IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND XPATPAL THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 18 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.
1. Agreement to Terms
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
3. Changes to these Terms or the Services
We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
4. Our Services
Through our Services we offer an online platform which enables users to share and digest travel destination content and information (“Travel Content”). If you use our Services to create and share Travel Content we refer to you as a “Content Creator” for the purposes of these Terms. On the other hand, a “Visitor” in the context of these Terms means a user of our Services that views, consumes and in some cases purchases access to Travel Content made available by Content Creators. We act as an intermediary between Visitors and Content Creators and our responsibilities under these Terms are limited to facilitating the availability of the Services.
4.2. Becoming a Seller
From time to time, Visitors may also have the opportunity to purchase access to certain premium Travel Content for a fee as designated by XpatPAL or the Content Creator, which we refer to as “Paid Content” for the purposes of these Terms. Content Creators that would like to sell access to their Paid Content, or the opportunity to receive “tips” from Visitors must apply to XpatPAL to become a “Seller”. You can initiate the application process by following the instructions posted on our Services. We reserve the right to approve or reject any Seller application, for any reason. If you are approved and you agree to the terms and conditions of the “Seller Addendum” made available to you in connection with the application process, you will be deemed a Seller. The Seller Addendum contains terms regarding how and what Sellers get paid for access to their Paid Content and other terms specific to a Seller’s provision of such content in connection with the Services.
5. Who May Use the Services?
You may use the Services only if you are 18 years or older and capable of forming a binding contract with XpatPAL, and not otherwise barred from using the Services under applicable law. For certain features of the Services, including without limitation Content Creator or Seller features, you may need an account. You are responsible for any activity that occurs in your account, so it’s important that you keep your account secure and all account information up to date. Please notify us right away at email@example.com if you suspect any unauthorized use of your account.
6. Content Ownership, Responsibility and Removal.
6.1. Posting Content
When using our Services, you’ll be able to create, upload, post, and otherwise share content. Anything (other than Feedback as defined below in Section 8) that you (including you as a Content Creator, as applicable) post or otherwise make available through the Services is referred to as “User Content”. User Content includes, without limitation, all Travel Content (and Paid Content). XpatPAL does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
6.2. Permissions to Your User Content
By making any User Content available through the Services you hereby grant to XpatPAL a limited, non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content solely in connection with operating, improving, marketing, or otherwise providing the Services.
6.3. Your Responsibility for User Content
You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content (including any Travel Content) under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by XpatPAL on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
6.4. Removal of User Content
You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
6.5. XpatPAL’s Intellectual Property
We may make available through the Services content that is subject to intellectual property rights. Except for the rights explicitly granted to you as a Visitor in Section 6(f), we retain all rights to that content.
6.6. Permission Granted by XpatPAL to Travel Content
Subject to your compliance with these Terms, XpatPAL grants you a limited, non-exclusive, non-transferable, non-sublicensable license to do the following solely in connection with the Services in compliance with these Terms and in the manner permitted by the Services (including any restrictions therein) and solely for your personal and non-commercial purposes: (i) view and display Paid Content; and (ii) download, view, copy, display, print, and share the Travel Content (excluding any Paid Content).
Sellers may offer their Travel Content through the Services, and you, as a Visitor, may have the option of “tipping” a Seller (e.g., because you like the Seller’s Travel Content) or purchasing access to their Paid Content. When you initiate a paid transaction on our Services, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted on the Services or otherwise communicated to you, and each Visitor authorizes us (or our third-party payment processor) to charge you accordingly (plus any applicable taxes and other charges). We may ask you to supply additional information relevant to your order, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). Each Visitor represents and warrants that they have the legal right to use all payment method(s) represented by any such Payment Information. All fees and applicable taxes, if any, are payable in United States dollars.
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
9. Rights and Terms for Apps
9.1. App License.
If you comply with these Terms, XpatPAL grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
9.2. Additional Information: Apple App Store.
This Section 9(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
10. General Prohibitions and XpatPAL’s Enforcement Rights
XpatPAL’s community, like any community, functions best when its Visitors and Content Creators follow a few simple rules. You agree not to do any of the following:
XpatPAL is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
11. Links to Third Party Websites or Resources
The Services (including the App) may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
12. DMCA/Copyright Policy
XpatPAL respects copyright law and expects its users to do the same. It is XpatPAL’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see XpatPAL’s Copyright and IP Policy at www.xpatpal.com/copyright for further information.
We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at firstname.lastname@example.org. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6.2, 6.3, 6.5, 7 (only for payments due and owing to Sellers prior to the termination), 8, 10, 13, 14, 15, 16, 17, 18, and 19.
14. Warranty Disclaimers.
You will indemnify and hold XpatPAL and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.
16. Limitation of Liability
17. Governing Law and Forum Choice
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 18 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below in Section 18) that you and XpatPAL are not required to arbitrate will be the state and federal courts located in Boston, Massachusetts, and you and XpatPAL each waive any objection to jurisdiction and venue in such courts.
18. Dispute Resolution
18.1 Mandatory Arbitration of Disputes
We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and XpatPAL agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and XpatPAL are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
As limited exceptions to Section 18(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
18.3 Conducting Arbitration and Arbitration Rules
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
18.4 Arbitration Costs
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
18.5 Injunctive and Declaratory Relief
Except as provided in Section 18(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
18.6 Class Action Waiver
YOU AND XPATPAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
With the exception of any of the provisions in Section 18(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
19. General Terms.
19.1 Reservation of Rights
XpatPAL and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
19.2. Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between XpatPAL and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between XpatPAL and you regarding the Services. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without XpatPAL’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. XpatPAL may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by XpatPAL under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
19.4. Waiver of Rights
XpatPAL’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of XpatPAL. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
20. Contact Information.
If you have any questions about these Terms or the Services, please contact XpatPAL.
Xpatpal LLC (“XpatPAL”) respects the intellectual property rights of others and expects its users to do the same.
It is XpatPAL’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe the copyrights of others.
In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, XpatPAL will respond expeditiously to claims of copyright infringement committed using the XpatPAL website or other XpatPAL owned or controlled online network accessible through a mobile device or other type of device (the “Sites”) that are reported to XpatPAL’s Designated Copyright Agent, identified in the sample notice below.
If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Sites by completing the following DMCA Notice of Alleged Infringement and delivering it to XpatPAL’s Designated Copyright Agent. Upon receipt of the Notice as described below, XpatPAL will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Sites.
DMCA Notice of Alleged Infringement (“Notice”)
Deliver this Notice, with all items completed, to XpatPAL’s Designated Copyright Agent:
Copyright Agent c/o XpatPAL