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Terms of Service

Last updated on December 31, 2019.

Please read these Terms of Service carefully as they contain important information about Members’ legal rights, remedies and obligations. By using the Placeholder Service, Members agree to comply with and be bound by these Terms.

These Terms constitute a legally binding agreement between a Member and Placeholder governing the use of the Placeholder Service. Other policies applicable to Members’ use of the Placeholder Service are incorporated by reference into this Agreement.

The collection and use of personal information in connection with Members’ access to and use of the Placeholder Service is described in the Privacy Policy.

Hosts alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to its Listings and Host Services. Hosts alone are responsible for identifying and obtaining any required licenses, permits, or registrations for any Host Services it offers. Certain types of Host Services may be prohibited altogether. Penalties may include fines or other enforcement. If Hosts have questions about how any restrictions or local laws may apply to its Listings and Host Services on the Placeholder Service, Hosts should always seek legal guidance.

Please contact Placeholder with any questions at info@tryplaceholder.com.

Table of Contents

1. Definitions

2. Scope of Placeholder Services

3. Authority, Using the Placeholder Service, Member Verification

4. Modification of these Terms

5. Service Fees

6. Account Registration

7. Listings

8. Bookings

9. License Terms

10. Damage Claims

11. Taxes

12. Payment Services

13. Appointment of Placeholder as a Limited Agent

14. General Financial Terms

15. Financial Terms for the Host

16. Financial Terms for the Guest

17. Prohibited Activities

18. Term and Termination, Suspension and other Measures

19. Disclaimers

20. Liability

21. Indemnification

22. Force Majeure

23. Dispute Resolution and Arbitration

24. General Provisions.

1. Definitions

In this Agreement, the following terms have the meanings set out below:

“Agreement” means these Terms of Service constituting a legally binding agreement between a Member and Placeholder.

“Booking” means a confirmed reservation of a Host Service by a Guest through the Placeholder Service.

“Booking Date” means the date that a Booking is confirmed through the Placeholder Service.

“Booking Modifications” means any modifications to a Booking made by a Member or that Placeholder has been directed to make by a Member.

“Booking Request” means a requested reservation of a Host Service by a Guest to a Host through the Placeholder Service.

“Booking Term” means the period of the License created by a Booking, beginning upon the Start Date and ending upon the End Date.

“Building” means the building in which a Place is located and a Host Service is provided.

“Cancellation” means the choice made by a Host or a Guest to cancel a Booking and declare an End Date.

“Cancellation Policy” means the policy that describes how Hosts and Guests can cancel a Booking. More information can be found on the Cancellation Policy page.

“Commitment Term” means the period of a License during which a Guest cannot cancel a Booking and receive a full refund of amounts paid, in accordance with this Agreement and the Cancellation Policy.

“Common Areas” means portions of a Building designed for common use of tenants and others.

“Confidential Information” means any non-public information that is designated as confidential or proprietary, that the receiving party knew or reasonably should have known was confidential or proprietary, or that derives independent value from not being generally known to the public.

“Damage Claim” means the claim and evidence submitted to Placeholder by a Host showing that a Guest has damaged a Place or any Host Personal Property.

“Dispute” means any dispute or controversy between a Member and Placeholder, including any dispute or controversy arising out of or relating to this Agreement or the Placeholder Service, any Placeholder Policies, any interactions or transactions between a Member and Placeholder, or in respect of any legal relationship associated with or derived from this Agreement, including the validity, existence, breach, termination, construction, application or enforceability, or the rights, duties or obligations of a Member or Placeholder.

“End Date” means the expiration date of a License (i) as defined in a Booking, or (ii) as declared by a Host or a Guest when a Booking is cancelled.

“Guest” means a Member using Host Services.

“Guest Fee” means the fee charged to a Guest by Placeholder in consideration for use of the Placeholder Service. More information can be found on the Service Fees page.

“Host” means a Member who offers Host Services.

“Host Area” means the space leased or owned by a Host in which Host Services are provided.

“Host Fee” means the fee charged to a Host by Placeholder in consideration for use of the Placeholder Service. More information can be found on the Service Fees page.

“Host Personal Property” means any furnishings, equipment or other personal property located in, on or around a Place, the Shared Facilities, the Host Area or the Common Areas which is not owned by the Guest or its Users.

“House Rules” means any and all additional terms, conditions and policies provided by a Host in a Listing relating to the use of a Host Service, including but not limited to building security procedures, IT access and use procedures, maximum occupancy limitations and other terms or procedures.

“Host Service” means a service provided by a Host, which may include the offering of office space or other properties for use and a variety of other office and non-office related services.

“Initial Payment” means an amount equal to the sum of (i) the Security Deposit; (ii) the Setup Fee; (iii) any applicable Service Fees; and (iv) any applicable Taxes. PlaceHolder may, in its sole discretion, also collect the Place Fee and Taxes for the first full calendar month of a Booking Term or a pro-rated portion of the Place Fee and Taxes for the first partial month of a Booking Term (if the Start Date is after the first calendar day of the month) in the Initial Payment.

“License” means a limited and non-transferrable license granted to a Guest by a Host to enter and occupy a Place and use a Host Service for the duration of a Booking Term.

“List Fee” means the amount that a Host receives for providing a Host Service as set by a Host in a Listing as of the Booking Date.

“Listing” means a Host Service published on the Placeholder Service.

“Maximum Occupancy” means the maximum number of Users permitted in a Place as set by a Host in a Listing.

“Member” means a registered user of the Placeholder Service and a party to this Agreement.

“Overstay” means a situation in which a Guest stays uses a Host Service or occupies a Place past the End Date.

“Overstay Fees” means an amount equal to the greater of (i) $2,500 or (ii) two times the Place Fee, plus (iii) all applicable Service Fees, Taxes and any legal expenses incurred by a Host to force a Guest to leave a Place.

“Payment Method” means a financial instrument added to a Placeholder Account, such as a credit card, debit card, or PayPal account.

“Payment Services” means payment collection services, payments and Payouts, in connection with and through the Placeholder Service and provided by Placeholder to Members.

“Payout” means a payment initiated by Placeholder to a Member for services performed in connection with the Placeholder Service.

“Place” means the area in a Building in which a Host Service is provided.

“Place Fee” means the amount that a Guest pays for receiving a Host Service as set by PlaceHolder in a Listing as of the Booking Date. The Place Fee of a Booking is the sum of (i) the List Fee as set by the Host, and (ii) the Guest Fee.

“Placeholder” means Placeholder Canada Inc., a Canadian corporation.

“Placeholder Account” means an account registered by a Member to use the Placeholder Service.

“Placeholder General Email” means info@tryplaceholder.com.

“Placeholder Policies” means all policies used by Placeholder in conjunction with this Agreement that are found on the Placeholder website.

“Placeholder Service” means the marketplace operated by Placeholder that enables Hosts to publish Host Services as Listings and to communicate and transact directly with Guests that are seeking to book such Host Services.

“Pre-Inspection Report” means a report containing a written description and photographs of a Place in its condition before being occupied by a Guest.

“Privacy Policy” means that describes how Placeholder collects, uses, processes, and discloses Member information, including personal information, in conjunction with access to and use of the Placeholder Service. More information can be found on the Privacy Policy page.

“Providing Member” means a Member collecting payment for services provided via the Placeholder Service, including Host Services and any other transactions facilitated through the Placeholder Service.

“Purchasing Member” means a Member purchasing services provided via the Placeholder Service, such as Host Services.

“Security Deposit” means an amount equal to the Place Fee stated on a Listing, plus any applicable Taxes, that will be collected by Placeholder from the Guest on behalf of a Host and held for the benefit of the Guest and the Host during the Booking Term pursuant to this Agreement.

“Service Fees” means collectively Host Fees and Guest Fees. More information can be found on the Service Fees page.

“Setup Fee” means the fee charged to a Guest to prepare the Place for the use of the Host Service.

“Shared Facilities” means any shared conference rooms, office equipment, and kitchenettes in a Building.

“Start Date” means the first date of a License Term and the first date a Host Service is provided in a Place as specified by a Booking.

“Tax Authority” means any appropriate governmental agency, department or authority with jurisdiction over where a Host Service is provided.

