TERMS & CONDITIONS

ACCOUNT CREATION

1. Members shall be entitled to use the Platform and utilize our Services after getting himself/herself registered on the Platform by furnishing all relevant information required on the Platform and creating a user account (“Account”). By doing so, you affirm, warrant, and commit to providing us with precise, truthful information. This includes but is not limited to, your name and email address. The user shall be solely responsible for the confidentiality of their username and password.

2. Registration on the Platform is permitted exclusively for corporate clients seeking corporate housing solutions. Members must represent legal entities, partnerships, or natural persons who are 18 years of age or older. By registering, you affirm that you are not prohibited from using the Platform under the laws of the United States, your place of residence, or any other applicable jurisdiction.

3. When you register on the Platform, you hereby agree to provide your full support and cooperation during the verification process through Know Your Customer (KYC) procedures. This verification process may be conducted online or offline, depending on the requirements and regulations governing user verification. Online verification may involve the submission of relevant identification documents and information through secure channels provided by us. Alternatively, offline verification methods may entail additional steps such as document verification by authorized personnel or the submission of physical documents via mail or in-person verification centres. The KYC process is to authenticate the identity of the registered Member, ensuring compliance with regulatory standards and enhancing the security and trustworthiness of the Platform for all Members.

4. You must not disclose your credentials to any third party and promptly notify us if you suspect any unauthorized access to your Account. We reserve the right, as permitted by applicable law, to request identification or additional information, conduct identity or background checks, screen against third-party databases, and obtain reports from public records.

5. Upon successfully creating an Account, you are obligated to comply with the Terms, maintain the security of your Account credentials, assist in the verification process, and abide by all applicable laws and regulations. It is your responsibility to review and understand these obligations before proceeding with Account creation.

USING NEARSITE AS A GUEST

1. Searching:

   1. While using the Platform, you can explore a wide range of Listings by refining your search based on various criteria such as the type of service, accommodation type, destination, travel dates, and the number of Guests. You may utilize these filters to further tailor your search results to meet your specific preferences. Our search algorithm ensures that results are displayed based on their relevance to your search criteria, taking into account factors such as pricing, availability, reviews, customer service and cancellation history, popularity, previous trips, saved Listings, as well as Supplier requirements such as minimum or maximum nights.

2. Booking: 

   1. When you reserve or book a Listing on the Platform, you are consenting to pay all expenses associated with your reservation or booking, including the Listing price, applicable fees such as the Platform's service fee, offline fees, taxes, and any other charges specified during the checkout process. If you opt to pay using a currency different from the one set by the Supplier for their Listing, the displayed price is determined based on a currency conversion rate provided by us. Additionally, you agree that we may charge the service fees (as defined in Clause 6) used for the Booking to collect amounts related to Damage Claims (as defined in Clause 7).

   2. You may be required to pay a security deposit. However, this requirement is discretionary and ultimately determined by the Supplier. Suppliers will have the flexibility to include a deposit amount in the Listing provided to Guests. This allows Suppliers to tailor their offerings based on individual preferences and circumstances. If a security deposit is deemed necessary by the Supplier, the amount and terms will be clearly outlined in the Booking quote, providing transparency and clarity for Guests.

3. Reservation: 

   1. Upon receiving the booking confirmation, a contract (referred to as a "Reservation") is established directly between you and the Supplier. By completing a Reservation, you are consenting to the terms outlined in the contract. These terms encompass these Terms, along with all terms specified within the Reservation, including but not limited to the cancellation policy and any other regulations, standards, policies, or requirements indicated in the Listing or during the checkout process that pertain to the Reservation. It is your responsibility to thoroughly review and comprehend the terms of the contract, which encompass these Terms and all Reservation terms, including regulations, standards, policies, and requirements, before finalizing a Booking. Please note that some Suppliers may collaborate with a co-supplier or operate as part of a team to deliver their services.

   2. A Reservation constitutes a limited license granting you the right to enter, occupy, and utilize the Accommodation during your stay. The Supplier reserves the right to re-enter the Accommodation as needed, provided it is reasonably necessary, permitted by your contract with the Supplier, and allowed by applicable law. In the event of overstaying past the checkout time, the Supplier reserves the right to request your departure in accordance with applicable law, including imposing reasonable overstay penalties. Please ensure that you adhere to the maximum number of allowed Guests as specified by the Supplier. Exceeding this limit is not permitted.

