Terms of Service
Section 20 of these Terms contains an arbitration agreement and class action waiver that apply to all claims brought against Mount Locks Inc. (“Mount”) in the United States. Please read them carefully.
Last Updated: June 12, 2023
Thank you for using Mount!
These Terms of Service (“Terms”) are a binding legal agreement between you and Mount Locks Inc., that govern your right to use the websites, applications, and other offerings from Mount (collectively, the “Mount Platform”). When used in these Terms, “Mount,” “we,” “us,” or “our” refers to Mount Locks Inc., a Delaware corporation, with whom you are contracting.
The Mount Platform offers an online venue that enables users (“Members”) to publish, offer, search for, and book services and amenities. Members who publish and offer services or amenities are “Hosts” and Members who search for, book, or use amenities or services are “Guests.” Hosts offer amenities, including but not limited to, bicycles, scooters, boats, athletic facilities, bars, or games, (each, an “Amenity” and collectively, “Amenities”) (each Amenity offering, a “Listing”). You must register an account to access and use many features of the Mount Platform, and must keep your account information accurate. As the provider of the Mount Platform, Mount does not own, control, offer or manage any Listings or Amenities. Mount is not a party to the contracts entered into directly between Hosts and Guests, nor is Mount a booking agent, or insurer. Mount is not acting as an agent in any capacity for any Member, except as specified in the Payment Terms of Service set forth in Section 6 (“Payment Terms”). To learn more about Mount’s role see Section 14.
If you are a Host, you are responsible for understanding and complying with all laws, rules, regulations and contracts with third parties that apply to your Host Services.
1. Booking on Mount.
1.1. Booking. You can rent an Amenity by following a Mount mini-marketplace URL weblink provided by the Host to the User (the “Mount Weblink”). When you book an Amenity, you are agreeing to pay all charges for your booking including the Listing price, applicable fees like Mount’s service fees, offline fees, taxes, and any other items identified during checkout (collectively, “Total Price”). You are also agreeing that Mount may charge the Payment Method (as defined in the Payment Terms) used to book the Listing in order to collect Damage Claim (as defined in Section 13) amounts. You are solely responsible for any damage you, or anyone you invite, causes to any Amenity during a rental period. When you receive the booking confirmation or are provided access to the Amenity, a contract for the rental of the Amenity (a “Reservation”) is formed directly between you and the Host. In addition to these Terms, you will be subject to, and responsible for complying with all terms of the Reservation, including without limitation, the damage policy and any other rules, standards, policies, or requirements identified in the Listing or during checkout that apply to the Reservation. It is your responsibility to read and understand these rules, standards, policies, and requirements prior to booking a Listing. Be aware that some Hosts work with a co-host or as part of a team to provide their Amenities and services.
1.2 Amenity Reservations. An Amenity Reservation is a limited license to enter, occupy, and use or consume the Amenity. The Host retains the right to re-enter, or re-take possession of, the Amenity during your stay or rental period, to the extent: (i) it is reasonably necessary, (ii) permitted by your contract with the Host, and (iii) consistent with applicable law. If you use, consume, or occupy the Amenity past the date stated on your Reservation, the Host has the right to make you leave or cease usage of the Amenity in a manner consistent with applicable law, including by imposing reasonable overstay or overuse penalties. You may not exceed the maximum number of allowed Guests.
1.3 Responsibility for Amenity Usage. An Amenity Reservation entitles you to participate in, consume, or use that Amenity. You are responsible for confirming that you, and anyone you invite, meet minimum age, proficiency, fitness, or other requirements. You are responsible for informing the Host of any medical or physical conditions, or other circumstances that may impact your ability to participate, attend, or use the Amenity. Except where expressly authorized, you may not allow any person to use or participate in the usage of an Amenity unless they are included as an additional guest during the booking process. You solely assume all risks of your usage or consumption of any Amenity. You are solely responsible for any damage you, or anyone you invite, causes to any Amenity. Additionally, some Hosts choose to utilize global positioning systems (“GPS”) to track their Amenities for theft-prevention purposes, and by using any such Amenity you are consenting to such GPS technology being used to track the Amenity during your rental period. If you have questions about any Host’s usage of GPS tracking technology, you should ask the Host.
