NDR Terms & Conditions

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.

1 Terms of Service

NDR provides an online platform that connects Lenders who have property or items to rent with Renters seeking to rent such items collectively, the “Services”.  These Services are accessible at www.nextdoorrental.ca and any other websites through which NDR makes the Services available (collectively, the “Site”) and as Applications for mobile, tablet and other smart devices and “Application” program interfaces (collectively, the “Application”).

By using the Site, Application or Services, you 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 Services. These Terms govern your access to and use of the Site, Application and Services and all Collective Content (defined below), and your participation in the Referral Program (defined below), and constitute a binding legal agreement between you and NDR.

If you are using the Site, Application or Services you are contracting with NDR with respect to use of the NDR Site, Application or Services, and with NDR-Payments with respect to any payments or payouts from or to you conducted through the Site, Application or Services.

Please also read carefully our Privacy Policy.

In addition, certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different Terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional Terms and conditions. If there is a conflict between these Terms and Terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter Terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.

If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.

THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH LENDERS MAY CREATE LISTINGS FOR ITEMS AND RENTERS MAY LEARN ABOUT AND BOOK RENTALS DIRECTLY WITH THE LENDERS. YOU UNDERSTAND AND AGREE THAT NDR IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN LENDERS AND RENTERS, NOR IS NDR A RENTAL BROKER, AGENT OR INSURER. NDR HAS NO CONTROL OVER THE CONDUCT OF LENDERS, RENTERS AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY ITEMS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.  BY USING THIS SITE, YOU AGREE TO INDEMNIFY NDR, ITS DIRECTORS, EMPLOYEES AND OWNERS FROM ANY AND ALL LIABILITY.

IF YOU CHOOSE TO CREATE A LISTING ON NDR, YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH NDR IS LIMITED TO BEING A MEMBER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF NDR FOR ANY REASON, AND YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF NDR. NDR DOES NOT CONTROL, AND HAS NO RIGHT TO CONTROL, YOUR LISTING, YOUR OFFLINE ACTIVITIES ASSOCIATED WITH YOUR LISTING, OR ANY OTHER MATTERS RELATED TO ANY LISTING, THAT YOU PROVIDE. AS A MEMBER YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF NDR, INCLUDING BY INAPPROPRIATELY USING ANY NDR INTELLECTUAL PROPERTY.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICES (INCLUDING, IF/WHERE APPLICABLE, PROGRAMS SUCH AS THE LENDER PROTECTION INSURANCE PROGRAM, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT.

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.

2 Key Definition

“Adjusted Exchange Rate” means a rate for foreign currency conversion that is calculated by adding a mark-up to the Base Exchange Rate. This mark-up represents a charge imposed by NDR for its holding costs and foreign currency risks.

“Application” means the software used to apply the NDR Platform on a user’s device.

“Base Exchange Rate” means a system-wide rate used by NDR for foreign currency conversion that is in effect at the time the foreign currency conversion is processed, and does not include any fee or mark-up by NDR. NDR establishes the Base Exchange Rate using data from one or more third parties such as OANDA (http://www.oanda.com).

“Booking Currency” means the currency in which a Renter chooses to pay for his or her booking. At the time the Renter submits a booking request, the NDR platform will select the Booking Currency, based on the Renter‘s country of origin and the payment methods available for that country. NDR supports only a certain number of currencies as Booking Currencies. The Booking Currency for a booking may be different from the relevant Listing Currency.

“Collective Content” means Member Content and NDR Content.

“Contract” means the terms and conditions that the Renter and Lender have agreed to.  The contract consists of the Receipt and the terms and conditions listed in this document.  The Receipt is provided by the NDR platform based on the proposed terms that the Renter has given, and the Lender has accepted using the NDR platform.

“Contract Term” means the length of time beginning at the Start Date and Time and ending at the End Date and Time.

“Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.

“Daily Product Price” means the daily item price set by the Lender.

“Display Currency” means the currency in which users view Listing prices on the NDR platform. Renters may choose and change the Display Currency in order to view the pricing for a Listing in a number of different supported currencies.

“Incident Report” means the textual and visual evidence presented by a NDR platform user claiming one or more of the following issues: Harassment, Late Fees, Property Damage, Other.

“Item” means any product listing that a Lender has rightfully listed according to these terms in the NDR application. NDR uses “Equipment” and “Product” synonymously with “Item”.

“Item Fees” means the amounts that are due and payable by a Renter in exchange for that Renter‘s use of an Item. The Lender alone, and not NDR, is responsible for the Item Fees for his or her Listing. The Lender may in his or her sole discretion decide to include in these amounts (i) a cleaning fee or any other fee permitted on the NDR platform, or (ii) Taxes that the Lender determines that he or she must collect.

“Lender” means a Member who creates a Listing via the Site, Application and Services.

“Lender Fees” means the fee that NDR charges a Lender for the use of the Services, which is calculated as a percentage of the applicable Item Fees. The Lender Fees will be displayed to the Lender when the Lender is asked whether to confirm or reject a booking request from a prospective Renter.

“Listing” means an Item that is listed by a Lender as available for rental via the Site, Application, and Services.

“Listing Currency” means the currency in which a Listing‘s price is set. The Listing Currency is set by the Lender.

“Member” means a person who completes NDR’s account registration process, including but not limited to Lenders and Renters, as described under “Account Registration” below.  Anyone who logs in to the member’s account acts on behalf of the Member.  The entity that is registered for the account is responsible for all actions taken by anyone who logs into their account.

“Member Content” means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Listing, Member profile or NDR promotional campaign to be made available through the Site, Application or Services.

“NDR” means Next Door Rentals Inc, a Canadian limited company.

“NDR Content” means all Content that NDR makes available through the Site, Application, Services, or its related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Member Content.

“NDR-Payments” – means the payment gateway provider(s) that NDR uses.  This payment provider may change from time to time at NDR’s sole discretion.

“Payment Method” means a payment method that you have added to your NDR Account, such as a credit card, debit card or PayPal.

“Payout Currency” means the currency in which a Lender‘s payout will be paid to the Lender. The Payout Currency is set by the Lender and must be either the “Booking-Currency” or the “Listing-Currency”.

“Pickup Date” means the date and time (+/- 1 hour) that the product will be in the possession of the renter.

“Platform” means Next-Door Rental site, services, application, and collective content.

“POS System (Point of sale)” means a checkout point where a customer executes payment.