   3. Reservation Issues: In the event of any issues or concerns regarding a Reservation, Guests are encouraged to contact us at info@thenearsite.com for assistance. Our team is available to help resolve any disputes or address any problems that may arise during the Reservation process. We reserve the right to intervene in Reservation issues or disputes between Guests and Suppliers if necessary to ensure fair and equitable resolution.

4. Modify your Booking: 

   1. You may request modifications to your Bookings, such as changes to travel dates or the number of guests, subject to Supplier approval. We will assist Guests in communicating with Suppliers to facilitate Booking modifications. However, Suppliers have the final say in approving or rejecting modification requests. Any changes to Bookings may be subject to additional fees or charges as determined by the Supplier.

5. Cancelling your Booking: 

   1. When booking Accommodations through the Platform, Guests are subject to the cancellation policies established by Suppliers for their Listings. Suppliers have the autonomy to define their own cancellation terms, which may include options for fully refundable, partially refundable, or non-refundable Bookings. Additionally, we may provide Suppliers with the option to quote a higher price for cancellable Bookings, affording Guests the flexibility to cancel their Reservation while compensating Suppliers for the increased risk of potential cancellations. Guests are responsible for familiarizing themselves with the specific cancellation deadlines and conditions outlined by the Supplier at the time of Booking and must adhere to these policies to qualify for any applicable refunds or credits. It is important to note that we shall not be held liable to the Member for any losses arising from such cancellation.

6. Refunds on Booking Cancellation: 

   1. Refund eligibility and amounts are determined based on the Supplier's cancellation policy agreed upon by the Guest. Modification options may be available, subject to approval by the Supplier and any associated fees or charges. In the event of cancellation by the Supplier due to unforeseen circumstances, the Platform will work to facilitate alternative Accommodations or provide refunds to affected Guests as appropriate.

7. Your Responsibilities:

   1. You hereby agree that you will bear full responsibility and liability for your actions and those of any individuals you invite or grant access to any Accommodation. This includes ensuring that the Accommodation is left in the same condition as upon arrival, promptly addressing any reasonable Damage Claim amounts, and consistently adhering to integrity, respect, and applicable laws. If you are Booking for a minor or bringing a minor to the booked Accommodation, you must possess legal authorization to act on their behalf and assume sole responsibility for their supervision.

   2. By utilizing the Platform and Services, such as Accommodations, you acknowledge the inherent risks associated with it. To the fullest extent permitted by applicable law, you accept full responsibility for any risks arising from your access to and use of the Platform and its Services, including without limitation, during your stay at an Accommodation. This includes the necessity to evaluate each Listing for suitability, as it may entail risks of illness, bodily injury, disability, or death. Therefore, by opting to engage in any services of the Supplier, you consciously and voluntarily assume these associated risks.

   3. As a user of the Nearsite Platform, you agree and understand that our Platform primarily serves as a discovery, booking, and payment tool. While the Platform facilitates the process of finding and securing Accommodations, it does not directly provide any physical amenities or facilities to Guests. Instead, our Platform streamlines the Booking experience, offering a seamless interface for users to explore and reserve Accommodations tailored to their needs. We prioritize efficiency and convenience, ensuring a smooth experience from search to Booking, while leaving the provision of amenities to the individual Suppliers listed on our Platform.

   4. You hereby confirm that you have read and agree with our 'PROHIBITED USES' (defined below in Clause 8.7) and will not post, send, publish, upload, or transmit through the Services any submission nor post any content that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading.

USING NEARSITE AS A SUPPLIER

1. Right to Use the Platform:

   1. As a Supplier, Nearsite grants you the right to utilize the Platform in compliance with these Terms to showcase your corporate housing, amenities, or other associated services to our dynamic community of Guests - all while earning revenue. Creating a Listing is straightforward, and you retain authority over your Listing preferences, including setting pricing, availability, and regulations for each Listing.

2. Your Listings:

   1. Creating and Managing Listing:

      1. Your Listing should provide comprehensive and accurate details about your corporate housing and Accommodation, including without limitation, standard unit description attributes, common area pictures, pricing, refund, and cancellation policy, additional charges for cleaning or resorts, and any Guest rules. It is your responsibility to maintain accurate Listing information, including availability and photos. Additionally, securing appropriate insurance for your Services is essential. While you may maintain only one Listing per Accommodation, multiple Listings are permissible for properties offering various Accommodations.

   2. Ranking of your Listing:

      1. The ranking and display of Listings in search results on the Platform depend on various factors, including several key parameters. Firstly, it considers the Guest's search parameters, such as the number of Guests, destination, trip duration, and price range. Secondly, it evaluates Listing characteristics, including location, price, availability, images, reviews, ratings, Supplier status, and the type of service. Furthermore, the Guest's experience, encompassing customer service and cancellation history, along with ease of Booking, plays a significant role.

