account of another Member.

Unless you reside in Germany if you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.


Disclaimers

You choose to use the Neighbr Platform or Collective Content; you do so voluntarily and at your sole risk. The Neighbr Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.

You agree that you have had whatever opportunity you deem necessary to investigate the Neighbr Services, laws, rules, or regulations that may apply to your Listings and/or Host Services you are receiving and that you are not relying upon any statement of law or fact made by Neighbr relating to a Listing.

If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

You agree that some Lender Items may carry inherent risk, and by requesting or using such Lender Items, you choose to assume those risks voluntarily. For example, some Lender Items may carry the risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to request those Lender Items. You assume full responsibility for the choices you make before, during and after your interaction with a Lender Item. If you are bringing a minor as a to any interaction with a Lender Item, you are solely responsible for the supervision of that minor throughout the duration of your confirmed Request and to the maximum extent permitted by law, you agree to release and hold harmless Neighbr from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Request or in any way related to your Request.

The preceding disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.


Liability

Unless your Country of Residence is in the EU, you acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Neighbr Platform and Collective Content, your publishing or requesting of any Lender Item via the Neighbr Platform, your use of a Lender Item or any other interaction you have with other Members whether in person or online remains with you. Neither Neighbr nor any other party involved in creating, producing, or delivering the Neighbr Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Neighbr Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the Neighbr Platform, or (iv) from your publishing or requesting of a Lender Item, including the provision or use of a Lender Item, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Neighbr has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Lenders pursuant to these Terms, in no event will Neighbr’s aggregate liability arising out of or in connection with these Terms and your use of the Neighbr Platform including, but not limited to, from your publishing or requesting of any Lender Item via the Neighbr Platform, or from the use of or inability to use the Neighbr Platform or Collective Content and in connection with any Request, Lender Item or interactions with any other Members, exceed the amounts you have paid or owe for Requests via the Neighbr Platform as a Guest in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Host, the amounts paid by Neighbr to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Neighbr and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect Neighbr’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.

If your Country of Residence is in the EU, Neighbr is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors, or other vicarious agents. The same applies to the assumption of guarantees or any other strict liability, or in case of a culpable injury to life, limb, or health. Neighbr is liable for any negligent breaches of essential contractual obligations by us, our legal representatives, directors, or other vicarious agents. Essential contractual obligations are such duties of Neighbr in whose proper fulfilment you regularly trust and must trust for the proper execution of the contract but the amount shall be limited to the typically occurring foreseeable damage. Any additional liability of Neighbr is excluded.


Indemnification

You agree to release, defend (at Neighbr’s option), indemnify, and hold Neighbr and its affiliates and subsidiaries, including but not limited to, Neighbr Payments, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the Neighbr Platform or any Neighbr Services, (iii) your interaction with any Member, Request or Lender Item, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) Neighbr’s Collection and Remittance of Occupancy Taxes, or (v) your breach of any laws, regulations or third party rights.


Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Neighbr Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Neighbr Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.


General Provisions

Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Neighbr and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Neighbr and you in relation to the access to and use of the Neighbr Platform.

No joint venture, partnership, employment, or agency relationship exists between you and Neighbr as a result of this Agreement or your use of the Neighbr Platform.

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

Neighbr’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly outlined in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Neighbr's prior written consent. Neighbr may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by Neighbr via email, Neighbr Platform notification, or messaging service (including SMS and WeChat). If your Request is in respect of a Lender Item in Japan, you agree and acknowledge that such notifications via electronic means in lieu of a written statement, satisfies Neighbr’s obligations under Article 59 Paragraph 1 of the Japanese Housing Accommodation Business Act.

If you have any questions about these Terms, please email us.