“Proposal” means all rental terms being proposed by the Renter. A Lender may decide whether to confirm or reject that proposal, as stated on the Site, Application or Services.

“Renter” means a Member who requests from a Lender an item from a Listing via the Site, Application or Services, or a Member who uses an Item and is not the Lender for the associated Listing.

“Renter Fees” means the fee that NDR charges a Renter for the use of the Services, which is calculated as a percentage of the applicable Item Fees. The Renter Fees will be displayed to the Renter when the Renter is asked whether to send a proposal to a Lender.

“Return Date” means the date and time (+/- 1 hour) that the product will be returned to the possession of the Lender.

“Service Fees” means the fee’s charged by NDR.

“Tax” or “Taxes” mean any sales Taxes, value added Taxes (VAT), goods and Services Taxes (GST), transient occupancy Taxes, tourist or other visitor Taxes, Item or lodging Taxes, fees (such as convention center fees) that Item providers may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income Taxes.

“Total Fees” means collectively the Item Fees and the Renter Fees plus any Taxes.

“User(s)” means anyone who is using the platform as a Member.  Both singular and plural forms apply.

3 How the Site, Application & Services Work

The Site, Application and Services can be used to facilitate the Listing and booking of Items for Rent. Such Items are included in Listings on the Site, Application and Services by Lenders.

When you first sign up, your account will be unverified and have limited access until we confirm your ID. You may view Listings, add products, and connect to your bank as an unverified user of the Site, Application and Services; however, your products will not be listed, and you are unable to meet person to person until you are verified.

As stated above, NDR makes available an online platform or marketplace with related technology for Lenders and Renters to meet online and arrange for bookings of Items directly with each other.

Unless explicitly specified otherwise in the NDR platform, NDR‘s responsibilities are limited to: (i) facilitating the availability of the Site, Application and Services and (ii) serving as the limited payment collection agent of each Lender for the purpose of accepting payments from Renters on behalf of the Lender.

PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE LENDERS AND RENTERS CONNECTING AND BOOKING ITEM RENTALS DIRECTLY WITH EACH OTHER. NDR CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY ITEMS. NDR IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND ITEMS. ACCORDINGLY, ANY BOOKINGS WILL BE MADE OR ACCEPTED AT THE MEMBER‘S OWN RISK.

4 Account Registration

In order to access certain features of the Site and Application, and to book an Item or create a Listing, you must register to create an account (“NDR Account”) and become a Member. You may register to join the Services directly via the Site or Application or as described in this section.

Your NDR Account and your NDR Account profile page will be created for your use of the Site and Application based upon the personal information you provide to us. You may not have more than one (1) active NDR Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. NDR reserves the right to suspend or terminate your NDR Account and your access to the Site, Application and Services if you create more than one (1) NDR Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service.

You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your NDR Account, whether or not you have authorized such activities or actions. You will immediately notify NDR of any unauthorized use of your NDR Account.

5 Item Listings

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.

IN PARTICULAR, LENDERS SHOULD UNDERSTAND HOW THE LAWS WORK IN THEIR RESPECTIVE CITIES. FOR EXAMPLE, SOME CITIES HAVE LAWS THAT RESTRICT THEIR ABILITY TO LENDER PAYING RENTERS FOR SHORT PERIODS. THESE LAWS ARE OFTEN PART OF A CITY’S ZONING OR ADMINISTRATIVE CODES. IN MANY CITIES, LENDERS MUST REGISTER, GET A PERMIT, OR OBTAIN A LICENSE BEFORE LISTING AN ITEM OR ACCEPTING RENT. CERTAIN TYPES OF SHORT-TERM BOOKINGS MAY BE PROHIBITED ALTOGETHER. LOCAL GOVERNMENTS VARY GREATLY IN HOW THEY ENFORCE THESE LAWS. PENALTIES MAY INCLUDE FINES OR OTHER ENFORCEMENT. LENDERS SHOULD REVIEW LOCAL LAWS BEFORE LISTING AN ITEM ON NDR.

As a Member, you may create Listings for items that you have the legal right to Rent.  Typically, this right requires ownership or written consent from the owner of the Item. By Listing an Item, you agree that you have legal right to List the Item under these terms.

To create a Listing, you will be asked a variety of questions about the Item to be listed, including, but not limited to, the location, capacity, size, features, availability of the Item, pricing and related rules and financial terms. In order to be featured in Listings via the Site, Application and Services, all Items must have valid physical addresses. Listings will be made publicly available via the Site, Application and Services. You understand and agree that the placement or ranking of Listings in search results may depend on a variety of factors, including, but not limited to, Lender and Renter preferences, ratings and/or ease of booking.

Other Members will be able to book your Item via the Site, Application and Services based upon the information provided in your Listing, your Renter requirements, and Renters’ search parameters and preferences.

You acknowledge and agree that you alone are responsible for 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 rental of, an Item in a Listing you post

• will not breach any agreements you have entered into with any third parties, and
• will
  • be in compliance with all applicable laws (such as zoning laws and laws governing rentals of residential and other properties), Tax requirements, Intellectual Property laws, and rules and regulations that may apply to any Item included in a Listing you post (including having all required permits, licenses and registrations), and
  • not conflict with the rights of third parties.

Please note that NDR assumes no responsibility for a Lender‘s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. NDR reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that NDR, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or NDR‘s then-current Policies and Community Guidelines or Standards, Trademark & Branding Guidelines, or otherwise harmful to the Site, Application or Services.

If you are a Renter, you understand and agree that NDR does not act as an insurer or as your contracting agent. If a Lender agrees to a booking you’ve requested, and you accept their Item into your possession, any agreement you enter into with such Lender is between you and the Lender, and NDR is not a party to it. Furthermore, as a Renter you may be subject to pay the security deposit of any item that is lost, damaged, stolen, or otherwise compromised during the time it’s in your possession.

If you are a Lender, you understand and agree that NDR does not act as an insurer or as your contracting agent. If a Renter requests a booking of your Item and uses your Item, any agreement you enter into with such Renter is between you and the Renter, and NDR is not a party to it.

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 Item, such as requiring Members to have a profile picture or verified email, in order to book your Item. Any Member wishing to book Items included in Listings with such requirements must meet these requirements. More information on how to set such requirements is available via the “How-it-Works” section of the Site, Application and Services.

If you are a Lender, NDR makes certain tools available to you to help you to make informed decisions about which Members you choose to confirm or preapprove for booking for your Item. You acknowledge and agree that, as a Lender, 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 Item at your request or invitation, excluding the Renter (and the individuals the Renter invites to the Item, if applicable.)