      2. Additionally, Listing requirements, such as minimum or maximum nights and booking cut-off times, are considered. Lastly, Guest preferences and history, such as previous trips, saved Listings, and search location, are taken into account. It's important to note that search results may vary between the mobile application and Website, as well as in the map view. The Platform may offer Suppliers the option to promote their Listings in search or elsewhere on the Platform for an additional fee.

   3. Booking Confirmation:

      1. When you accept a Booking request or receive a Booking confirmation through the Platform, you are entering into a direct contract with the Guest. As a Supplier, it is your responsibility to deliver the agreed-upon Service under the terms and at the price specified in your Listing. Additionally, by accepting Bookings, you agree to pay applicable fees, such as Nearsite's service fee (and any applicable taxes), for each Booking. The Platform will temporarily hold the funds and deduct the owed amounts from your payout unless alternative arrangements have been agreed upon between you and us.

3. Your Responsibilities:

   1. You are accountable for adhering to all relevant laws, regulations, and contractual agreements with third parties concerning your Listing or services. For instance, certain landlords, leases, homeowner associations, or condominium rules may restrict or prohibit subletting, short-term rentals, or longer-term stays. Moreover, various cities may have zoning or other regulations limiting short-term residential rentals. Additionally, some jurisdictions mandate Suppliers to register, and obtain permits, or licenses before offering certain services, such as short-term rentals, longer-term stays, food preparation, alcohol service, tour guiding, or vehicle operation. In some areas, specific services may be entirely prohibited. Furthermore, certain jurisdictions may necessitate you to register Guests staying at your Accommodations, while others may impose tenancy rights for Guests and additional obligations for Suppliers, such as landlord-tenant laws, rent control, and eviction regulations applicable to longer stays. It's crucial to review local regulations to determine the rules governing the services you intend to offer. Any information provided by us regarding legal requirements is for informational purposes only, and it's your responsibility to independently verify your obligations. Additionally, you must handle and use the personal data of Guests and others in compliance with applicable privacy laws and our privacy standards outlined in the Privacy Policy. If you have inquiries regarding the application of local laws, seeking legal advice is always recommended.

   2. You are accountable for your actions and inactions, as well as for those of anyone you permit to partake in delivering your Accommodation services. It's your responsibility to determine your pricing and establish rules and requirements for your Listing. Any fees and charges must be clearly described in your Listing description, and you are prohibited from collecting any additional fees or charges outside the Platform unless expressly authorized by us. Furthermore, you must refrain from encouraging Guests to engage in activities outside the Platform, such as creating third-party accounts, submitting reviews, providing contact information, or taking other actions that contravene our Terms.

4. Relationship:

   1. You're an independent individual or business with the Platform, not an employee or partner. The Platform simply helps collect payments but doesn't control your services. You decide when and how to offer your services, including pricing and terms.

5. Modify your Booking:

   1. Suppliers and Guests are responsible for any Booking modifications made via the Platform. Both parties agree to pay any additional amounts, fees, or taxes associated with such modifications.

6. Cancellation and Reservation Issues:

   1. In the event of a cancellation by a Guest, the amount refunded to you is determined by the applicable cancellation policy for that Reservation. As a Supplier, it is important not to cancel on a Guest without a valid reason. Cancellation without a valid reason may result in a cancellation fee and other consequences. If a Guest experiences a Reservation issue or a Reservation is cancelled due to any extenuating circumstances, the amount you receive will be adjusted accordingly. Any refund provided to the Guest and reasonable costs incurred due to the cancellation will be deducted from your payout. If a Guest receives a refund after you have been paid, or if the refund and other costs exceed your payout, we may recover that amount from you. It is agreed that these Terms take precedence over your cancellation policy when they allow for the cancellation of a Reservation and/or the issuance of refunds to Guests. If a refund is expected, we may delay releasing any payout for that Reservation until a decision is made.

   2. In certain jurisdictions, tax regulations may require the Platform to collect and/or report tax information about you, withhold taxes from payouts to you, or both. Failure to provide sufficient documentation may result in withholding payouts until sufficient documentation is provided. We may issue invoices or similar documentation for taxes on your behalf to facilitate accurate tax reporting.

