WalkSource

Terms of Service

Date of Last Revision: August 1, 2013

Acceptance of Terms

WalkSource, Inc. (“WalkSource”) provides its Service (as defined below) to you through its website located at http://www.walksource.com (the “Site”), subject to this Terms of Service agreement (“TOS”). In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy. All such terms are hereby incorporated by reference into this TOS. By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.

WalkSource may change this TOS from time to time. If we do this, we will post the changes to this TOS on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Service user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Service or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new TOS.

Description of Service

WalkSource enables hotels in need of relocating a guest (such hotel, an “Awarding Hotel”, and such guest, a “Relocated Guest”) to easily find or be matched with alternate hotels (the “Winning Hotel”) that can accommodate the Relocated Guest, all through a single platform. The “Service” includes the WalkSource website and any software, data, reports, text, images, sounds, video, and content made available through it (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS.

WalkSource does not itself provide hotel accomodations, and is not a hotel. WalkSource offers information and a method to connect hotels with each other, but does not and does not intend to provide hotel accomodations, and has no responsibility or liability for any hotel accomodation or reservation obtained by any hotel or provided by any hotel using the Service.

General Conditions. Access and Use of the Service.

Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to WalkSource. You shall not display, distribute, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sublicense, sell, resell, rent, lease, transfer, assign, time share or otherwise make the Service available to any third party. You shall comply with any codes of conduct, policies or other notices WalkSource provides you or publishes in connection with the Service, and you shall promptly notify WalkSource if you learn of a security breach related to the Service.

In addition to (and without limiting the generality of) the other terms and conditions of this TOS, you hereby agree to comply with WalkSource’s acceptable use policy (“AUP”), as described in this section. You will not use the Service to (or assist another person to):

Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content. You agree not to access the Service by any means other than through the interface that is provided by WalkSource for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of WalkSource or any third party is granted to you in connection with the Service.

You are solely responsible for all software, videos, images, audio, data, information, reviews, feedback, suggestions, text, content and other materials that you upload, post, deliver, publish, provide or otherwise link, transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. WalkSource reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Service, You hereby do and shall grant WalkSource a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. WalkSource has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that WalkSource may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to WalkSource’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. WalkSource will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.

The failure of WalkSource to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and WalkSource, even though it is electronic and is not physically signed by you and WalkSource, and it governs your use of the Service and takes the place of any prior agreements between you and WalkSource. If any provision of this TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this TOS remain in full force and effect.

WalkSource reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on WalkSource’s website and in other communications with existing or potential WalkSource customers. To decline providing WalkSource with this right, you need to email [email protected] stating that you do not wish to be used as a reference.

External Content. The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. WalkSource has no control over such sites and resources and WalkSource is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that WalkSource will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that WalkSource is not liable for any loss or claim that you may have against any such third party.

Privacy

At WalkSource, we respect your privacy. For details, please see our Privacy Policy. By using the Services, you consent to our collection and use of personal data as outlined therein. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on WalkSource’s net income.

Payment

You acknowledge that WalkSource reserves the right to charge for any portion of the Service and to change its fees (if any) from time to time in its discretion. If any fees are applicable, you agree to pay all fees when due in accordance with the terms set forth in the Service.

Confidentiality. Data.

You acknowledge that you may learn, through your use of the Service, certain business, financial or other information relating to other hotels, which may include personally identifying information of individuals (“PII”) such as a hotel’s employees or Walked Guests, the number of Walk Requests an Awarding Hotel makes or that a Winning Hotel accepts (“Confidential Information”). You agree (i) to take reasonable precautions to protect such Confidential Information, (ii) not to use (except as expressly permitted herein, e.g., to accommodate a Walked Guest) or divulge to any third person any such Confidential Information, and (iii) to treat PII in accordance with our Privacy Policy located at http://www.walksource.com/privacy/. The foregoing shall not apply with respect to any Confidential Information (other than PII) that the you can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt through the Service, (c) was rightfully disclosed to it without restriction by a third party, or (d) is required to be disclosed by law.

Representations and Warranties

You represent and warrant to WalkSource that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow WalkSource to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and WalkSource’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.

Termination

You have the right to terminate your account at any time in accordance with the procedures set forth on the Site. WalkSource reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of Your Content in the Service, for any reason, including if WalkSource believes that you have violated this TOS. WalkSource shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. WalkSource will use good faith efforts to contact you to warn you prior to suspension or termination of your account by WalkSource. All of Your Content on the Service (if any) may be permanently deleted by WalkSource upon any termination of your account in its sole discretion. However, all accrued rights to payment and the terms of Sections 4 and 6-16 shall survive termination of this TOS.

Disclaimer of Warranties

THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WALKSOURCE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WALKSOURCE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BY OBTAINED FROM USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION THAT ANY WALK REQUESTS WILL RESULT IN ACCOMMODATIONS FOR A WALKED GUEST, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM WALKSOURCE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL WALKSOURCE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION, (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS; OR (C) ANY MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING WITHOUT LIMITATION, THE FAILURE OF ANY WALK REQUEST TO RESULT IN ACCOMMODATIONS, OR THE CANCELLATION OF ANY ACCOMODATIONS MADE AS A RESULT OF ANY WALK REQUEST). THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, WALKSOURCE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnification and Release

You shall defend, indemnify, and hold harmless WalkSource from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. WalkSource shall provide notice to you of any such claim, suit or demand. WalkSource reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting WalkSource’s defense of such matter. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Arbitration

Arbitration. At WalkSource’s or your election, all disputes, claims, or controversies arising out of or relating to this TOS or the Service that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in San Francisco, California before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in this TOS. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in this TOS and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this TOS, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.

Assignment

Assignment. You may not assign this TOS without the prior written consent of WalkSource, but WalkSource may assign or transfer this TOS, in whole or in part, without restriction.

Governing Law

This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by WalkSource in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located within San Francisco, California for the purpose of resolving any dispute relating to your access to or use of the Service not subject to arbitration, as set forth above. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

DMCA

DMCA. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. WalkSource will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to WalkSource’s Copyright Agent at [email protected] (subject line: “DMCA Takedown Request”).

Notice: To be effective, the notification must be in writing and contain the following information:

Counter-Notice: If you believe that the relevant Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such Content, you may send a written counter-notice containing the following information to the Copyright Agent:

If a counter-notice is received by the Copyright Agent, WalkSource will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at WalkSource’s sole discretion.

Repeat Infringer Policy

In accordance with the DMCA and other applicable law, WalkSource has adopted a policy of terminating, in appropriate circumstances and at WalkSource 's sole discretion, members who are deemed to be repeat infringers. WalkSource may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.