“Taxes” means any applicable taxes collected by Placeholder on a Host’s behalf.

“Terms” means these Terms of Service.

“Third-Party Services” means third-party websites or resources that may be used by the Placeholder Service.

“Total Booking Value” means the sum of all Place Fees and Taxes paid by the Guest during the Commitment Term, if defined in the Booking.

“Total Fees” means all applicable fees for a Booking, including the Place Fee, Setup Fee, Security Deposit, Service Fee, and any applicable Taxes.

“Users” means a Guest’s or Host’s employees, agents, guests, invitees, contractors or subcontractors.

2. Scope of Placeholder Services

2.1. The Placeholder Service is a marketplace that enables Hosts to publish Host Services as Listings and to communicate and transact directly with Guests that are seeking to book such Host Services.

2.2. As the provider of the Placeholder Service, Placeholder does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Host Services. Hosts alone are responsible for its Listings and Host Services. When a Member makes or accepts a Booking, it is entering into a contract directly between another Member to which Placeholder is not a party. Placeholder is not and does not become a party to or other participant in any contractual relationship between Members, nor is Placeholder a real estate broker or insurer. Placeholder is not acting as an agent in any capacity for any Member, except as specified and to the extent expressly set out in this Agreement.

2.3. While Placeholder may help facilitate the resolution of disputes in accordance with this Agreement, Placeholder has no control over and does not guarantee, represent or warrant (i) the existence, quality, safety, suitability, or legality of any Listings or Host Services, (ii) the truth or accuracy of any Listing descriptions, or (iii) the performance or conduct of any Member or third party. Placeholder does not endorse any Member, Listing or Host Service. Any references to a Member being “verified” (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Placeholder about any Member, including the Member’s identity or background or whether the Member is trustworthy, safe or suitable. Members should always exercise due diligence and care when deciding whether to use a Host Service, accept a Booking Request from a Guest, or communicate and interact with other Members, whether online or in person. Images in a Listing are intended only to indicate a photographic representation of a Place at the time the photograph was taken and do not represent an endorsement by Placeholder respecting any Host or Listing.

2.4. A Host’s relationship with Placeholder is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Placeholder for any reason, and a Host acts exclusively on its own behalf and for its own benefit, and not on behalf, or for the benefit, of Placeholder. Placeholder does not, and shall not be deemed to, direct or control a Host generally or in its performance under this Agreement specifically, including in connection with a Host’s provision of Host Services. A Host hereby acknowledges and agrees that it has complete discretion whether to list Host Services or otherwise engage in other business or employment activities.

3. Authority, Using the Placeholder Service, Member Verification

3.1. A Member must be at least 18 years old and able to enter into legally binding contracts in the applicable jurisdiction to access and use the Placeholder Service or register a Placeholder Account. By using the Placeholder Service, the Member represents and warrants that it is 18 or older and has the legal capacity and authority to enter into a contract in the applicable jurisdiction.

3.2. If the Member is entering into this Agreement on behalf of another entity or organization, the Member represents and warrants that (i) the Member is authorized to bind that entity or organization to this Agreement; and (ii) the entity on behalf of which the Member is entering into this Agreement is a duly formed entity existing in good standing in each of the jurisdictions in which the entity transacts business.

3.3. The Member represents and warrants that: (i) it has all requisite power, authority, capacity, rights, and licenses to enter into and perform this Agreement and to carry out the transactions contemplated herein; (ii) this Agreement constitutes legal, valid, and binding obligations, enforceable against it in accordance with its terms; (iii) the execution, delivery, and performance of this Agreement shall not result in a breach or violation of, or constitute a default under, any material agreement, lease, or instrument to which the Member is a party or by which its properties may be bound or affected; (iv) no suit, action, arbitration, or other legal or administrative proceeding is pending, or to its knowledge has been threatened, against the Member that would affect the validity or enforceability of this Agreement.

3.4. Placeholder may make access to and use of the Placeholder Service, or certain features of the Placeholder Service, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, or the Member’s Booking and Cancellation history.

3.5. Placeholder does not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, Placeholder may, but has no obligation to (i) ask a Member to provide a form of government identification or other information or undertake additional checks designed to help verify the identity or background of a Member; (ii) screen a Member against third party databases or other sources and request reports from service providers; or (iii) where Placeholder has sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in the applicable jurisdiction, if available.

3.6. The use of the Placeholder Service may be subject to separate policies, standards or guidelines, or may require that the Member accepts additional terms and conditions. If there is a conflict between this Agreement and terms and conditions applicable to a specific feature of the Placeholder Service, the latter terms and conditions will, unless specified otherwise, have priority with respect to the Member’s use of that feature.

4. Modification of these Terms

4.1. Placeholder reserves the right to modify these Terms at any time in accordance with this provision. If Placeholder makes changes to these Terms that PlaceHolder, in its sole discretion, considers material, the revised Terms will be emailed to the Member. Placeholder will also provide Members with notice of the modifications by email at least thirty (30) days before the date the revised Terms become effective. If a Member disagrees with the revised Terms, it may terminate this Agreement with immediate effect. Placeholder will inform a Member about its right to terminate the Agreement in the notification email. If a Member does not terminate this Agreement before the date the revised Terms become effective, its continued access to or use of the Placeholder Service will constitute acceptance of the revised Terms.

5. Service Fees

5.1. Placeholder may charge Service Fees to a Member in consideration for its use of the Placeholder Service. More information can be found on the Service Fees page.

5.2. Any applicable Service Fees (including any applicable Taxes) will be communicated to a Host prior to publishing a Listing and communicated to a Guest prior to submitting a Booking Request. Placeholder reserves the right to change the Service Fees at any time and will provide the Member with thirty (30) days’ notice before they become effective.

5.3. The Member is responsible for paying any Service Fees that are owed to Placeholder. The applicable Service Fees (including any applicable Taxes) are collected by Placeholder. Placeholder will deduct any Host Fees from the List Fee before remitting the payout to the Host. Any Service Fees are included in the Total Fees collected by Placeholder. Except as otherwise provided in this Agreement, Service Fees are non-refundable.

6. Account Registration

6.1. Members must register a Placeholder Account to access and use certain features of the Placeholder Service, such as publishing or booking a Listing.

6.2. A Member can register a Placeholder Account by completing the Placeholder Account Registration Form found on the Placeholder website. The Member must provide accurate, current and complete information during the registration process and keep its Placeholder Account information up-to-date at all times by immediately notifying Placeholder of any changes.

6.3. The Member may not register more than one (1) Placeholder Account unless Placeholder authorizes it to do so. The Member may not assign or otherwise transfer its Placeholder Account to any other party.

7. Listings

7.1. When creating a Listing through the Placeholder Service, the Host must (i) provide complete and accurate information about its Host Service and Place (such as listing description, location, and calendar availability), (ii) disclose any deficiencies and restrictions in the House Rules, and (iii) provide any other pertinent information requested by Placeholder. The Host is responsible for keeping its Listing information (including calendar availability) up-to-date at all times by immediately notifying Placeholder of any changes.

7.2. The Host is solely responsible for setting the List Fee (including any Taxes if applicable) for its Listing. Once a Guest makes a Booking Request, the Host may not request that the Guest pays a higher List Fee than the amount stated in the Listing at the time the Booking Request was made.

7.3. Any terms and conditions included in a Listing must not conflict with these Terms.

7.4. Images used in a Listing must accurately reflect the quality and condition of the Place, the Host Personal Property, the Shared Facilities, the Host Area and the Common Areas. Placeholder reserves the right to require that Listings have a minimum number of images of a certain format, size and resolution.

7.5. When a Host accepts a Booking Request by a Guest, the Host enters into a legally binding agreement with the Guest and is required to provide the Host Service to the Guest as described in the Listing when the Booking Request is made. The Host agrees to pay the applicable Host Fee and any applicable Taxes for any Bookings in connection with its Placeholder Account.

7.6. The Host represents and warrants that any Listings posted and the booking of, or a Guest’s use of, a Host Service and Place will (i) not breach any agreements the Host has entered into with any third parties, including but not limited to Agreements in relation to property management, leases, subleases, or other agreements, and (ii) comply with all applicable laws (such as zoning laws), taxes, and other rules and regulations (including having all required permits, licenses and registrations). The Host represents and warrants that any Host Service or Place it offers in a Listing hereunder are free of any known conditions or defects that would pose a hazard to or risk the safety of any Guest or its Users. The Host is responsible for its own acts and omissions and is also responsible for the acts and omissions of its employees or any other individuals who are otherwise present at the Place at the Host’s request or invitation, excluding the Guest and its Users.