NDR recommends that Lenders obtain appropriate insurance for their Items. Please review any insurance policy that you may have for your Item 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 Renter allows to use the Item, if applicable) while in possession of your Item.

6 Return Of Item

At the end of the contact term or upon earlier termination of this Agreement, the Renter will surrender the Item according to the End Date and Time identified in the contract in the manner specified in the contract.

7 Keeping An Item Past Its Return Date

7.1  With The Lender’s Consent

If the Renter wants to extend the contract, then the Renter shall create a new proposal for the extension and the Lender and Renter follow the normal process for a transaction.

7.2  Without The Lender’s Consent

Renters agree that a confirmed reservation is merely a license granted by the Lender to the Renter to receive and use the Listing for the limited duration of the confirmed reservation and in accordance with the Renter‘s agreement with the Lender.

Renters further agree to return the Item no later than the return time that the Lender specifies in the Listing or such other time as mutually agreed upon between the Lender and Renter. If a Renter keeps the Item past the agreed upon return time without the Lender‘s consent, they no longer have a license to keep the Item and the Lender is entitled to pursue action to retrieve the Item.

The Lender may submit an incident report under the category of “Late Fee” to keep the security deposit to compensate for any losses.  The Lender may also pursue any other legal avenues against the Renter however NDR is not responsible

The incident report will be reviewed by NDR who will at NDR’s sole discretion transfer the security deposit to the Renter  Lender.

8 Damage To Items & Security Deposits

NDR has taken steps to mitigate Loss and Damage issues.  The steps include:

1. The Lender can add a negotiable security deposit with any product that the Lender lists and the Renter agrees with this. If there is product damage and there is a security deposit, the Lender may complete an incident report that NDR will make a final ruling on, and both parties agree to accept this ruling.
2. The email and address of all users of the NDR platform are verified through the NDR verification process. The Renter and Lender agree that this verification process is sufficient for their needs.
3. Both the Lender and the Renter can review the ratings and count of ratings of the other party prior to accepting the terms of this contract.
4. On Product Pick-up and Product Return, a photo is taken which is time and geo stamped to ensure integrity. Both the Renter and Lender agree to take, submit and approve these photos on the NDR
5. If a product is stolen, the Lender will submit a police report and incident report. NDR will work with local authorities to resolve the issue.

Security Deposits are held in trust by NDR.  NDR charges payment processing fees on security deposits both when receiving and when returning the security deposit.

As a Renter, you agree:

1. That you are responsible for returning the Item in the condition it was in when you received it except for normal wear and tear.
2. To the extent permitted by law, you will be responsible for risk the of loss, theft, damage or destruction to the item from any and every cause.
3. 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 loan, or otherwise provide access to, the Item.
4. In the event that a Lender claims otherwise and provides evidence of damage (“Incident Report”), you agree to pay the cost of replacing the damaged items with equivalent Items at the sole discretion of NDR.
5. To use the Item in a good and careful manner and will comply with all of the manufacturer’s requirements and recommendations respecting the Item and with any applicable law, whether local, state or federal respecting the use of the Item, including, but not limited to, environmental and copyright law.
6. To use the Item for the purpose for which it was designed and not for any other purpose.
7. That unless the Renter obtains the prior written consent of the Lender, the Renter will not alter, modify or attach anything to the Item unless the alteration, modification or attachment is easily removable without damaging the functional capabilities or economic value of the Item.
8. To keep the Equipment in good repair, appearance and condition, normal and reasonable wear and tear excepted. To take the steps necessary to keep the Equipment in such a state before returning it.  The Renter agrees to contact the Lender to advise the Lender of the repairs made to the equipment.
9. If the Equipment is not in good repair, appearance, and condition when it is returned to the Lender, the Lender may follow the process outlined under Loss and Damage.

Lenders may choose to include security deposits in their Listings (“Security Deposits”). Each Listing will describe whether a Security Deposit is required for the applicable Item. NDR will use commercially reasonable efforts to address Lenders’ requests and claims related to Security Deposits, but NDR is not responsible for accepting any Damage Claims by Lenders related to Security Deposits, and disclaims any and all liability in this regard.  For greater clarity, it is at NDR’s sole discretion to accept or reject, in total or in part, any incident reports, including Damage Claims.

The Lender warranties that:

1. The Equipment will be in good working order and good condition at the beginning of the term of the contract.
2. The Equipment is of merchantable quality and is fit for the purposes it is ordinarily used.

Both Renters and Lenders agree to cooperate with and assist NDR in good faith, and to provide NDR with such information and take such actions as may be reasonably requested by NDR, in connection with any Damage Claims or other complaints or claims made by Members relating to Items or with respect to any investigation undertaken by NDR or a representative of NDR regarding use or abuse of the Site, Application or the Services. If you are a Renter, upon NDR‘s reasonable request, and to the extent you are reasonably able to do so, you agree to participate in mediation or similar resolution process with a Lender, at no cost from NDR to you, which process will be conducted by NDR or a third party selected by NDR or its insurer, with respect to losses for which the Lender is requesting payment.

If you are a Renter, you understand and agree that NDR may make a claim under your homeowner’s, Renter’s or other insurance policy related to any damage or loss that you may have caused or been responsible for or to an Item. You agree to cooperate with and assist NDR in good faith, and to provide NDR with such information as may be reasonably requested by NDR, in order to make a claim under your homeowner’s, Renter’s or other insurance policy, including, but not limited to, executing documents and taking such further acts as NDR may reasonably request to assist NDR in accomplishing the foregoing:

9 Default

The occurrence of any one or more of the following events will constitute an event of default (“Event of Default”) under this Agreement:

1. The Renter fails to pay any amount provided for in this Agreement when such amount is due or otherwise breaches the Renter’s obligations under this Agreement.
2. The Renter becomes insolvent or makes an assignment of rights or property for the benefit of creditors or files for or has bankruptcy proceedings instituted against it under the Federal bankruptcy law of Canada or another competent jurisdiction.
3. The Lender doesn’t show up to hand over custody of the item.
4. The equipment is identified as stolen.