CUSTOM REQUESTS AND BIDDING PROCESS

1. Nearsite operates on a Request for Proposal (RFP) and bid model, facilitating custom requests from Guests and bids from Suppliers. Guests may submit RFP detailing their specific requirements for Accommodations, services, or experiences, and Suppliers have the opportunity to review these requests and submit bids tailored to the Guest's needs.

2. Guests Requests: Guests will submit RFPs through the Platform, outlining their preferences, requirements, and any other relevant details for their desired Accommodation, service, or experience. While Nearsite provides a Platform for communication and negotiation between Members, it is important to note that Nearsite does not act as a party to any resulting contracts or agreements between Members.

3. Supplier Bids: Suppliers registered on the Platform may review incoming RFPs and submit bids offering their services or Accommodations that align with the Guest's specifications. Bids should accurately reflect the offerings and terms outlined in the RFP. Nearsite is not responsible for the accuracy or validity of bids submitted by Suppliers, and Guests are encouraged to carefully review and evaluate bids before accepting them.

4. Bid Acceptance: Guests have the discretion to review and evaluate bids received from Suppliers. Upon selecting a bid, the Guest may accept it through the Platform, initiating the Booking process. By accepting a bid, the Guest acknowledges and agrees to the terms and conditions outlined in the bid, as well as any additional agreements agreed upon by both parties.

5. Booking Confirmation: Upon acceptance of a bid by the Guest, a binding agreement is formed between the Guest and the Supplier. The terms and conditions outlined in the bid, along with any additional agreements agreed upon by both parties, govern the Booking. Nearsite is not a party to any contracts or agreements formed between Guests and Suppliers and therefore does not assume any liability or responsibility for the performance or fulfilment of such agreements.

6. Members are expected to adhere to the Terms outlined by Nearsite, including but not limited to payment terms, cancellation policies, and code of conduct. Nearsite reserves the right to suspend or terminate the accounts of Members who violate these Terms or engage in any behaviour deemed harmful or disruptive to the Nearsite community.

USER CONTENT

1. In your use of the Platform, you may upload, post, provide, publish, display, link to, or otherwise make information necessary for the Services available via the Platform (collectively “User Content”). You grant us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate, and distribute User Content within the scope of the Platform's functionalities.

2. If User Content includes personal information, such User Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy.

3. The user acknowledges that we may or may not pre-screen User Content. However, we retain the right (but are not obligated) to pre-screen, refuse, or remove any User Content and/or products from the Platform at any time, for any reason. This includes, but is not limited to, instances where we receive claims, allegations, or complaints from third parties and/or authorities related to such User Content, or for no reason at all.

4. Your contribution to User Content is subject to the understanding that it aligns with applicable laws and regulations. Additionally, you are required to ensure that the User Content does not infringe upon the intellectual property rights of any third party. Prior to providing such User Content, you must obtain the necessary permissions, authorizations, or licenses for trademarks, copyrightable works, or any other relevant intellectual property owned or controlled by a third party.

5. You represent and warrant that you have ownership, control, and responsibility for the User Content you post or otherwise make available on our Platform, or otherwise have the right to do so. Your User Content must not be misleading or unlawful, and must not violate any of these Terms, applicable laws, and regulations, or infringe or misappropriate any rights of any person or entity. We may remove your User Content at any time, at our sole discretion, if we have a concern about your User Content.

6. Reviews: The following terms constitute “Review Policy”-

   1. Members must provide accurate and unbiased reviews after utilizing each Service, avoiding discriminatory, offensive, or defamatory language.

   2. Coercion, intimidation, or manipulation to influence reviews, including offering compensation for positive reviews or threatening consequences for negative ones, is strictly prohibited.

   3. Reviews should not be exchanged for value, such as discounts, refunds, or reciprocal reviews, and must not be used to deceive or mislead others.

   4. Reviews must be based on genuine stays and should not be used to harm competition or post biased reviews of affiliated Listings.

   5. Reviews must offer relevant information about the reviewer’s experience to assist other community members in making informed decisions.

   6. Reviews from Guests who never arrived or had to cancel due to unrelated circumstances may be removed upon request.

   7. Violations of the Review Policy may result in the removal of the review and associated content, as well as potential restrictions or suspension of the Account.

   8. You agree that local laws and regulations may impact the application of the Review Policy.

   9. Members can request the removal of a review they've written after it has been published.

PLATFORM SERVICE CHARGE

1. Fees: Nearsite may impose fees (and applicable taxes) on both Suppliers and Guests for accessing and utilizing its Platform. Any applicable fees are disclosed to the Supplier prior to Listing publication and to Guests before Booking. For detailed information on service fees, including when they apply and how they are calculated, please refer to Clause 6.2. Unless specified otherwise on the Nearsite Platform, service fees are non-refundable.