8. Bookings

8.1. Subject to meeting any additional requirements (such as completing any verification processes) set by Placeholder or the Host, a Guest can book a Listing available on the Placeholder Service by submitting a Booking Request to a Host. All applicable fees, including the Place Fee, Setup Fee, Security Deposit and any applicable Taxes will be presented to the Guest prior to creating a Booking Request. The Guest agrees to pay the Total Fees for any Booking in connection with its Placeholder Account.

8.2. Upon the date that a Booking Request is accepted by the Host, a Booking is created and a legally binding agreement is formed between the Guest and the Host, subject to any additional terms and conditions of the Host that apply, including any rules and restrictions specified in the Listing.

8.3. In certain circumstances, Placeholder may decide, in its sole discretion, that it is necessary to cancel a Booking and make appropriate refund and payout decisions.

8.4. If the Guest cancels a Booking or Placeholder decides that it is necessary to cancel a Booking, and Placeholder issues a refund to the Guest in accordance with this Agreement, the Host agrees that in the event it has already been paid, Placeholder will be entitled to recover the amount of any such refund from the Host, including by subtracting such refund amount out from any future Payouts due to the Host.

8.5. The Member is responsible for any Booking Modifications and agrees to pay any additional Place Fees, Setup Fees, Service Fees or Taxes associated with such Booking Modifications.

9. License Terms

9.1. License. Subject to the terms and conditions of this Agreement, a Booking creates a limited and non-transferrable License granted to a Guest by a Host to enter and occupy a Place and use a Host Service for the duration of the Booking Term and the Guest accepts such License.

9.2. Term. Upon the Start Date, the License shall be effective until the end of the Commitment Term, if defined in the Booking, or thirty (30) days after the Start Date, if no Commitment Term is defined in the Booking, upon which the License will automatically and continuously renew for subsequent thirty (30) day terms until such time when the Member or Placeholder cancels the Booking and declares an End Date in accordance with this Agreement. There will be no additional Setup Fee for Licenses that renew.

9.3. List Fee Changes. The List Fee cannot be changed by the Host during the Commitment Term. If the Host chooses to change the List Fee after the end of the Commitment Term, the Host shall provide the Guest and Placeholder with sixty (60) days’ written notice of such change. Changes to the List Fee will take effect upon the beginning of the next full month sixty (60) days after the written notice was provided.

9.4. Payment. Upon the Booking Date, the Initial Payment is immediately due and payable by the Guest. During the Booking Term, the Total Fees are due and payable by the Guest monthly on the day shown on the Booking Confirmation and will be automatically debited using the Guest’s Payment Method. All payments required under the Booking must be made directly to Placeholder in accordance with this Agreement. The Guest shall not make any payments directly to the Host, the Host’s landlord, or any other third party.

9.5.Compliance. During the Term, the Guest agrees to accept the House Rules provided by the Host in the Listing. The House Rules may be revised and amended by the Host without the prior consent of the Guest, provided that the Host shall provide the Guest and Placeholder with sixty (60) days’ written notice of such revisions or amendments. The Guest is required to ensure its Users are aware of and agree to this Agreement and the House Rules. The Guest shall abide by and cause its Users to abide by this Agreement and the House Rules.

9.6. Host Responsibilities. The Host is solely responsible for maintaining the Place in safe condition and in compliance with all applicable laws, regulations and ordinances and any applicable building requirements. The Host is solely responsible for ensuring that the Place is clean and ready to use at the start of each Booking Term. The Host is solely responsible for ensuring that the Booking does not violate any lease or other agreements relating to Place or any building policies

9.7. Delivery. The Guest will be entitled to begin using the Host Service in the Place on the Start Date and time as defined in the Booking. The Place is accepted by the Guest in its “as is” “where is” condition and configuration, and the Host Service is accepted by the Guest “as is” without warranty of any kind from the Host, either express or implied. If, for any reason, the Host is unable to provide the Host Service upon the anticipated Start Date, the Guest and the Host agree that the Booking Term shall be automatically postponed until the Host Service becomes available. The Host’s failure to provide the Host Service shall not subject the Host to any liability for loss or damage, nor shall it affect the validity of the License. If the Host does not provide the Host Service within five (5) business days after the Start Date as defined in the Booking, the Guest shall have the right to cancel the Booking with no penalty and be entitled to a full refund of amounts paid in connection with the Booking and the Host Fees will not be refunded to the Host.

9.8. Restrictions. The Guest agrees not to exceed the Maximum Occupancy of the Place as defined in the Booking. The Guest shall not use the Host Service or Place to carry out any illegal activities or use the Host Service in violation of any applicable law, the House Rules, or for any immoral, unlawful, or objectionable purposes. The Guest shall not use or permit the usage of any illegal drug or substance in the Place or in the Building and shall not make or permit any unreasonable or unnecessary noises or odors in or upon the Place or the Building. The Guest shall not commit, or suffer to be committed, any waste upon the Place or any nuisance (public or private) or other act or thing of any kind or nature whatsoever that may disturb the quiet enjoyment or cause unreasonable annoyance of any other occupants in the Building. The Guest shall not make alterations, additions or improvements to the Place, including the installation of lighting or any phone or data lines, without prior written approval from the Host. The Guest shall not generate, store, install, dispose of or otherwise handle any hazardous materials in the Place, or in or around the Building, in any manner contrary to any applicable law. The Guest shall be liable for the costs of any removal, clean-up or remediation of any hazardous materials released by the Guest or its Users. The Guest shall not bring any weapons of any kind into the Place or the Building.

9.9. Repairs. The Guest agrees that the Host, the Host’s authorized representatives, or the Host’s landlord may enter the Place at any time and such access rights shall not give rise to any decrease or abatement of Place Fees, Setup Fees, Service Fees, or Taxes. Unless there is an emergency, the Host shall inform the Guest forty-eight (48) hours in advance of when access to the Place is needed to carry out testing, repair or work other than routine inspection, cleaning and maintenance. Repair work shall be done solely at the discretion of the Host or the Host’s landlord. Failure, for any reason, of the Host or the Host’s landlord to furnish any maintenance or repairs shall not render the Host or the Host’s landlord liable to the Guest, constitute a constructive eviction, or give rise to a refund or abatement of Place Fees, Setup Fees, Service Fees, or Taxes.

9.10. Liens. The Guest shall not cause or permit any lien to be placed on the Place, the Building or the land underlying the Building. If any such lien is not discharged by the Guest within ten (10) business days of the Guest becoming aware of such lien, the Guest shall be considered in default of the License.

9.11. Pre-Inspection Report. Within five (5) business days of the Start Date, if deemed necessary by the Host, the Host may prepare a Pre-Inspection Report and provide copies to Placeholder and the Guest. If the Guest has concerns regarding the accuracy of the Pre-Inspection Report, the Guest shall notify the Host and Placeholder immediately of its concerns and the Pre-Inspection Report may be adjusted by the Host, as required. The Pre-Inspection Report may be used by Placeholder, in its sole discretion, in connection with any Damage Claims, if applicable.

9.12. Damage. The Guest is responsible for any damage it or its Users cause to the Place or any Host Personal Property beyond normal wear and tear. If any damage beyond normal wear and tear to the Place or any Host Personal Property should occur while in the Guest’s care, custody or control, the Guest agrees to pay reasonable repair or replacement costs and to notify the Host and Placeholder immediately upon discovery of such damage occurring.

9.13. Good Care. The Guest must take good care of and not damage, waste or make any changes to the Place, the Host Personal Property, the Host Area, the Shared Facilities, the Common Areas or the Building. The Guest shall not alter, add, replace, remove or damage any furnishings, equipment or other personal property located in, on or around the Place, the Shared Facilities, the Host Area or the Common Areas which is not owned by the Guest or its Users. At the expiration or earlier termination of the License, the Guest must deliver the Place and all Host Personal Property to the Host in good condition, normal wear and tear excepted. The Guest is liable for any damage caused by the Guest or its Users to the Place, the Shared Facilities, the Common Areas, the Host Personal Property or the Building. The Guest disclaims and waives all warranties with respect to the Host Personal Property, both express and implied, including but not limited to, warranties of merchantability and fitness for a particular purpose.