10 Remedies

On the occurrence of an Event of Default, the Lender will be entitled to pursue any one or more of the following remedies (the “Remedies”):

1. Submit an Incident Report to receive Security Deposit as compensation at NDR’s sole discretion.
2. Commence legal proceedings to recover the Rent and other obligations accrued before and after the Event of Default.
3. Take possession of the Equipment, without demand or notice, wherever same may be located, without any court order or other process of law. The Renter waives any and all damage occasioned by such taking of possession.
4. Terminate this Agreement immediately upon written notice to the Renter.
5. Pursue any other remedy available in law or equity.

11 Ownership, Right to Lease and Quiet Enjoyment

The Item is the property of the Lender and will remain the property of the Lender.

The Renter will not encumber the Item or allow the Item to be encumbered or pledge the Item as security in any manner.

The Lender warrants that the Lender has the right to lease the Item according to the terms in this Agreement.

The Lender warrants that as long as no Event of Default has occurred, the Lender will not disturb the Renter’s quiet and peaceful possession of the Item or the Renter’s unrestricted use of the Item for the purpose for which the Item was designed.

12 General

The failure of NDR 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 NDR. 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.

 12.1  Severability

If any term, covenant or condition of this Agreement or the application thereof to any person or circumstances shall, to any extent be invalid or unenforceable, the remainder of this Agreement or application of such term, covenant or condition to persons or circumstances, other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant and condition of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law.

12.2  Time

Time shall in every respect be of the essence of this Agreement.

12.3  Modification

NDR reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will either post the modification on the Site or via the Application or otherwise provide you with notice of the modification. We will also update the “Last Updated” date at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have 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, your only recourse is to cease using the Site, Application and Services.

12.4  Eligibility

The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older.

For users in Canada, NDR may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain reports from public records of criminal convictions or sex offender registrations of the user. For users outside Canada, we may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain the local version of background or registered sex offender checks in our sole discretion. You agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports, including from NDR’s vendors.

12.5 Interpretation

The headings appearing in this agreement are for the convenience and reference and are not to be considered when interpreting this Agreement. The headings appearing in this agreement in no way define, limit, or enlarge the scope of meaning of this Lease nor any of the provisions hereof.

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

 12.6  Heirs

This Agreement will extend to and be binding upon and inure to the benefit of the respective heirs, executors, administrators, successors and assigns, as the case may be, of each Party to this Agreement.

 12.7  Natural Disasters

Neither Party will be liable in damages or have the right to terminate this Agreement for any delay or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections, natural disasters, such as earthquakes, hurricanes or floods and/or any other cause beyond the reasonable control of the Party whose performance is affected.

13 No Endorsement

NDR does not endorse any Member, Listing or Item. You understand that Verified Images are intended only to indicate a photographic representation of the Item at the time the photograph was taken. Verified Images are therefore not an endorsement by NDR of any Member, Listing or Item.

Members are required by these Terms to provide accurate information. Although NDR may, for transparency or fraud prevention or detection purposes, directly or through third parties, ask you to provide a form of government identification, your date of birth, and other information, or undertake additional checks and processes designed to help verify or check the identities or backgrounds of Members and/or screen Member information against third party databases or other sources, we do not make any representations about, confirm, or endorse any Member or the Member‘s purported identity or background.

By registering for a NDR Account, you agree that NDR may – but is not obligated to – request a consumer report on you from a Consumer Reporting Agency. If we do request a consumer report, we’ll request and use it in compliance with applicable laws or acts.

Any references in the Site, Application or Services to a Member being “verified” or “connected” (or similar language) only indicate that the Member has completed a relevant verification or identification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by NDR about any Member, including of the Member‘s identity and whether the Member is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Site, Application and Services. We therefore recommend that you always exercise due diligence and care when deciding whether to rent from a Lender or to accept or preapprove a proposal from a Renter, or to have any other interaction with any other Member.

NDR is not responsible for any damage or harm resulting from your interactions with other Members.

By using the Site, Application or Services, 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 NDR with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any bookings or Listings made by you. This limitation shall not apply to any claim by a Lender against NDR regarding the remittance of payments received from a Renter by NDR on behalf of a Lender, which instead shall be subject to the limitations described in the section below entitled “Limitation of Liability”.

14 General Booking and Financial Terms

14.1  Bookings and Financial Terms for Lenders

NDR-Payments will collect the Total Fees from Renters when NDR is aware that the proposal made by the Renter has been accepted by the Lender and NDR receives payment from the Renter.  The Lender will receive their payment in different methods depending on their listing terms. For more information, please see NDR Payment Process.

Balances will be remitted by NDR-Payments to Lenders via direct deposit in the Lender‘s currency in the Lender’s bank account via NDR-Payments. Amounts may be rounded up or down (in CAD to nearest cent) as described the “Rounding Off” section below.

Please note that NDR-Payments, may impose or deduct foreign currency processing costs on or from any payments or payouts by NDR in currencies other than CAD dollars.

If you are a Lender and a proposal is made for your Item via the Site, Application or Services, you will be required to either confirm or reject the item rental proposal otherwise the item rental proposal will automatically expire if the item is contracted by someone else or the requested product pickup date has elapsed.

If the proposal is using the businesses POS system (point of sale), then the business is responsible for all applicable fees including NDR service fees. The Lender shall use the Site, Application or Services to record the transaction and NDR will invoice the Lender monthly for the transactions handled through their POS system. For more information please visit our NDR Business Rental Guide.

In all cases, the Lender shall not lend the product without confirming that the Renter has paid the applicable fees and the NDR Site, Application or Services has been used to record the transaction.

14.2  Appointment of NDR-Payments as Limited Payment Collection Agent for Lender

• Each Lender hereby appoints NDR-Payments as the Lender‘s limited payment collection agent solely for the purpose of accepting the Item Fees from Renter
• Each Lender agrees that payment made by a Renter through NDR-Payments, shall be considered the same as a payment made directly to the Lender, and the Lender will make the Item available to the Renter in the agreed-upon manner as if the Lender has received the Item Fees.
• Each Lender agrees that NDR may, in accordance with the cancellation policy selected by the Lender and reflected in the relevant Listing,
• permit the Renter to cancel the booking and
• refund (via NDR-Payments) to the Renter that portion of the Item Fees specified in the applicable cancellation policy. Each Lender understands that as NDR-Payments accepts payments from Renters as the Lender‘s limited payment collection agent and that NDR-Payments‘ obligation to pay the Lender is subject to and conditional upon successful receipt of the associated payments from Renter NDR does not guarantee payments to Lenders for amounts that have not been received by NDR-Payments from Renters. In accepting appointment as the limited authorized agent of the Lender, NDR-Payments assumes no liability for any acts or omissions of the Lender.