2. Service Fees:

   1. In order to facilitate seamless operations and cover essential services like round-the-clock customer support, Nearsite implements a service charge upon Booking confirmation which is as follows:

      1. Split Fee: There is an 8.0% - 12.0% Platform service fee, which will be split between the Supplier and the Guest. Please note that the Platform reserves the right to adjust the service fee from time to time at its sole discretion.

3. Payment Partner: You agree and understand that we use Stripe as a provider of payment gateway services on the Platform. You acknowledge that any payment made on the Platform shall also be subject to the terms and conditions of Stripe.

4. Payment by Guest: While we strive to facilitate smooth transactions between Suppliers and Guests, it's important to note that the Platform operates as a pass-through entity in financial matters. We are not responsible for any defaults or delays in rent payments by Guests. We act as a facilitator, not a guarantor of payments. Our role is limited to facilitating the Booking process and processing payments on behalf of Suppliers. Any issues related to rent payment defaults or delays are to be addressed directly between the Supplier and the Guest. We recommend that both parties should communicate clearly rental terms and expectations to each other, including due dates, late fees, and consequences for non-payment. A detailed booking agreement outlining these terms is crucial, any payment issues promptly and in accordance with the terms agreed upon in their Booking agreement.

5. Payment to Supplier Timeline: Payments will be disbursed one week after the Guest checks in. In cases where rent is collected monthly, disbursement to the Supplier will occur one week after the collection.

6. Offline fee: Members agree and understand that they shall not request, make, or accept a Booking or any payment outside of the Nearsite Platform to avoid paying fees, taxes, or for any other reason unless expressly authorized by us.

7. By accepting these Terms, you expressly authorize us and our payment service providers to electronically collect, process, facilitate, and remit payments, including the transaction amount, through electronic means between users on the Platform. It is essential to understand that your relationship with us is based on a principal-to-principal arrangement. By accepting these Terms, you acknowledge that the Platform operates as a medium, with no control or liability for the Services listed on our Platform and paid for through our payment facility. The Platform does not guarantee the identity of any user and does not ensure the completion of transactions between parties.

8. We affirm that the information provided by the user in this regard will be treated as confidential and will not be divulged to any third party, except as necessitated by the applicable laws, regulations, and/or processes of any government authority, and/or in connection with any judicial proceedings pertaining to legal actions, suits, and/or proceedings arising from or related to these Terms.

9. Users are authorized to use valid credit/debit cards, or any other accepted payment methods, including online banking facilities, for transactional activities on our Platform. Users are required to provide accurate and complete details of their credit/debit cards or online banking accounts. It is the user's responsibility to ensure the correctness of the information provided, and any incurred costs, expenses, losses, or damages resulting from the submission of incorrect details are solely the user's responsibility.

10. We disclaim any responsibility and liability for any loss or damage incurred by users during the utilization of available payment methods on the Platform. This includes but is not limited to, instances such as:

    1. Lack of authorization for a transaction;

    2. Exceeding the mutually agreed preset limit between the user and the respective bank;

    3. Payment issues arising from the transaction; and/or

    4. Transaction being declined due to any other reasons.

DAMAGE CLAIM POLICY

The following terms constitute “Damage Claim Policy between Members”-

1. Preferably, we would like the Supplier to work with the Guest directly. However, we reserve the right to intervene and provide assistance in resolving damage claims.

2. If the Supplier believes that damage or loss has occurred to the property during the Guest’s stay or otherwise, they can file a damage claim with the Company. The Guest is then notified and given an opportunity to respond.

3. If the Supplier and Guest cannot resolve the issue, or if a Guest fails to pay a Damage Claim, the Supplier may notify us. We will review the Damage Claim, requesting evidence from the Supplier to substantiate the claim. If we determine that the Guest is responsible for the Damage Claim, we may collect the amount from the Guest, including by charging the Guest’s payment method. We may also pursue claims for recovering Damage Claim amounts against a Guest using available legal remedies.

4. You agree to cooperate in good faith, provide any information requested by Nearsite, and take reasonable action in connection with Damage Claims or Member complaints. Any decisions made by Nearsite regarding a Damage Claim do not affect your contractual and statutory rights.

5. You agree and acknowledge that Nearsite will not be liable to pay any compensation or damages to either party in the event of property damage or loss. Further, Nearsite shall not be obligated to facilitate settlements and it shall not be personally liable for such payments.