9.14. Shared Facilities. If available at the Building, the Guest may have access to and non-exclusive use of the Shared Facilities located near the Place on a first-come, first-served basis as, and to the extent described in the House Rules. The Host may make changes to the Shared Facilities from time to time during the Booking Term including, without limitation, removal of all or portions of the Shared Facilities without the prior consent of the Guest, provided that the Host shall provide the Guest and Placeholder with sixty (60) days’ written notice of such changes.

9.15. Common Areas. If available at the Building, the Guest may have access to and non-exclusive use of the Common Areas to the extent described in the House Rules. The Common Areas may be changed, relocated, altered, eliminated or otherwise modified at any time during the Booking Term without the consent of, or notice to, the Guest.

9.16. Keys and Security. Any keys or entry cards for the Place or the Building, which the Host allows the Guest to use, remain the Host’s property at all times. The Guest shall not make any copies of keys or entry cards or allow any other party to use keys or entry cards without the Host’s consent, which may be arbitrarily withheld. Any loss of keys or entry cards must be reported to the Host immediately, and the Guest must pay the cost of replacement keys, cards, or changing locks, if required by the Host. The Guest shall not place any additional locks or bolts of any kind upon any of the doors or windows of the Place or Building, nor make any changes to existing locks or the mechanisms thereof, without prior written approval from the Host.

9.17. Name and Address. The Guest may only conduct business in its name. The Guest shall not put up any signs on the doors to the Place, the Building, or anywhere else, which are visible from outside the Place or the Building without prior written approval from the Host, which may be arbitrarily withheld.

9.18. Mail and Packages. Mail and packages may be delivered to the Guest at the Place or the Building in accordance with the House Rules. The postal services may be subject to additional federal, provincial, or local requirements.

9.19. Confidentiality. The Host and the Guest agree that during the Booking Term and thereafter, any recipient of Confidential Information will not at any time be disclosed to any person by such recipient or used for such recipient’s own benefit or the benefit of anyone else without the prior express written consent of a corporate officer of the party that owns such Confidential Information. The Host and the Guest agree that if there is a breach of this obligation by either party, the other shall have the right to request any remedy in law or equity including, but not limited to, appropriate injunctive relief or specific performance, as may be granted by a court of competent jurisdiction. Notwithstanding the foregoing, the Guest accepts all risk to its intellectual property interests used in the Place, and neither Placeholder, the Host nor its applicable landlord shall have any liability arising from, the Guest’s disclosure (whether intentional or not) of any Confidential Information to any third parties present in or around the Place or the Shared Facilities.

9.20. Sublicensing. The Guest may not sublicense, assign, or transfer any interest in the License or allow any third party to use the Host Service, any portion of the Place, the Shared Facilities or the Common Areas without the Host’s prior written consent, which may be arbitrarily withheld. Any such sublicense shall be on the same form as this Agreement and shall be consummated by the Placeholder Service.

9.21. Separate Agreements. If a Guest enters into a separate license agreement with a Host for use of the Host’s Place or Host Service for thirty (30) days or longer under any of the following conditions: (i) the Guest has clicked any of the “Message Host, “Inquiry” or “Schedule a Tour” buttons on any of the Host’s Listings on the Placeholder website in the past six (6) months, (ii) Placeholder sends an email to the Host with the Guest’s contact information and Host Service or Place requirements, (iii) Placeholder sends an email to the Guest with the Host’s contact information and details of its offered Host Services or Place, or (iv) the Guest has had a prior Booking with the Host that terminated within the past six (6) months, the Host agrees to pay Placeholder a Host Fee equal to the amount that would have been paid if such agreement had been consummated via the Placeholder Service for up to twelve (12) months after the commencement of such agreement. Placeholder will invoice the Host directly for the Host Fees.

9.22. Guest Insurance. The Guest is solely responsible for arranging insurance for its personal property against any and all risks and for its liability to and for its Users and it is the Guest’s sole liability to determine the sufficiency of its insurance. The Guest has the risk of damage, loss, theft or misappropriation with respect to any of its personal property and liability to and for its Users. The Guest agrees, as a material part of the consideration to be rendered to the Host and Placeholder under this Agreement, to waive any right of recovery against Placeholder, the Host, the Host’s landlord, if applicable, and their directors, officers, and employees for any damage, loss, theft or misappropriation of the property under the Guest’s control and any liability to and for the its Users, including for injuries to the Guest or its Users in or about the Place. The Guest agrees to hold Placeholder, the Host, and the Host’s landlord, if applicable, exempt and harmless and defend Placeholder, the Host, and the Host’s landlord, if applicable, from and against any damage and injury to any such person or to such property, to the extent arising from the Guest’s use of the Host Service or from the Guest’s failure to keep the Place in good condition and repair as provided in this Agreement. All property in the Place is understood to be under the Guest’s control.

9.23. Host Insurance. The Host is solely responsible for obtaining appropriate insurance for its Place and Host Service and it is the Host’s sole liability to determine the sufficiency of its insurance, including whether or not its insurance policy will cover the actions or inactions of the Guest or its Users while using the Host Service. The Host agrees, as a material part of the consideration to be rendered to Placeholder under this Agreement, to waive any right of recovery against Placeholder, its directors, officers, and employees for any damage, loss, theft or misappropriation of its property and any and all liability to and for the Host or its Users, including for injuries to the Host or its Users in or about the Place, and the Host agrees to hold Placeholder exempt and harmless and defend Placeholder from and against any damage and injury to any such person or to such property, to the extent arising from the Guest’s use of the Host Service or from the Host’s or Guest’s failure to keep the Place in good condition and repair as provided in this Agreement.

9.24. Security Deposit. The Security Deposit will be held by Placeholder during the Booking Term as security for the performance by the Guest of all its obligations under the License. Placeholder may, at any time during the Booking Term or after, apply any portion of the Security Deposit to amounts owed to the Host for (i) costs or expenses associated with a Damage Claim, (ii) any overdue Place Fees, Setup Fees, Service Fees, or Taxes and (iii) amounts the Host may incur for any losses or costs arising out of the Guest’s default under the License (including any damage or deficiency arising in connection with the relicensing of the Place), in each case solely at the discretion and direction of Placeholder. If, upon the expiration or earlier termination of the License, the Guest has fully complied with all terms of the License and the House Rules, remitted all amounts due and payable, and surrendered the Place and all keys, access cards, building passes and all other property provided to the Guest by the Host (including the Host Personal Property), the Security Deposit shall be returned to the Guest within thirty (30) days after the expiration or earlier termination of the License, less any amounts applied as described above. If any portion of the Security Deposit is so used or applied by Placeholder during the Booking Term, then within five (5) business days after Placeholder gives notice to the Guest, the Guest authorizes Placeholder to charge its Payment Method for an amount sufficient to restore the Security Deposit to the original amount as defined in the Booking. Failure to restore the Security Deposit to the original amount will constitute a default under this Agreement. No interest will be paid on the Security Deposit except as may be required by law.

9.25. Default. The Guest shall be considered in default of the License if (i) the Guest fails to pay when due all or any portion of the Place Fees, Setup Fees, Service Fees, or Taxes, if the failure continues for five (5) business days after notice to the Guest, which notice shall be in satisfaction of and not in addition to any notice required by law, (ii) the Guest fails to comply with any term of this Agreement, if the failure is not cured within five (5) business days after notice to the Guest, or (iii) the Guest attempts to sublicense, assign or otherwise transfer any interest in the License without the Host’s prior written consent. Upon any default, the Host shall have the right without notice to terminate the License, in which case the Guest shall immediately surrender the Place and the Host Personal Property to the Host and remove all of its personal property from the Place. If the Guest fails to surrender the Place or the Host Personal Property, or remove its personal property from the Place, the Host may, in compliance with applicable law and without prejudice to any other right or remedy, enter upon and take possession of the Place and the Host Personal Property and the Guest shall be liable for (i) all past due Place Fees, Setup Fees, Service Fees, and Taxes, (ii) all Place Fees, Setup Fees, Service Fees, and Taxes due for the remainder of the Booking Term (including the Commitment Term, if applicable), (iii) all costs incurred by the Host to retake possession of the Place and the Host Personal Property, and (iv) other losses and damages which the Host may suffer as a result of the Guest’s default. Upon any default, the Host will have the right, in accordance with applicable laws, to dispose of the Guest’s personal property left in the Place as it sees fit without liability to the Guest, its Users, or any other third party. In addition to the right to terminate the License and collect damages, the Host shall have the right to pursue any other remedy now or hereafter available at law or in equity.