Please note that NDR does not currently charge fees for the creation of Listings. However, you as a Lender acknowledge and agree that NDR reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Listings. Please note that NDR will provide notice of any Listing fee collection via the Site, Application and Services, prior to implementing such a Listing fee feature.

14.3 Bookings and Financial Terms for Renters

The Lenders, not NDR, are solely responsible for honoring any confirmed bookings and making available any Items reserved through the Site, Application and Services. If you, as a Renter, choose to enter into a transaction with a Lender for the booking of an Item, you agree and understand that you will be required to enter into an agreement with the Lender and you agree to accept any terms, conditions, rules and restrictions associated with such Item imposed by the Lender. You acknowledge and agree that you, and not NDR, will be responsible for performing the obligations of any such agreements, that NDR is not a party to such agreements, and that, with the exception of NDR-Payments‘ obligations pursuant to the Payments Terms, NDR (inclusive of all subsidiaries) disclaims all liability arising from or related to any such agreements.

The Total Fees payable will be displayed to a Renter before the Renter sends a proposal to a Lender. As noted above, the Lender is required to either confirm or reject the proposal. Upon receipt of your proposal, NDR-Payments may initiate a pre-authorization and/or charge a nominal amount to your Payment Method pursuant to the Payments Terms. If a requested booking is cancelled (i.e., not confirmed by the applicable Lender), any amounts collected by NDR-Payments will be refunded to such Renter as per the Refund and Cancellation Policy, and any pre-authorization of such Renter‘s Payment Method will be released, if applicable.

You as a Renter agree to pay the Total Fees for any Contract made in connection with your NDR Account. NDR‑Payments or the Lender will collect the Total Fees before product pickup.

Once your confirmed booking transaction is complete you will receive a confirmation email summarizing your confirmed booking.

14.4  Security Deposits

Lenders may choose to include security deposits in their Listings (“Security Deposits”). Each Listing will describe whether a Security Deposit is required for the applicable Item.

If the Lender has occurred damages on their product, the Lender has the option to fill out an incident report in order to collect damages incurred on their product.

NDR will also use its reasonable efforts to arbitrate Lenders’ requests and claims related to Security Deposits, but NDR is not responsible for administering or accepting any claims by Lenders related to Security Deposits, and disclaims any and all liability in this regard.

14.5  Service Fees and Other Fees

In consideration for the use of NDR‘s online marketplace and platform, NDR charges service fees. NDR-Payments collects these Service Fees and, where applicable, may also collect Taxes (such as VAT in Europe) in respect of the Lender Fees and Renter Fees.

NDR-Payments deducts the NDR Fees from the total transaction cost before remitting the balance to the Lender. The Renter sees the Total Amount that they are paying before agreeing to the transaction.  The Lender also sees the Total Amount that they will be receiving before agreeing to the transaction.  Invoices detailing all fees are available after product has been returned and the transaction has been closed.

14 .6  Cancellations and Refunds

Please refer to the Refund and Cancellation policy: NDR Refund and Cancelation Process

14.7  Rounding Off

NDR may, in its sole discretion, round up or round down amounts that are payable from or to Renters or Lenders to the nearest whole functional base unit in which the currency is denominated (e.g. for CAD, USD to the nearest cent); for example, NDR will round up an amount of $101.505 to $101.51, and $101.504 to $101.50.

Some currencies are denominated in large numbers. In those cases, NDR may determine the functional base unit in which those currencies are denominated to be 1, 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for NDR to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.

14.8  Payment Processing Errors

We will take steps 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, so that you end up receiving or paying the correct amount.

14.9  Donations

Some Lenders may pledge to donate a portion of the funds they receive from confirmed bookings made via the Site, Application and Services to a particular cause or charity. We do not take any responsibility or liability for whether the Lender does in fact make the donation he or she pledged to make. In such cases, the Lender in question is responsible for his or her own compliance with all laws and regulations applicable to such pledges and/or fundraising.

14.10  Taxes

Tax regulations may require us to collect appropriate Tax information from a User, or to withhold Taxes from payouts to a User, or both. You as a User are solely responsible for keeping the information in your Tax forms current, complete and accurate. If you as a User fail to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payments to you, we reserve the right in our sole discretion to freeze all payouts to you until resolution, to withhold such amounts as required by law, or to do both.

You as a User understand and agree that you are solely responsible for determining:

• your applicable Tax reporting requirements, and
• the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes in Listing You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. NDR cannot and does not offer Tax-related advice to any Users.

Where applicable, or based upon request from a User, NDR may issue a valid VAT invoice to such User at the discretion of NDR.

The Renter will report and pay all taxes, fees and charges associated with the Renter’s use of the Equipment, and with revenues and profits to the Renter arising out of the use of the Equipment, including, but not limited to, sales taxes, property taxes, and license and registration fees.

All Users will pay any and all penalties and interest for failure to report required information to any taxing authority with jurisdiction over the Renter or the Item.

You understand and acknowledge that appropriate governmental agencies, departments or authorities (the “Tax Authority”) where your Item is located may require Taxes to be collected from Renters or Lenders on the amount paid for the right to use and/or occupancy of Items, and to be remitted to the respective Tax Authority.

14.11  Foreign Currency

NDR’s online platform currently only facilitates transactions in Canadian Dollars, serving the Canadian market at this time.  In the future, NDR will be implementing the ability to transact in Foreign Currencies.

15 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 Site, Application, Services and Collective Content. In connection with your use of the Site, Application, Services and Collective Content, you may not and you agree that you will NOT:

1. violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;
2. use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other Services contained in the Site, Application, Services or Collective Content;
3. access or use our Site, Application, Services or the NDR API to use, expose, or allow to be used or exposed, any NDR Content:
   • that is not publicly displayed by NDR in its search results pages or Listing pages;
   • in any way that is inconsistent with the NDR Privacy Policy or Terms of Service; or
   • in any way that otherwise violates the privacy rights or any other rights of NDR‘s users or any other third party;
4. use the Site, Application, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies NDR endorsement, partnership or otherwise misleads others as to your affiliation with NDR;
5. dilute, tarnish or otherwise harm the NDR brand in any way, including through unauthorized use of Collective Content, registering and/or using NDR or derivative Terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to NDR domains, trademarks, taglines, promotional campaigns or Collective Content.
6. copy, store or otherwise access or use any information contained on the Site, Application, Services or Collective Content for purposes not expressly permitted by these Terms;
7. infringe the rights of NDR or the rights of any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual right
8. interfere with or damage our Site, Application or Services, including, without limitation, through the use of viruses, bots, AI, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
9. use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
10. use our Site, Application, Services or Collective Content in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to lodging in a private residence;
11. “stalk” or harass any other user of our Site, Application, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as an NDR Renter or Lender;
12. offer, as a Lender, any Item that you do not yourself own or have permission to rent (without limiting the foregoing, you will not list Items as a Lender if you are serving in the capacity of a rental agent or Listing agent for a third party);
13. register for more than one NDR Account or register for an NDR Account on behalf of an individual other than yourself; for clarity, an employee can use a business account but is then acting on behalf of the business.
14. unless the Lender explicitly permits otherwise, request or book use of any Item if you will not actually be receiving and using the Item yourself;
15. contact another Member for any purpose other than asking a question related to a Proposal, Contract, Listing, or the Member‘s use of the Site, Application and Services;
16. recruit or otherwise solicit any Lender or other Member to join third-party Services or webSites that are competitive to NDR, without NDR‘s explicit prior written approval;
17. recruit or otherwise solicit any Member to join third-party Services, Applications or webSites, without NDR’s explicit prior written approval;
18. impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
19. use automated scripts to collect information from or otherwise interact with the Site, Application, Services or Collective Content;
20. use the Site, Application, Services or Collective Content to find a Lender or Renter and then complete a booking of an Item independent of the Site, Application or Services, in order to circumvent the obligation to pay any Service Fees related to NDR‘s provision of the Services or for any other reasons;
21. as a Lender, submit any Listing with false or misleading information, including price information, or submit any Listing with a price that you do not intend to honor;
22. violate these Terms or NDR‘s then-current Policies and Community Guidelines or Standards;
23. engage in disruptive, circumventive, abusive or harassing behavior in any area or aspect of our Platform, Application, or Services;
24. post, upload, publish, submit or transmit any Content that:
    • infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
    • violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
    • is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive;
    • is defamatory, obscene, pornographic, vulgar or offensive;
    • promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
    • is violent or threatening or promotes violence or actions that are threatening to any other person; or
    • promotes illegal or harmful activities or substances;
    • is an item that is identified in the Items Not Allowed
25. systematically retrieve data or other Content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, AI, crawlers, or spiders, or otherwise;
26. use, display, mirror or frame the Site, Application, Services or Collective Content, or any individual element within the Site, Application, Services or Collective Content, NDR’s name, any NDR trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site, Application or Services, without NDR’s express written consent;
27. access, tamper with, or use non-public areas of the Site, Application or Services, NDR’s computer systems, or the technical delivery systems of NDR’s providers;
28. attempt to probe, scan, or test the vulnerability of any NDR system or network or breach any security or authentication measures;
29. avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by NDR or any of NDR’s providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content;
30. forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;
31. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content;
32. advocate, encourage, or assist any third party in doing any of the foregoing; or
33. accept or make a payment for Items outside NDR.

NDR has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, NDR may take a range of actions against you, including but not limited to deactivating or canceling your Listing(s) or NDR Account, for a violation of this Section or these Terms.

NDR 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:

• respond to claims asserted against NDR or to comply with legal process (for example, subpoenas or warrants),
• enforce or administer our agreements with users, such as these Terms,
• for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or
• protect the rights, property or safety of NDR, its users, or Members of the public.

You acknowledge that NDR has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating and improving the Site, Application and Services (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. NDR reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that NDR, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.

16 Reporting Misconduct

Misconduct is outlined in our Community Guidelines.

You can report any misconduct through our reporting process by creating an incident report located in the sidebar of the application. Next-Door Rental takes misconduct very seriously and will take appropriate action. Actions will be taken at NDR’s discretion include but are not limited to:

1. Banning from our site, services or platform.
2. Suspending your account.
3. Removing items.
4. Any other action the NDR deems appropriate.

NDR encourages users to take action on anyone who you feel is acting or has acted inappropriately, including but not limited to anyone who:

• engages in offensive, violent or sexually inappropriate behavior,
• you suspect of stealing from you, or
• engages in any other disturbing conduct then

You should immediately report such person to the appropriate authorities and then to NDR by contacting us with your police station and report number; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you. You may attach any relevant information to the incident report that you write.

17 Privacy

You agree that NDR‘s Privacy Policy (as may be updated from time to time) governs NDR‘s collection and use of your personal information.

18 Additional Terms

Our Site, Application and Services have different products, features and offerings, so sometimes additional Terms or product requirements may apply to your use of those products, features or offerings. If additional Terms are available for the relevant product or Services you use, those additional Terms become part of these Terms.

19 Member Content

NDR 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 Site, Application, Services, or through NDR promotional campaigns, you hereby grant to NDR 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 Site, Application and Services. NDR 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 Site, Application, Services or through NDR promotional campaigns. Accordingly, you represent and warrant that:

• you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application, Services or through NDR promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to NDR the rights in such Member Content, as contemplated under these Terms; and
• neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or NDR‘s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application, the Services or NDR promotional campaigns 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.

20 NDR Content and Member Content License

Subject to your compliance with these Terms and NDR’s Trademark & Branding Guidelines, NDR grants you a limited, non-exclusive, non-transferable license, to

• access and view any NDR Content solely for your personal and commercial purposes and
• 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 will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by NDR or its licensors, except for the licenses and rights expressly granted in these Terms.

21 Copyright Policy

NDR respects copyright law and expects its users to do the same. It is NDR‘s policy to terminate in appropriate circumstances the NDR Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

22 Ownership

The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of Canada and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of NDR and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content.

23 Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of NDR used herein are trademarks or registered trademarks of NDR. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

24 Intellectual Property Ownership and Rights Notices

The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of Canada, the United States and foreign countries.

You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of NDR and its licensors.

You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content.

All trademarks, service marks, logos, trade names, and any other proprietary designations of NDR used on or in connection with the Site, Application, Services, and NDR Content are trademarks or registered trademarks of NDR in Canada, the US and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Site, Application, Services, and NDR Content are used for identification purposes only and may be the property of their respective owners.

As a Lender, Renter, or Member, you understand and agree that you are bound by the additional Terms, Guidelines and Policies that apply to your use of the Site, Application, Services and Collective Content.

25 Application License

Subject to your compliance with these Terms, NDR grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on each mobile device or computer that you own or control and run such copy of the Application solely for your own personal use.