ACCEPTABLE USE POLICY

The following terms constitute our “Acceptable Use Policy”:

1. Subject to your compliance with these Terms, including the 'Prohibited Uses' defined in Clause 8.7 below, we grant you a non-exclusive, non-transferable, revocable license to:

   1. access the Services; and

   2. download any portion of the User Content provided by you for utilizing our Services.

2. Subject to compliance with these Terms, we may offer to provide the Services, as more comprehensively described on the Platform. These Services, selected by you, are intended solely for your own use and are not to be used or exploited for the benefit of any third party.

3. The provision of Services will be carried out on a best-efforts basis. We do not provide any warranties for the continuous availability or the accuracy of any User Content.

4. We explicitly disclaim any responsibility for any harm resulting from the use, viewing, or downloading of any User Content from the Platform. If you choose to access or use any User Content, it is your responsibility to take necessary precautions to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. You acknowledge and agree that we shall not be liable for any damages that may arise from your use of the User Content on the Platform.

5. You agree to be polite and respectful when you communicate or interact with others on the Platform or otherwise.

6. You agree to not encourage Guests to open an Account, leave a review, or otherwise interact, with a third-party website, application, or service before, during or after a Reservation, unless authorized by us.

7. Prohibited Uses:

   1. While using the Platform, users consent to abstain from activities that contravene these Terms, encompassing fraudulent acts, spamming, hacking, and any actions that could disrupt the operations of the Platform.

   2. While using the Platform users are strictly prohibited from assuming the identity of others, utilizing counterfeit accounts, or indulging in any conduct that may falsely represent their identity.

   3. You are prohibited from downloading any material from our Platform or saving any such material to your computer without our express permission.

   4. You shall not edit or otherwise modify any material on our Platform unless you own or control the relevant rights in the material.

   5. You are also expressly prohibited from:

      1. Republishing or redistributing material from our Platform;

      2. Selling, renting, or sub-licensing material from our Platform;

      3. Showing any material from our Platform in public; or

      4. Exploiting material from our Platform for a commercial purpose.

   6. You are prohibited from probing, scanning, or testing the vulnerability of our Platform without our permission.

   7. You are prohibited from using our Platform to copy, store, host, transmit, send, use, publish, or distribute any material that consists of or is linked to any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software.

   8. You are prohibited from decrypting or deciphering any communications sent by or to our Platform without our permission.

   9. You shall not conduct any systematic or automated data collection activities, which include without limitation scraping, data mining, data extraction, and data harvesting on or in relation to our Platform without our express written consent.

   10. You shall not use our Platform except by means of our public interfaces.

   11. You shall not use data collected from our Platform for any direct marketing activity, including without limitation email marketing, SMS marketing, telemarketing, and direct mailing.

   12. You must not do anything that interferes with the normal use of our Platform.

   13. Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

   14. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

As a user of the Platform, you agree not to:

1. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

2. Circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Platform and Services and/or the Content contained therein.

3. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services. Use any information obtained from the Platform in order to harass, abuse, or harm another person.

4. Make improper use of our Platform and/or Services or submit false reports of abuse or misconduct.

5. Use the Services in a manner inconsistent with any applicable laws or regulations.

6. Engage in unauthorized framing of or linking to the Services.

7. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform and/or Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform and/or Services.

8. Attempt to impersonate another user or person or use the username of another user.

9. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ('gifs'), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as 'spyware' or 'passive collection mechanisms' or 'pcms').

10. Interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform.

11. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.

12. Attempt to bypass any measures of the Platform and/or Services designed to prevent or restrict access to the Platform and/or Services, or any portion of the Platform and/or Services.

13. Copy or adapt the Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

14. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform and Services.

15. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or use or launch any unauthorized script or other software.

16. Make any unauthorized use of the Platform and/or Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited emails, or creating User Account(s) by automated means or under false pretences.

USER REPRESENTATIONS

By using the Platform, you represent and warrant that:

1. all the information you submit will be true, accurate, current, and complete;

2. you will maintain the accuracy of such information and promptly update such information as necessary;

3. you have the legal capacity and you agree to comply with these Terms;

4. Your use of the Platform shall be solely for your own purposes and you shall not authorise others to use your Account;

5. If you register on our Platform as the representative of any entity, you represent that you are authorized to act on behalf of such entity and that such entity shall be bound to comply with these Terms upon your acceptance of these Terms;

6. you are not a minor in the jurisdiction in which you reside and you are responsible for adhering to your country's laws when accessing our Platform and utilizing our Services, given that the Company is located within the United States;

7. you will not access the Platform through automated or non-human means, whether through a bot, script, or otherwise;

8. you will not use the Platform for any illegal or unauthorized purpose; and

9. your use of the Platform will not violate any applicable law or regulation.