9.26. Cancellation. The Host and the Guest shall not cancel the Booking except as provided in the Cancellation Policy.

9.27. Overstay. The Guest agrees to leave the Place no later than the End Date. If the Guest Overstays, the Guest no longer has the License to use the Host Service and enter the Place and the Host is entitled to make the Guest vacate in a manner consistent with applicable law. For each and every month or portion thereof that the Guest continues to use or occupy the Place after the expiration or earlier termination of the License, the Guest shall pay Overstay Fees to the Host. If the Guest Overstays, the Guest hereby authorizes Placeholder to charge its Payment Method to collect Overstay Fees. The Guest’s payment of Overstay Fees shall not be construed to extend the Booking Term or prevent the Host from immediate recovery of possession of the Place by summary proceedings or otherwise. The Security Deposit may be applied to any Overstay Fees due for the Guest’s Overstay. This section shall survive the expiration or sooner termination of this Agreement. The acceptance of any Place Fees after the expiration or earlier termination of the License shall not preclude the Host from commencing and prosecuting a summary eviction proceeding. The Host and Guest hereby further agree that any statutory right to Overstay beyond the expiration date or sooner termination of the License is hereby waived to the fullest extent permitted by law.

9.28. Indemnity. Except to the extent caused by the gross negligence or willful misconduct of the indemnified party or such party’s officers, directors, employees, representatives, contractors and agents, the Guest agrees to indemnify, defend and hold the Host, its landlord, if applicable, and any mortgagee harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including  legal fees on a solicitor and client basis,, arising out of or in connection with the Guest’s use of the Host Service, the Place, the Common Areas or the Shared Facilities, or any violation of applicable law, this Agreement or the House Rules. Nothing contained in this Agreement shall be construed to create privity of estate or of contract between the Guest and the Host’s landlord, if applicable.

9.29. Disclaimer. Except as provided herein and in any House Rules, the Host is providing the Host Service “as is” and the Place “as is where is” to the Guest and the Host disclaims any and all other representations and warranties with respect to the Host Service and the Place, whether express or implied, including implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. The Host cannot and does not guarantee and does not promise to the Guest, any specific results from use of the Host Service or the Place. The Host does not represent or warrant that the Host Service or the Place will meet the Guest’s requirements, meets applicable legal standards, or is safe and suitable for the Guest’s intended use.

9.30.Liability. In no event will the Host, the Host’s landlord, Placeholder, or their respective directors, employees, agents, affiliates or suppliers be liable to the Guest or any party claiming through the Guest, for any indirect, consequential, exemplary, incidental, special or punitive damages, including for any lost profits, lost data, personal injury or property damage, of any nature whatsoever, arising from the Guest’s use of the Host Service, even if the Host or Placeholder is aware or has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, and to the maximum extent permitted by applicable law, the Host’s and Placeholder’s liability to the Guest or any party claiming through the Guest, for any cause whatsoever, and regardless of the form of the action, is limited to the amounts the Guest has paid in the twelve (12) months prior to the initial action giving rise to liability. This is an aggregate limit and the existence of more than one claim hereunder will not increase this limit.

9.31. Suspension of Services. The Host may, by notice to the Guest and Placeholder, suspend access to the Place or the provision of the Host Service for reasons of political unrest, strikes, terrorism, acts of God or other events beyond the reasonable control of the Host or its landlord, if applicable. The License shall automatically terminate if the Place is rendered unusable as a result of a fire, other casualty or a condemnation. As between the Host and the Guest, all proceeds of any condemnation award shall belong to the Host and all insurance proceeds of the Host shall be retained by and belong to the Host.

9.32. No Lease. The Guest acknowledges that the License is not a lease or any other interest in real property. The Host retains legal possession and control of the Place at all times. The Host’s obligation to provide the Host Services and the Place to the Guest is subject, in all respects, to the terms of the Host’s lease, if applicable. The License shall terminate simultaneously with the termination of the Host’s lease, if applicable, or the termination of the operation of the Host Area for any reason at no cost or penalty to the Host. The Guest does not have any rights under the Host’s lease, if applicable.

9.33. No Broker. Unless otherwise set out herein or in the House Rules, the Guest represents and warrants that it has dealt with no broker in connection with the Booking. The Guest agrees to indemnify, defend, and hold the Host and Placeholder harmless from any and all claims of any brokers claiming to have represented the Guest in connection with the Booking.

9.34. Subordination. The License and any applicable House Rules are subordinate to any underlying lease, mortgage, deed of trust, ground lease or other lien now or subsequently arising upon the Place or the Building and to renewals, modifications, refinancings and extensions thereof including the Host’s lease and to any other agreements to which the Host’s lease is subordinate.

10. Damage Claims

10.1. If the Host claims and provides evidence that the Guest has damaged a Place or any Host Personal Property, the Host can seek payment from the Guest through Placeholder by submitting a Damage Claim. If the Host submits a Damage Claim to Placeholder, Placeholder will notify the Guest and the Guest will be given three (3) business days to respond. If the Guest agrees to pay the Host, or Placeholder determines in its sole and absolute discretion that the Guest is responsible for the Damage Claim, Placeholder will collect any such sums from the Guest or against the Security Deposit required to cover the Damage Claim pursuant to this Agreement. Placeholder also reserves the right to otherwise collect payment from the Guest and pursue any remedies available to Placeholder in this regard in situations in which the Guest is responsible for a Damage Claim.

10.2. The Member agrees to cooperate with and assist Placeholder in good faith, and to provide Placeholder with such information and take such actions as may be reasonably requested by Placeholder, in connection with any Damage Claims or other complaints or claims made by Members relating to a Place or any Host Personal Property. The Member shall, upon Placeholder’s reasonable request, participate in mediation or a similar resolution process with another Member, which process will be conducted by Placeholder or a third party selected by Placeholder, with respect to losses for which a Member is requesting payment from Placeholder.

10.3. The Guest understands and agrees that Placeholder may make a claim under the Guest’s insurance policy related to any damage or loss that the Guest may have caused, or been responsible for, to the Place or any Host Personal Property. The Guest agrees to cooperate with and assist Placeholder in good faith, and to provide Placeholder with such information as may be reasonably requested by Placeholder, to make a claim under the Guest’s insurance policy, including, but not limited to, executing documents and taking such further acts as Placeholder may reasonably request to assist Placeholder in accomplishing the foregoing.

11. Taxes

11.1. The Host is solely responsible for determining its obligations to report, collect, remit or include in its List Fee any applicable Taxes.

11.2. Tax regulations may require Placeholder to collect appropriate tax information from Hosts, or to withhold Taxes from Payouts to Hosts, or both. If a Host fails to provide Placeholder with the required documentation under applicable law (e.g., a tax number) that Placeholder determines to be sufficient to alleviate Placeholder’s obligation (if any) to withhold Taxes from payouts to the Host, Placeholder reserves the right to withhold Payouts up to the tax-relevant amount as required by law, until resolution.

11.3. The Member understands that any Tax Authority where a Host Service is provided may require Taxes to be collected from a Guest or a Host and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the List Fee set by the Host.

12. Payment Services

12.1. Placeholder may restrict the availability of the Payment Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Payment Services. Placeholder may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time without notice to Members.

12.2. The Payment Services may contain links to Third-Party Services which may be subject to different terms and conditions and privacy practices, and the Member is responsible to review any such different terms and conditions and privacy practices. Placeholder is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Placeholder of such Third-Party Services.