2. Your Responsibilities and Assumption of Risk.
2.1 Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you invite to join or use any Amenity. For example, this means: (i) you are responsible for leaving an Amenity (and related personal property) in the condition it was in when you arrived, (ii) you are responsible for paying all reasonable Damage Claim amounts necessary to cover damage that you, your guest(s), or your pet(s) cause to an Amenity, and (iii) you must act with integrity, treat others with respect, and comply with applicable laws at all times. If you are booking for an additional guest who is a minor or if you permit the usage of an Amenity by a minor, you must be legally authorized to act on behalf of the minor and you are solely responsible for the supervision of that minor.
2.2 Your Assumption of Risk. You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Mount Platform, any Content (as defined in Section 8), and any Amenity, or any other interaction you have with other Members whether in person or online. This means it is your responsibility to investigate a Host and any applicable Amenity to determine whether it is suitable for you. For example, Amenities may carry risk of bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate or otherwise utilize those Amenities.
3. Hosting on Mount.
3.1 Host. As a Host, Mount offers you the right to use the Mount Platform to share your Amenities with our vibrant community of Guests - and earn money doing it. It’s easy to create a Listing and you are in control of how you host - set your price, availability, and rules for each Listing.
3.2 Contracting with Guests. When permit the booking of an Amenity by a Guest, or receive a booking confirmation through the Mount Platform, you are entering into a contract directly with the Guest, and are responsible for delivering your Amenity under the terms and at the price specified in your Listing. You are also agreeing to pay applicable fees like Mount’s service fee (and applicable taxes) for each booking. Mount will deduct amounts you owe from your payout unless we and you agree to a different method. Any terms, policies or conditions that you include in any supplemental contract with Guests must: (i) be consistent with these Terms, and the information provided in your Listing, and (ii) be prominently disclosed in your Listing description.
3.3 Independence of Hosts. Your relationship with Mount is that of an independent contractor, whether as an individual or entity, and not an employee, agent, joint venturer, or partner of Mount, except that Mount acts as a payment collection agent as described in the Payments Terms. Mount does not direct or control your Listing, and you agree that you have complete discretion whether and when to provide Amenities, and at what price and on what terms to offer them.
4. Managing Your Listing.
4.1 Creating and Managing Your Listing. The Mount Platform provides tools that make it easy for you to set up and manage a Listing. Your Listing must include complete and accurate information about your Amenity, your price, other charges like cleaning fees, offline fees, and any rules or requirements that apply to your Guests or Listing. You are responsible for keeping your Listing information and content (like photos) up-to-date and accurate at all times. We recommend that you obtain appropriate insurance for your Amenities and suggest you carefully review policy terms and conditions including coverage details and exclusions. You may only maintain one Listing per Amenity, but may have multiple Listings for a single property if it has multiple Amenities available.
4.3 Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Amenities. You are responsible for setting your price and establishing rules and requirements for your Listing. You are responsible for ensuring the proper operation, safety, and good working condition of any Amenity you offer after the conclusion of each rental period by a Guest. You are responsible for verifying that each Amenity is not damaged or destroyed after each rental period by a Guest; failure to do so may eliminate your ability to make a Damage Claim, and you shall be solely liable for any damage or destruction of your Amenity, and for any repair or replacement cost related thereto. You are solely responsible for any theft-prevention measures you may utilize in relation to your Amenities, including the usage of GPS tracking devices. If you choose to utilize GPS tracking devices, you may only affix such devices to your Amenities (and not to any Guest) and shall only use such devices for lawful, theft-prevention purposes. You shall not use such GPS devices for any unlawful purpose, or to harass, stalk, solicit, or otherwise invade the privacy of any Guest or third-party. You must describe any and all fees and charges in your Listing description and may not collect any additional fees or charges outside the Mount Platform. Do not encourage Guests to create third-party accounts, submit reviews, provide their contact information, or take other actions outside the Mount Platform. You are solely responsible for the content of your communications with Guests or other Members, and Mount hereby explicitly disclaims any and all liability arising from conversations between Members, regardless of whether such communications were hosted on the Mount Platform or otherwise.