Furthermore, with respect to any Apple App Store Sourced Application (defined below), you will only use the App Store Sourced Application

• on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and
• as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.

NDR reserves all rights in the Application not expressly granted to you by these Terms.

26 Accessing & Downloading The Application From iTunes

The following applies to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”):

• You acknowledge and agree that
  (i) these Terms are concluded between you and NDR only, and not Apple, and
  (ii) NDR, not Apple, is solely responsible for the App Store Sourced Application and Content Your use of the App Store Sourced Application must comply with the App Store Terms of Services.
• You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support Services with respect to the App Store Sourced Application.
• In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between NDR and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of NDR.
• You and NDR acknowledge that, as between NDR and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to:
  (i) product liability claims;
  (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and
  (iii) claims arising under consumer protection or similar legislation.
• You and NDR acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between NDR and Apple, NDR, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
• You and NDR acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the Terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
• Without limiting any other Terms of these Terms, you must comply with all applicable third-party Terms of agreement when using the App Store Sourced Application.

27  Terms & Termination, Suspension & Other Measures

27.1  Terms

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 Term until such time when you or NDR terminate the Agreement as described below.

27.2   Termination for Breach, Suspension and Other Measures

NDR may immediately, and under NDR’s sole discretions, and without notice terminate this Agreement if

• you have materially breached these Terms or our Policies, including but not limited to any breach of your warranties outlined in these Terms or breach of the “User Conduct” provisions in these Terms,
• you have provided inaccurate, fraudulent, outdated, or incomplete information during the NDR Account registration, or Listing process or thereafter,
• you have violated applicable laws, regulations or third-party rights, or
• NDR believes in good faith that such action is reasonably necessary to protect the safety or property of other Members, NDR or third parties, for fraud prevention, risk assessment, security or investigation purposes.

In addition, NDR may deactivate or delay Listings, reviews, or other Member Content, cancel any pending or confirmed bookings, limit your use of or access to your NDR Account and the Site, Application or Services, temporarily or permanently revoke any special status associated with your NDR Account, or temporarily or permanently suspend your NDR Account if

• you have breached these Terms or our Policies, including material and non-material breaches and/or;
• you are receiving poor ratings from Lenders or Renters, and/or;
• NDR believes in good faith that such action is reasonably necessary to protect the safety or property of Members, NDR or third parties, for fraud prevention, risk assessment, security or investigation purposes.

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

27.3  Consequences

If NDR takes any of the measures described above NDR may

• communicate to your Renters or Lenders that a pending or confirmed booking has been cancelled,
• refund your Renters in full for any and all confirmed bookings, irrespective of preexisting cancellation policies,
• support your Renters, on an exceptional basis, in finding potential alternative Items, and
• you will not be entitled to any compensation for confirmed bookings that were cancelled.

If you or we terminate this Agreement, we do not have an obligation to delete or return to you any of your Member Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your NDR Account or any of your Member Content. If your access to or use of the Site, Application and Services has been limited or your NDR Account has been suspended or this Agreement has been terminated by us, you may not register a new NDR Account or attempt to access and use the Site, Application and Services through other NDR Accounts.

27.4  Survival

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

27.5  Termination for Convenience

We 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 NDR Account. 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:

• your NDR Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, Application, Services, your NDR Account, your Member Content, or receive assistance from NDR Customer Service,
• any pending or accepted future bookings as either Lender or Renter will be immediately terminated,
• we may communicate to your Renters or Lenders that a potential or confirmed booking has been cancelled,
• we may refund your Renters (subject to the Refund and Cancellation Policy) in full for any and all confirmed reservations,
• we may contact your Renters to inform them about potential alternate Items with other Lenders that may be available on the Site, Application and Services, 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 NDR

You may cancel your NDR Account at any time via the “Delete Account” feature of the Services or by sending us an email. Please note that if your NDR Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, Application and Services, including, but not limited to, any reviews or Feedback. If you cancel your NDR Account any confirmed but not active, contracts will be automatically cancelled subject to the NDR Refund and Cancellation Policy.

Without limiting our rights specified, NDR may terminate this Agreement for convenience at any time by giving you 30 days’ notice via email to your registered email address.

28 Disclaimer

IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT NDR DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, RENTERS AND LENDERS, BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX OFFENDER CHECKS IN ITS SOLE DISCRETION. IF WE CHOOSE TO CONDUCT SUCH CHECKS, 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 USER OR GUARANTEE THAT A USER WILL NOT ENGAGE IN MISCONDUCT IN THE FUTURE.

THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT AND REFERRAL PROGRAM ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NDR EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NDR MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY Items, OR THE REFERRAL PROGRAM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NDR MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, ITEMS, LENDERS, RENTERS, YOUR ACCRUAL OF NDR TRAVEL CREDITS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, SERVICES OR REFERRAL PROGRAM.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NDR OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY LENDERS OR RENTERS.

YOU UNDERSTAND THAT NDR DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES OR TO REVIEW OR VISIT ANY ITEMS.

YOU UNDERSTAND THAT ALL INTERACTIONS ON NDR APPLICATION OR SITE IS SUBJECT TO NDR COMMUNITY GUIDELINES AND ANY VIOLATIONS MAY RESULT IN ACCOUNT SUSPENSION OR BAN. NDR MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES.

YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, RENTERS AND LENDERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY NDR.

NDR EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY RENTER, LENDER OR OTHER THIRD PARTY.

29 Limitation of Liability

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 SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY ITEMS VIA THE SITE, APPLICATION AND SERVICES, YOUR PARTICIPATION IN THE REFERRAL PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF NDR WHETHER IN PERSON OR ONLINE REMAINS WITH YOU.

NEITHER NDR NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT OR THE REFERRAL PROGRAM WILL BE LIABLE FOR

• ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA AND/OR;
• LOSS OF GOODWILL AND/OR;
• SERVICE INTERRUPTION AND/OR;
• COMPUTER DAMAGE AND/OR;
• SYSTEM FAILURE AND/OR;
• THE COST OF SUBSTITUTE PRODUCTS AND/OR;
• SERVICES AND/OR;
• FOR ANY DAMAGES AND/OR;
• FOR PERSONAL OR BODILY INJURY AND/OR;
• EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS,

FROM

• THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, AND/OR;
• ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, AND/OR;
• YOUR PARTICIPATION IN THE REFERRAL PROGRAM OR FROM YOUR LISTING OR BOOKING OF ANY Item VIA THE SITE, APPLICATION AND SERVICES,

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NDR 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 NDR’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY ITEM VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM AND IN CONNECTION WITH ANY ITEM OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED ONE CANADIAN. DOLLAR (CAN$1).