12.3. The Member may not use the Payment Services except as authorized by any applicable laws. In particular, but without limitation, the Payment Services may not be used to send or receive funds into any Government of Canada sanctioned countries. The Host hereby represents and warrant that: (i) neither the Host nor its Host Services are located or take place in a country that is subject to a Government of Canada sanction, and (ii) the Host is not listed on any Government of Canada list of prohibited or restricted parties. In addition to complying with the above, the Member must also comply with any relevant export control laws in its local jurisdiction.

12.4. The Member’s access to or use of certain Payment Services may be subject to, or require acceptance of, additional terms and conditions. If there is a conflict between this Agreement and terms and conditions applicable under a specific Payment Service, the latter terms and conditions shall apply with respect to the use of or access to that Payment Service, unless specified otherwise.

12.5. Placeholder may make inquiries it considers necessary to help verify or check the Member’s identity or prevent fraud. Towards this end, the Member hereby authorizes Placeholder to screen the Member against third party databases or other sources and request reports from service providers. In some jurisdictions, Placeholder may have a legal obligation to collect identity information to comply with anti-money laundering regulations. This may include (i) asking the Member to provide a form of government identification (e.g., driver’s license or passport), the Member’s date of birth, address, and other information; (ii) requiring the Member to take steps to confirm ownership of its email address, Payment Methods or Payout Methods; or (iii) attempting to screen the Member’s information against third-party databases. Placeholder reserves the right to close, suspend, or limit access to the Payment Services in the event it is unable to obtain or verify any of this information.

12.6. In order to use the Payment Services, the Member must have a Placeholder Account in good standing. If the Member or Placeholder closes the Member’s Placeholder Account for any reason, the Member will no longer be able to use the Payment Services.

12.7. When the Member adds a Payment Method or Payout Method to its Placeholder Account, it will be asked to provide customary billing information such as name, billing address, and financial instrument information either to Placeholder or its third-party payment processors. The Member must provide accurate, current, and complete information when adding a Payment Method or Payout Method, and it is the Member’s obligation to keep its Payment Method and Payout Method up-to-date at all times. The information required for Payout Methods will depend on the particular Payout Method and may include: the Member’s address, name on the account, account type, routing number, account number, email address, payout currency, and account information associated with a particular payment processor.

12.8. When the Member adds or uses a new Payment Method, Placeholder may verify the Payment Method by authorizing a nominal amount or by authenticating the Member’s account via a third-party payment service provider. For further verification, Placeholder may also (i) authorize the Member’s Payment Method for additional nominal amounts, and ask the Member to confirm any such amounts, or (ii) require the Member to provide a billing statement. Placeholder may, and retains the right to, initiate refunds of these amounts from the Member’s Payout Method.

12.9. Payment Methods and Payout Methods may involve the use of third-party payment service providers. These service providers may charge additional fees when processing payments and Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and Placeholder is not responsible for any such fees and disclaims all liability in this regard. The Member’s Payment Method or Payout Method may also be subject to additional terms and conditions imposed by the applicable third-party payment service provider.

12.10. The Member authorizes Placeholder to store its Payment Method information and charge its Payment Method as outlined in this Agreement. If the Member’s Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, Placeholder may acquire that information from Placeholder’s financial services partner or the Member’s bank and update the Member’s Payment Method on file in the Member’s Placeholder Account.

12.11. The Member is solely responsible for the accuracy and completeness of its Payment Method and Payout Method information. Placeholder is not responsible for any loss suffered by the Member as a result of incorrect Payment Method or Payout Method information provided by the Member.

13. Appointment of Placeholder as a Limited Agent

13.1. Each Providing Member hereby appoints Placeholder as the Providing Member’s agent solely for the limited purpose of accepting funds from Purchasing Members.

13.2. Each Providing Member agrees that payment made by a Purchasing Member through Placeholder shall be considered the same as a payment made directly to the Providing Member and the Providing Member will provide the purchased services to the Purchasing Member in the agreed-upon manner as if the Providing Member has received the payment directly from the Purchasing Member. Each Providing Member agrees that Placeholder may refund the Purchasing Member in accordance with this Agreement. Each Providing Member understands that Placeholder’s obligation to pay the Providing Member is subject to and conditional upon receipt of the associated payments from Purchasing Members. Placeholder guarantees payments to Providing Members only for such amounts that have been received by Placeholder from Purchasing Members in accordance with this Agreement. In accepting appointment as the limited agent of the Providing Member as set out herein, Placeholder assumes no liability for any acts or omissions of the Providing Member.

13.3. Each Purchasing Member acknowledges and agrees that, notwithstanding the fact that Placeholder is not a party to any contractual relationship between the Purchasing Member and the Providing Member, Placeholder acts as the Providing Member’s agent for the limited purpose of accepting payments from the Purchasing Member on behalf of the Providing Member. Upon the Purchasing Member’s payment to Placeholder of any funds in accordance with this Agreement, the Purchasing Member’s payment obligation to the Providing Member for the agreed upon amount is extinguished, and Placeholder is responsible only for remitting the funds to the Providing Member in the manner described in this Agreement. In the event that Placeholder does not remit any such amounts, the Providing Member will have recourse only against Placeholder and not the Purchasing Member directly.

14. General Financial Terms

14.1. The Member authorizes Placeholder to collect from it all amounts due pursuant to this Agreement. Specifically, the Member authorizes Placeholder to collect from it:

  1. (i) Any amounts due to Placeholder (e.g., as a result of Bookings, Booking Modifications, Cancellations, or other actions as a Guest, Host or user of the Placeholder Service), including reimbursement for costs prepaid by Placeholder on the Member’s behalf, by charging any Payment Methods on file in the Member’s Placeholder Account (unless the Member has previously removed the authorization to charge such Payment Methods) or by withholding such amounts from the Member’s future Payouts. Any funds collected by Placeholder will set-off the amount owed by the Member to Placeholder.
  2. (ii) Any amount due to a Providing Member from a Purchasing Member which Placeholder collects as the Providing Member’s limited agent.
  3. (iii) Taxes, where applicable and as set out in this Agreement.
  4. (iv) Overstay Fees payable under this Agreement. In addition, Placeholder may recover any costs and expenses it incurs in collecting the Overstay Fees by charging any Payment Methods the Guest has on file in its Placeholder Account (unless the Guest has previously removed the authorization to charge such Payment Methods).
  5. (v) Any Service Fees imposed pursuant to this Agreement. Placeholder will be entitled to recover the amount of any such fees from the Member, including by subtracting such refund amount out from any future Payouts due to the Member.
  6. (vi) List Fees or Setup Fees improperly paid to the Host. If the Guest cancels a confirmed Booking or Placeholder decides that it is necessary to cancel a confirmed Booking, and Placeholder issues a refund to the Guest in accordance with this Agreement, the Host agrees that in the event it has already been paid, Placeholder will be entitled to recover the amount of any such refund from the Host, including by subtracting such refund amount out from any future Payouts due to the Host.
  7. (vii) Place Fees, costs and expenses associated with a Damage Claim, including the Security Deposit, as set out in this Agreement. If Placeholder is unable to collect from the Payment Method used to make the Booking, the Guest agrees that Placeholder may charge any other Payment Method on file in its Placeholder Account at the time of the Damage Claim (unless the Guest has previously removed the authorization to charge such Payment Methods). Placeholder also reserves the right to otherwise collect payment from the Guest and pursue any remedies available to Placeholder in this regard in situations in which the Guest is responsible for a Damage Claim.

14.2. In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with the Member’s Payment Method, the Member may be charged fees that are incidental to Placeholder’s collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, legal fees on a solicitor and client basis, convenience fees or other third-party charges.

14.3. Any refunds or credits due to a Member pursuant to this Agreement will be initiated and remitted by Placeholder.

14.4. All refunds are subject to this Agreement. If a Member or Placeholder decides for any reason to cancel a confirmed Booking pursuant to this Agreement, the Member agrees that Placeholder will not have any liability for such Cancellations or refunds aside from its obligations to remit refunds or Payouts pursuant to this Agreement.

14.5. Placeholder will take steps to rectify any payment processing errors that it becomes aware of. These steps may include crediting or debiting (as appropriate) the same Payout Method or Payment Method used for the original Payout to or payment by the Member, so that the Member receives or pays the correct amount. This may be performed by Placeholder or a third party.