4.4 Hosting as a Team or Organization. If you work with a co-host or host as part of a team, business, or other organization, the entity and each individual who participates in providing Amenities is responsible and liable as a Host under these Terms. If you accept terms or enter into contracts, you represent and warrant that you are authorized to enter into contracts for and bind your team, business or other organization, and that each entity you use is in good standing under the laws of the place where it is established. If you perform other functions, you represent and warrant that you are authorized to perform those functions. If you instruct Mount to transfer a portion of your payout to a co-host or other Hosts, or to send payments to someone else, you must be authorized to do so, and are responsible and liable for the payment amounts and accuracy of any payout information you provide.
4.5 Your Assumption of Risk. You acknowledge that hosting carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Mount Platform, offering Amenities, or any interaction you have with other Members whether in person or online. You agree that you have had the opportunity to investigate the Mount Platform and any laws, rules, regulations, or obligations that may be applicable to your Listings or Amenities and that you are not relying upon any statement of law made by Mount.
5.1 Host Taxes. As a Host, you are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or include in your price any applicable VAT or other indirect taxes, occupancy taxes, tourist, income, or other taxes ("Taxes").
5.2 Collection and Remittance by Mount. In jurisdictions where Mount facilitates the collection and/or remittance of Taxes on behalf of Hosts, you instruct and authorize Mount to collect Taxes on your behalf, and/or to remit such Taxes to the relevant Tax authority. Any Taxes that are collected and/or remitted by Mount are identified to Members on their transaction records, as applicable. Mount may seek additional amounts from Members (including by deducting such amounts from future payouts) in the event that the Taxes collected and/or remitted are insufficient to fully discharge that Members’ tax obligations, and you agree that your sole remedy for Taxes collected by Mount is a refund from the applicable Tax authority. You acknowledge and agree that we retain the right, with prior notice to affected Members, to cease the collection and remittance of Taxes in any jurisdiction for any reason.
5.3 Tax Information. In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that Mount may issue on your behalf invoices or similar documentation for VAT, GST, consumption or other Taxes for your Amenities to facilitate accurate tax reporting by you, our Guests, and/or their organizations.
6. Payment Terms
6.1 Payment Procedures. Mount requires users of the Mount Platform to provide payment information to Mount (each, a “Payment Method”). Guests must provide a valid credit or debit card to be charged in connection with rentals of Amenities and Damage Claims, and Hosts must provide Mount with valid bank account information for the deposit of a Host’s rental revenue, after deduction of Mount’s fees. Mount collects payments from Guests for the rental or usage of a Host’s Amenities, and remits such payments to the applicable Host (“Host Earnings”) at the end of each calendar month, less Mount’s Fees (defined below) and less the amount of any refunds, credits, or other permitted deductions. All Host Earnings shall be paid via the Mount Platform to the account designated by the Host via Stripe. If Mount determines, in Mount’s sole and absolute discretion, that (i) a Guest is entitled to a refund for the rental of an Amenity, or (ii) a Guest has been overcharged for the rental of an Amenity, Mount shall be entitled to issue a full or partial refund to the Guest, and the amount of such refund shall be deducted from the Host Earnings payable to the Host. In the event a Guest rents an Amenity of a Host, and the credit card charge is rejected, cancelled, or otherwise clawed-back by the Guest or applicable credit card provider, the applicable amounts shall be deducted from the Host Earnings, and Mount shall have no liability therefor.
6.2 Mount’s Fees. A Host offering an Amenity for rental or usage through the Mount Platform may set the price for each applicable Amenity in their sole discretion. Mount charges Hosts a monthly fee for usage of the Mount Platform (the “SaaS Fee”). Mount shall add twenty percent (20%) of the applicable fee to the rental price offered to Guests per transaction, which Mount shall be entitled to withhold and retain as compensation for provision of the Mount Platform and any other services provided by Mount (the “Rental Fee”). . The Rental Fee and the SaaS Fee are collectively referred to herein as the “Mount Fees.”