PROFANITY POLICY

1. At Nearsite, we strive to maintain a respectful and inclusive community for all our Members. We expect all interactions on our Platform to be conducted with professionalism and courtesy. The use of profanity or offensive language, including but not limited to hate speech, discriminatory remarks, threats, or harassment, is strictly prohibited.

2. Members are required to refrain from using profanity in any form of communication, including Listing descriptions, reviews, messages, or public forums on the Platform. This includes written text, images, and any other content shared on our Platform.

3. Any member found violating this policy may face disciplinary action, including but not limited to the removal of offensive content, temporary or permanent suspension of account privileges, or termination of their Account.

4. Nearsite reserves the right to take appropriate action against any Member who violates this policy, as determined in our sole discretion. We encourage our Members to report any instances of profanity or offensive language they encounter on the Platform to our support team for review and action.

EMAIL ABUSE AND THREAT POLICY

1. Private communication, including email correspondence, conducted by Members is not directly regulated by us. We strongly encourage our Members to maintain a professional, courteous, and respectful tone when communicating via email. While we generally do not intervene in private communications, we will thoroughly investigate and take appropriate action against certain types of unwanted emails that violate any or all of our policies.

2. One such violation includes without limitation, spoof (fake) emails. It is essential to note that we will never request sensitive information from you through email. If you ever receive a spoof email claiming to be from us and asking for sensitive information, we urge you to promptly report it to us on info@thenearsite.comfor further investigation and necessary action.

INTELLECTUAL PROPERTY RIGHTS

1. The Platform, Services and all rights therein are and shall remain the property of the Company or its licensors. Neither these Terms nor your use of the Platform and Services convey or grant to you any rights: (i) in or related to the Platform and Services except for the limited license granted above; or (ii) to use or reference in any manner the Company’s company names, logos, product and service names, trademarks, or service marks, or those of the Company’s licensors.

2. Subject to the provisions of these Terms, we grant users a limited, non-exclusive, non-transferable license to access and use our Platform strictly for its intended purposes. This license explicitly does not confer any ownership rights to users, and any unauthorized use constitutes a material breach of these Terms.

3. All copyright and other intellectual property rights in the material on our Platform are reserved.

4. By submitting any User Content on our Platform, you grant us a worldwide, royalty-free, perpetual, irrevocable, and sublicensable right to use, reproduce, modify, adapt, publish, translate, distribute, perform, and display such User Content.

5. We respect the intellectual property rights of others, and users are expected to do the same. Uploading, posting, or otherwise transmitting any content that infringes on the Company's or any third party’s intellectual property rights is strictly prohibited. We reserve the right to promptly remove any infringing content.

6. You shall not reproduce, modify, create derivative works, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Platform and/or Services except as expressly permitted by the Company.

LINKS TO THE THIRD-PARTY SITES

1. We may provide links to third-party sites on our Platform as a convenience to user(s). You hereby acknowledge that when you access third-party sites, you do so at your own risk.

   1. You understand that external sites are beyond our control, and we are not accountable for the content, functionality, accuracy, legality, appropriateness, or any other aspect of such external websites or resources. The inclusion of any link does not imply endorsement or sponsorship by us or any association with its operators.

   2. We may provide access to services from external or third-party service providers, seamlessly integrated into our Platform. Users acknowledge and agree that any issues or non-performance of such services will be addressed on a best-effort basis, subject to the pass-through obligations as agreed with the external/third-party service providers.

   3. Users are advised to exercise caution when navigating external sites and using integrated services and carefully review the terms and conditions and privacy policies of all off-website pages and other websites that they visit.

   4. We reserve the right to modify or remove links to third-party sites and services at any time without notice. Continued use of our Platform constitutes acceptance of any modifications to the links provided.

   5. Users acknowledge that we collaborate with external or third-party service providers to enhance the user experience. Any collaborative efforts aim to improve services but are subject to the terms and conditions agreed upon with the respective service providers.

   6. Users may be notified when they are leaving our Platform and redirected to access a third-party site or service. Additionally, we are not responsible for any content, advertisements, products, or other materials available on external sites or through integrated services.