14.6. If Placeholder is unable to collect any amounts owed from the Member under this Agreement, Placeholder may engage in collection efforts to recover such amounts from the Member. Placeholder will deem any owed amounts overdue when (i) for authorized charges, five (5) business days have elapsed after Placeholder first attempts to charge the Member’s Payment Method; and (ii) for withholdings from a Host’s future Payouts, thirty (30) days have elapsed after the adjustment is made to the Host’s account. The Member hereby explicitly agrees that all communication in relation to amounts owed will be made by email or by phone and such communication may be made by Placeholder or by anyone on its behalf, including but not limited to a third-party collection agent.

14.7. If the Guest (i) agrees to pay the Host in connection with a Damage Claim, or (ii) Placeholder determines that the Guest is responsible for damaging a Place or any personal or other property located at a Place pursuant to these Terms, the Guest hereby authorizes Placeholder to charge its Payment Method in order to collect any Security Deposit associated with the Booking, as well as any amount of the Damage Claim exceeding any Security Deposit. If Placeholder is unable to collect from the Guest’s Payment Method, the Guest agrees that Placeholder may charge any other Payment Method on file (and not otherwise unauthorized) in the Guest’s Placeholder Account at the time of the Damage Claim.

15. Financial Terms for the Host

15.1. In order to receive a Payout, the Host must have a valid Payout Method linked to its Placeholder Account. Placeholder will initiate Payouts to the Host’s selected Payout Method each month on the day shown in the Booking Confirmation.

15.2. The time it takes to receive Payouts once released by Placeholder may depend upon the Payout Method selected by the Host and the Payout Method provider’s processing schedule. Placeholder may delay or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or investigation.

15.3. The Host’s Payout for a Booking will be (i) the List Fee and any applicable Setup Fees (plus any applicable Taxes), less (ii) any applicable Host Fees and Taxes.

15.4. In the event of a Guest’s cancellation of a Booking, Placeholder will remit a Payout of any portion of the List Fee and Taxes due to the Host in accordance with this Agreement and the Cancellation Policy.

15.5. For compliance or operational reasons, Placeholder may limit the value of each individual Payout. If the Host is due an amount above that limit, Placeholder may initiate a series of Payouts (potentially over multiple days) in order to provide the Host’s full payout amount.

16. Financial Terms for the Guest

16.1. The Guest authorizes Placeholder to charge its Payment Method the Total Fees for any confirmed Booking in connection with its Placeholder Account. Placeholder will collect the Total Fees in the manner agreed between the Guest and Placeholder in this Agreement.

16.2. If Placeholder is unable to collect the Total Fees as scheduled, Placeholder will collect the Total Fees at a later point. Once the payment transaction for the Booking Request is successfully completed, the Guest will receive a confirmation email.

16.3. When the Guest makes a Booking Request, Placeholder may also (i) obtain a pre-authorization via the Guest’s Payment Method for the Total Fees, (ii) charge or authorize the Guest’s Payment Method a nominal amount to verify the Payment Method, or (iii) authenticate the Guest’s account via a third-party payment service provider to verify the Payment Method.

16.4. If a Booking Request is cancelled either because it is not accepted by the Host or the Guest cancels the Booking Request before it is accepted by the Host, any amounts collected by Placeholder will be refunded to the Guest, and any pre-authorization of the Guest’s Payment Method will be released (if applicable). The timing to receive the refund or for the pre-authorization to be released will vary based on the Payment Method and any applicable payment system rules.

16.5. The Guest hereby authorizes Placeholder to perform the Payment Method verifications described in this Agreement and to charge its Payment Method for any Bookings made in connection with its Placeholder Account.

16.6. The Guest hereby authorizes Placeholder to collect any amounts due by charging the Guest’s Payment Method, either directly by Placeholder or indirectly via a third-party online payment processor.

17. Prohibited Activities

17.1. The Member is solely responsible for compliance with any and all applicable laws, rules, and regulations that may apply to the Member’s use of the Placeholder Service. In connection with the Member’s use of the Placeholder Service, the Member will not and will not assist or enable others to:

  1. (i) breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, this Agreement or the Placeholder Policies;
  2. (ii) use the Placeholder Service for any commercial or other purposes that are not expressly permitted by this Agreement or in a manner that falsely implies Placeholder endorsement, partnership or otherwise misleads others as to the Member’s affiliation with Placeholder;
  3. (iii) copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Placeholder Service in any way that is inconsistent with Placeholder’s Privacy Policy or this Agreement or that otherwise violates the privacy rights of Members or third parties;
  4. (iv) use the Placeholder Service in connection with the distribution of unsolicited commercial messages;
  5. (v) offer any Host Service that the Host is unable to provide or does not have permission to make available through the Placeholder Service;
  6. (vi) unless Placeholder explicitly permits otherwise, book any Listing if the Guest will not actually be using the Host Services itself;
  7. (vii) contact another Member for any purpose other than asking a question related to a Booking, Listing, or the Member’s use of the Placeholder Service, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without prior written approval from Placeholder;
  8. (viii) use the Placeholder Service to request, make or accept a Booking independent of the Placeholder Service to circumvent any Service Fees or for any other reason;
  9. (ix) request, accept or make any payment for Place Fees outside of the Placeholder Service. If the Member does so, it acknowledges and agrees that it: (i) is in breach of this Agreement; (ii) accepts all risks and responsibilities for such payment, and (iii) holds Placeholder harmless from any liability for such payment;
  10. (x) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behaviour;
  11. (xi) use, display, mirror or frame Placeholder’s name, any Placeholder trademark, logo or other proprietary information without Placeholder’s express written consent;
  12. (xii) dilute, tarnish or otherwise harm the Placeholder brand in any way, including registering or using Placeholder or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Placeholder domains, trademarks, taglines, or promotional campaigns;
  13. (xiii) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Placeholder or any of Placeholder’s providers or any other third party to protect the Placeholder Service;
  14. (xiv) take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Placeholder Service;
  15. (xv) violate or infringe anyone else’s rights or otherwise cause harm to anyone.

17.2. The Member acknowledges that Placeholder has no obligation to monitor the or use of the Placeholder Service by any Member, but has the right to do so in order to (i) operate, secure and improve the Placeholder Service (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with this Agreement; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; or (iv) as otherwise set forth in this Agreement. The Member agrees to cooperate with and assist Placeholder in good faith, and to provide Placeholder with such information and take such actions as may be reasonably requested by Placeholder with respect to any investigation undertaken by Placeholder or a representative of Placeholder regarding the use or abuse of the Placeholder Service.

17.3. If the Member believes that any other Member it interacts with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behaviour, (ii) the Member suspect of stealing from it, or (iii) engages in any other disturbing conduct, the Member shall immediately report such person to the appropriate authorities and then to Placeholder and include the police station and report number, if available. The Member agrees that any report it makes will not obligate Placeholder to take any action beyond that required by law, if any.

18. Term and Termination, Suspension and other Measures

18.1. This Agreement shall be effective for a thirty (30) day term, at the end of which it will automatically and continuously renew for subsequent thirty (30) day terms until such time when the Member or Placeholder terminates the Agreement in accordance with this provision.

18.2. The Member may terminate this Agreement at any time by sending Placeholder an email. If the Host cancels its Placeholder Account, any Bookings will be automatically cancelled and the Guest will receive a refund in accordance with this Agreement. If the Guest cancels its Placeholder Account, any Bookings will be automatically cancelled and the Guest will receive a refund in accordance with this Agreement.

18.3. Placeholder may terminate this Agreement at any time by giving the Member thirty (30) days’ notice via email to the Member’s registered email address.

18.4. Placeholder may immediately, without notice, terminate this Agreement or stop providing access to the Placeholder Service if (i) the Member has materially breached its obligations under this Agreement or the Placeholder Policies, (ii) the Member has violated applicable laws, regulations or third party rights, or (iii) Placeholder believes in good faith that such action is reasonably necessary to protect the personal safety or property of Placeholder, its Members, or third parties (for example in the case of fraudulent behaviour of a Member).