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 NDR 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.

30 User Liability

Lenders that list items on the platform are required to give accurate information to the Renter as to the item’s condition and function, as well as what parts it does or does not include. Lenders that knowingly rent out a damaged item will be held liable.

Users participating in a rental transaction are responsible for assessing the condition of the item prior to use. This includes time-stamped, geo-located visual media (i.e. photo) verifying the condition and function of the item prior to it being used.

Renters that request to rent an item are responsible for having sufficient funds to cover damages or replacement of the item. NDR maintains the right to charge security deposits to cover damages if NDR has reason to believe the item has been damaged or stolen, or the user is unable to return it, at any time after the rental period or when credit has been denied.

Renters that knowingly use a rented item that they have identified as damaged must identify the item as damaged in their review of the product.

31 Indemnification

You agree to release, defend, indemnify, and hold NDR and its affiliates and subsidiaries, 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

• your access to or use of the Site, Application, Services, or Collective Content or your violation of these Terms;
• your Member Content;
• your
  1. interaction with any Member,
  2. booking of an Item, or
  3. creation of a Listing;
• the use, condition or rental of an Item by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a rental, booking or use of an Item; and
• your participation in the Referral Program or your accrual of any NDR Credits of any kind.

32 Right of Assignment

The Renter will not assign this agreement, the Renter’s interest in this agreement, or the Renter’s interest in a Proposal or Contract without the prior written consent of the Lender.

If the Renter assigns this Agreement, the Renter’s interest in this Agreement or the Renter’s interest in a Proposal or Contract without the prior written consent of the Lender, the Lender will have recourse to the Remedies and will be entitled to all damages caused by the assignment.

The Lender will not assign this agreement, the Lender’s interest in this agreement or the Lender’s interest in a Proposal or Contract without the prior written consent of the Renter.  The Lender will not assign or transfer the Lender’s right to collect rent or any other financial obligation of the Renter.

If the Lender assigns this Agreement, the Lender’s interest in this Agreement or the Lender’s interest in the Proposal or Contract without the prior written consent of the Renter, the Renter will be entitled to terminate this Agreement.

33 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 NDR-Payments 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.

34 Third Party Links

The Site, Application and Services may contain links to third-party Websites or resources. You acknowledge and agree that NDR is not responsible or liable for:

• the availability or accuracy of such Websites or resources; or
• the Content, products, or Services on or available from such Websites or resources.

Links to such Websites or resources do not imply any endorsement by NDR of such Websites or resources or the Content, products, or Services available from such Websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such Websites or resources or the Content, products or Services on or available from such Websites or resources.

Some portions of the NDR platform implement Google Maps/Earth mapping Services, including Google Maps API(s). Your use of Google Maps/Earth is subject to Google’s Terms of use.

35 Export Control and Restricted Countries

You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, Canadian law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported:
(a) into any United States embargoed countries; or
(b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List.

By using the Site, Application and Services, you represent and warrant that
(i) neither you nor your listed Item is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and
(ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You also will not use the Site, Application and Services for any purpose prohibited by U.S. or Canadian law.  NDR does not permit Listings associated with certain countries due to U.S. embargo restrictions.

36 Contact and Feedback

If you have any questions about these Terms or any App Store Sourced Application, please contact NDR.

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services (“Feedback”). You may submit Feedback by emailing us, through the “Contact” section of the Site and Application, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of NDR and you hereby irrevocably assign to NDR and agree to irrevocably assign to NDR all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At NDR‘s request and expense, you will execute documents and take such further acts as NDR may reasonably request to assist NDR to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

37 Notices By NDR, Renter or Lender

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by NDR, the Renter or the Lender:

• by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

NDR reserves the right to communicate directly using via email (in each case to the address that you provide).

38 Dispute Resolution

If you reside in the United States or Canada, you and NDR 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 Services or use of the Site, Application or Collective Content (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 NDR 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 NDR 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. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Further details on Dispute Resolution are noted in the NDR Dispute Resolution Policy: NDR Dispute Resolution

38.1  Controlling Law and Jurisdiction

These Terms and your use of the Services will be interpreted in accordance with the laws of the country of Canada, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of Sarnia, Ontario, Canada 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 above.

38.2  Arbitration Rules and Governing Law

Any disputes between a Member and NDR that cannot be resolved by good faith negotiation shall be resolved by binding arbitration.  The arbitration shall be governed by and subject to the stature and rules procedure set out below.

The arbitration shall be held at a place set forth from and rules procedure set out below. time to time by NDR for this arbitration.

Governing Law	Residence of Member	Applicable Governing Statute	Applicable Rules
Any province or territory of Canada	Canada	Applicable domestic Arbitration Act	UNCITRAL Arbitration Rules
Any province or territory of Canada	Outside of Canada	International Commercial Arbitration Act of the province or territory	UNCITRAL Arbitration Rules
A state of the United States of America	Canada	Domestic Arbitration Act of the province of Ontario, notwithstanding that the balance of these terms are governed by other law.	UNCITRAL Arbitration Rules
A state of the United States of America	Outside of Canada	Federal Arbitration Act 9 U.S.C	UNCITRAL Arbitration Rules

Should NDR, acting reasonably, determine that any dispute between NDR and a Member should be consolidated, or heard together or immediately after or otherwise be joined with dispute resolution proceedings between NDR and another Member, then the dispute between NDR and the other Member shall be joined with the other dispute, whether arbitration or litigation, and shall be subject to the same governing laws and rules of procedure.

38.3  Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the 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.

38.4  Changes

Notwithstanding the provisions of the “Modification” section above, if NDR 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 NDR‘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 NDR 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).

39  Entire Agreement

Except as they may be supplemented by additional NDR policies, guidelines, standards, or Terms for a specific product, feature, service or offering, these Terms constitute the entire and exclusive understanding and agreement between NDR and you regarding the Site, Application, Services, Collective Content (excluding Payment Services), and any bookings or Listings of Items made via the Site, Application and Services (excluding Payment Services), and these Terms supersede and replace any and all prior oral or written understandings or agreements between NDR and you regarding bookings or Listings of Items, the Site, Application, Services, and Collective Content (excluding Payment Services).