AVAILABILITY OF THE PLATFORM

1. While we do our best to keep the Platform up and running all the time, we can't promise it will always be perfect. Sometimes, there might be interruptions, delays, or errors, or the Platform might not be free of viruses. If there are any problems, we'll try our best to fix them as soon as possible.

2. You need internet to use the Platform, and you'll have to cover the costs for that. We won't be responsible for those costs.

3. The Platform might not work with every device or software out there, and sometimes we'll need to update it, which might make some parts temporarily unavailable.

4. We're not liable for any business losses or other indirect losses you might experience while using the Platform.

5. You're responsible for having the proper internet connection and devices to use our Services. If you use wireless devices, you might have to pay extra fees to your mobile network. And while we try to make sure our Services work on most devices, we can't guarantee they'll work perfectly on every single one.

LICENSE FOR PLATFORM ACCESS

PRIVACY POLICY

TERMINATION

1. These legal Terms shall remain in full force and effect while you use the Platform and/or Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES AND/OR PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

2. If we terminate or suspend your Account for any reason, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

3. Users have the liberty to terminate their Accounts whenever they wish by adhering to the instructions that are clearly outlined on the Platform.

4. If you are a Supplier and terminate your Account, any confirmed Booking(s) will be automatically cancelled and your Guests will receive a full refund. If you terminate your Account as a Guest, any confirmed Booking(s) will be automatically cancelled and any refund will depend upon the terms of the Reservation’s cancellation policy. When this agreement has been terminated, you are not entitled to a restoration of your Account or any of your User Content. If your access to or use of the Platform has been limited, or your Account has been suspended, or this agreement has been terminated by us, you may not register a new Account or access or use the Platform through an account of another Member.

5. Clauses including Indemnity, Disclaimer, and Limitation of Liability shall survive termination of these Terms.

MODIFICATIONS AND INTERRUPTIONS

DISCLAIMER

LIMITATION OF LIABILITY

1. We bear no responsibility for any secondary, resultant, or incidental harm that may occur due to the utilization or inability to utilize the Platform and/or Services.

2. In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the Platform and/or Services, even if we have been advised of the possibility of such damages.

3. We shall not be liable for:

   1. Unsuccessful transactions, delays, or financial losses due to events beyond our control or third-party services;

   2. The Platform not meeting individual requirements, containing defects, or causing damage due to cyber attacks or other breaches beyond our control;

   3. Internet transmissions not being entirely private or secure; messages may be read by others; and/or

   4. Under various legal theories, we shall not be liable for loss of profits, revenue, goodwill, or any indirect or consequential damages arising from the use of the Platform and/or Services. Users should be aware of potential risks in internet transmissions.

INDEMNIFICATION

DISPUTE RESOLUTION AND GOVERNING LAW

1. These Terms shall be construed in accordance with the applicable laws of the state of New Jersey, United States.

2. If any dispute or claim arises from or in connection with (i) these Terms, (ii) your access to or use of our Platform and/or Services, the relevant parties shall resolve the dispute through amicable negotiations.

3. In the event that the dispute is not resolved through amicable negotiations, you agree to submit the dispute to the American Arbitration Association (“AAA”) for determination. The arbitral proceedings shall be conducted in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the “AAA Rules”) then in effect.

MISCELLANEOUS

1. Interpreting these Terms. Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms constitute the entire agreement between Nearsite and you pertaining to your access to or use of our Platform and supersede any and all prior oral or written understandings or agreements between Nearsite and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Nearsite. If any provision of these Terms is held to be invalid or unenforceable, except as otherwise indicated in Clause 23.5 below, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

2. No Waiver. Nearsite’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 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 permitted under law.

3. Assignment. You may not assign, transfer, or delegate this agreement or your rights and obligations hereunder without Nearsite's prior written consent. Nearsite may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 7 days’ prior notice. Your right to terminate this agreement at any time under Clause 17 remains unaffected.

4. Notice. Unless specified otherwise, any notices or other communications to Members permitted or required under these Terms, will be provided electronically and given by Nearsite via email, Nearsite Platform notification, messaging service, or any other contact method we enable you to provide.

5. Force Majeure. Nearsite shall not be liable for any delay or failure to perform resulting from abnormal and unforeseeable circumstances outside its reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

6. Emails and SMS. You will receive administrative communications from us using the email address or other contact information you provide for your Nearsite Account. You may also receive promotional emails from us. No fee is charged for these promotional emails, but third-party data rates could apply. You can control whether you receive promotional emails using the notification preferences in your Account settings.

7. Contact Us. If you have any questions about these Terms please email us.

   info@thenearsite.com