18.5. If the Member (i) fails to comply with any applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, (ii) breaches this Agreement, Placeholder Policies, applicable laws, regulations, or third party rights, (iii) provides inaccurate, fraudulent, outdated or incomplete information during the Placeholder Account registration, Listing process or thereafter, (iv) the Member or its Listings or Host Services at any time fail to meet any applicable quality or eligibility criteria, (v) Placeholder becomes aware of or has received complaints about the Member’s performance or conduct, (vi) the Member has repeatedly cancelled Bookings or failed to respond to Booking Requests without a valid reason, or (vii) Placeholder believes in good faith that such action is reasonably necessary to protect the personal safety or property of Placeholder, its Members, or third parties, or to prevent fraud or other illegal activity, Placeholder may take any of the following measures:

  1. (i) refuse to surface, delete or delay any Listings;
  2. (ii) cancel any confirmed Bookings;
  3. (iii) limit the Member’s access to or use of the Placeholder Service;
  4. (iv) temporarily or, in case of severe or repeated offenses, permanently suspend the Member’s Placeholder Account and stop providing access to the Placeholder Service.

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

18.6. If Placeholder takes any of the measures described above regarding the Host, (i) Placeholder may refund the Guest in full for any and all confirmed Bookings that have been cancelled, and (ii) the Host will not be entitled to any compensation for confirmed Bookings that have been cancelled.

18.7. If the Member’s access to or use of the Placeholder Service has been limited, its Placeholder Account has been suspended, or this Agreement has been terminated by Placeholder, the Member may not register a new Placeholder Account or access and use the Placeholder Service through the Placeholder Account of another Member.

19. Disclaimers

19.1. If the Member chooses to use the Placeholder Service, it does so voluntarily and at its sole risk. The Placeholder Service is provided “as is”, without warranty of any kind, either express or implied.

19.2. The Guest agrees that it has had whatever opportunity it deems necessary to seek independent legal advice, to investigate the Placeholder Service, laws, rules, or regulations that may be applicable to a Listing or a Host Service and that it is not relying upon any statement whatsoever of law or fact made by Placeholder relating to a Listing.

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

19.4. The Member agrees that Host Services may carry inherent risk, and by participating in such services, it chooses to assume those risks voluntarily. For example, some Host Services may carry risk of illness, bodily injury, disability, or death, and the Member freely and willfully assumes those risks by choosing to participate in those Host Services. The Member assumes full responsibility for the choices it makes before, during and after its participation in a Host Service.

19.5. The foregoing disclaimers apply to the maximum extent permitted by law. The Member may have other statutory rights, however, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

20. Liability

20.1. The Member acknowledges and agrees that, to the maximum extent permitted by law, the entire risk arising out of its access to and use of the Placeholder Service, its publishing or booking of any Listing via the Placeholder Service, participation in any Host Service, or any other interaction it has with other Members whether in person or online remains with the Member. Neither Placeholder nor any other party involved in creating, producing, or delivering the Placeholder Service will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) this Agreement, (ii) from the use of or inability to use the Placeholder Service, (iii) from any communications, interactions or meetings with other Members or other persons with whom the Member communicates, interacts or meets with as a result of its use of the Placeholder Service, or (iv) from the Member’s publishing or Booking of a Listing, including the provision or use of Host Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Placeholder 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.

20.2. Except for Placeholder’s obligations to pay amounts to applicable Hosts pursuant to this Agreement, in no event will Placeholder’s aggregate liability arising out of or in connection with this Agreement and the Member’s use of the Placeholder Service including, but not limited to, from the Member’s publishing or booking of any Listings via the Placeholder Service, or from the use of or inability to use the Placeholder Service and in connection with any Host Service or interactions with any other Members, exceed the amounts the Member has paid or owes for bookings via the Placeholder Service as a Guest in the twelve (12) month period prior to the event giving rise to the liability, or for the Host, the amounts paid by Placeholder to the Host in the twelve (12) month period prior to the event giving rise to the liability, or one hundred Canadian dollars ($100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Placeholder and the Member.

21. Indemnification

21.1. The Member agrees to release, defend (at Placeholder’s option), indemnify, and hold Placeholder and its affiliates and subsidiaries, including but not limited to, its officers, directors, employees and agents, harmless from and against any and all claims, liabilities, damages, losses, and expenses, including, without limitation,  legal fees on a solicitor and client basis, and accounting fees, arising out of or in any way connected with (i) the Member’s breach of this Agreement or Placeholder Policies, (ii) the Member’s improper use of the Placeholder Service or the Payment Services, (iii) the Member’s interaction with any other Member, use of a Place or a Host Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, or (iv) the Member’s breach of any laws, regulations or third party rights.

22. Force Majeure

22.1. If the performance of any part of this Agreement is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, or  act of God, that party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

23. Dispute Resolution and Arbitration

23.1. Overview of Dispute Resolution Process. This Agreement provides for a two-part dispute resolution process for Members: (i) an informal negotiation directly with Placeholder, and (ii) confidential arbitration before a single arbitrator in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. The seat of the arbitration will be in Alberta or wherever convenient or necessary acting reasonably. There will be no appeals of any kind. The language of the arbitration will be English unless otherwise required by applicable law or agreed to by the Member and Placeholder.

23.2. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, the Member and Placeholder each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. If after a good faith effort to negotiate one party feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.

23.3. Agreement to Arbitrate. The Member and Placeholder mutually agree that Disputes will be settled by binding individual arbitration. If there is a dispute about whether this agreement to arbitrate can be enforced or applies to the Dispute, the Member and Placeholder agree that the arbitrator will decide that issue.

23.4. Exceptions to Agreement to Arbitrate. The Member and Placeholder each agree that the following claims are exceptions to the agreement to arbitrate and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, or cyber-attack.

23.5. Arbitrator’s Decision. 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 with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

23.6. Jury Trial Waiver. The Member and Placeholder acknowledge and agree that each are waiving the right to a trial by jury as to all arbitrable Disputes.

23.7. No Class Actions or Representative Proceedings. The Member and Placeholder acknowledge and agree that, to the fullest extent permitted by law, each are waiving the right 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 as to all Disputes. Further, unless the Member and Placeholder both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this section is held unenforceable with respect to any Dispute, then the agreement to arbitrate will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this section is held unenforceable with respect to any Dispute, those waivers may be severed from this section and the Member and Placeholder agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in arbitration.

24. General Provisions

24.1. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. Disputes or claims arising in connection with this Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of Alberta.

24.2. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, this Agreement constitutes the entire agreement between Placeholder and the Member pertaining to the subject matter hereof and supersedes any and all prior oral or written understandings or agreements between Placeholder and the Member in relation to the access to and use of the Placeholder Service.

24.3. No joint venture, partnership, employment, or agency relationship exists between the Member and Placeholder as a result of this Agreement or the Member’s use of the Placeholder Service.

24.4. If this Agreement provides professional information or recommendations (for example, legal, insurance, financial or real estate), such information is for informational purposes only and should not be construed as professional advice. No decision or other action should be made on the basis of such information and no fiduciary or other privileged relationship exists between the Member and Placeholder.

24.5. This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the parties.

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

24.7. Placeholder’s failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Placeholder in writing. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise permitted under law.

24.8. The Member may not assign, transfer or delegate this Agreement and its rights and obligations hereunder without Placeholder’s prior written consent. Placeholder may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with thirty (30) days prior notice. The Member’s right to terminate this Agreement at any time remains unaffected.

24.9. Any notices or other communications from Members to Placeholder as required hereunder by Placeholder must be sent by email to the Placeholder General Email. Any notices or other communications permitted or required hereunder by Placeholder to Members, including those regarding modifications to this Agreement, will be in writing and given by Placeholder in its sole discretion via email or regular mail. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Placeholder is not responsible for any automatic filtering the Member or its network provider may apply to email notifications Placeholder sends to the email or physical address provided in the Member’s Placeholder Account information.

24.10. Any notices or other communications between Members as permitted and required hereunder by Placeholder must be sent by email to the email addresses defined in a Booking. If the email address of the Host or the Guest on a Booking changes or is no longer valid, the Host or the Guest must immediately notify the other party and provide a new email address for notices or other communications.

24.11. If this Agreement is terminated for any reason, the clauses of this Agreement that reasonably should survive termination of this Agreement will remain in effect.

24.12. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement.

24.13. Unless the context of this Agreement clearly requires a different interpretation or construction, all references to the singular shall also include the plural and vice versa.