After each rental of an Amenity, Guests and Hosts will have an opportunity to review each other. Your Review must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates our policies. Reviews are not verified by Mount for accuracy and may be incorrect or misleading.
9. Fees. Mount may charge fees (and applicable Taxes) to Hosts and Guests for the right to use the Mount Platform. Except as otherwise provided on the Mount Platform, service fees are non-refundable. Mount reserves the right to change the service fees at any time, and will provide Members notice of any fee changes before they become effective. Fee changes will not affect bookings made prior to the effective date of the fee change. If you disagree with a fee change you may terminate this agreement at any time pursuant to Section 11.2.
10. Mount Platform Rules.
10.1 Rules. You must follow these rules and must not help or induce others to break or circumvent these rules.
Act with integrity and treat others with respect
Do not lie, misrepresent something or someone, or pretend to be someone else.
Be polite and respectful when you communicate or interact with others.
Do not discriminate against or harass others.
Do not scrape, hack, reverse engineer, compromise or impair the Mount Platform
Do not use bots, crawlers, scrapers, or other automated means to access or collect data or other content from or otherwise interact with the Mount Platform.
Do not hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Mount Platform or Content.
Do not decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the Mount Platform.
Do not take any action that could damage or adversely affect the performance or proper functioning of the Mount Platform.
Only use the Mount Platform as authorized by these Terms or another agreement with us
You may only use another Member’s personal information as necessary to facilitate a transaction using the Mount Platform as authorized by these Terms.
Do not use the Mount Platform, our messaging tools, or Members’ personal information to send commercial messages without the recipient’s express consent.
You may use Content made available through the Mount Platform solely as necessary to enable your use of the Mount Platform as a Guest or Host.
Do not use Content unless you have permission from the Content owner or the use is authorized by us in these Terms or another agreement you have with us.
Do not request, make, or accept a booking or any payment outside of the Mount Platform to avoid paying fees, taxes or for any other reason.
Do not require or encourage Guests to open an account, leave a review, complete a survey, or otherwise interact, with a third-party website, application or service before, during or after a Reservation, unless authorized by Mount.
Do not book Amenities unless you are actually using the Amenities.
Do not use, copy, display, mirror or frame the Mount Platform, any Content, any Mount branding, or any page layout or design without our consent.
Honor your legal obligations
Understand and follow the laws that apply to you, including privacy, data protection, and export laws.
Read and follow our Terms, and any policies or standards that are communicated to you from Mount.
Do not use the name, logo, branding, or trademarks of Mount or others without permission.
Do not use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that may be confused with Mount branding.
Do not offer Amenities that violate the laws or agreements that apply to you.
Do not offer or solicit prostitution or participate in or facilitate human trafficking.
10.2 Reporting Violations. If you believe that a Member, Listing or Content poses an imminent risk of harm to a person or property, you should immediately contact local authorities before contacting Mount. In addition, if you believe that a Member, Listing or Content has violated our standards, you should report your concerns to Mount. If you reported an issue to local authorities, Mount may request a copy of that report. Except as required by law, you agree that we are not obligated to take action in response to any report.
10.3 Copyright Notifications. If you believe that Content on the Mount Platform infringes copyrights, please notify us.
11. Termination, Suspension and other Measures.
11.1 Term. The agreement between you and Mount reflected by these Terms is effective when you access the Mount Platform (for example to create an account) and remains in effect until either you or we terminate the agreement in accordance with these Terms.
11.2 Termination. You may terminate this agreement at any time by deleting your account. Mount may terminate this agreement and your account for any reason by giving you 30 days’ notice via email or using any other contact information you have provided for your account. Mount may also terminate this agreement immediately and without notice and stop providing access to the Mount Platform if you breach these Terms, you violate our policies, or you violate applicable laws, or we reasonably believe termination is necessary to protect Mount, its Members, or third parties. If your account has been inactive for more than two years, we may terminate your account without prior notice.
11.3 Member Violations. If (i) you breach these Terms, or our policies, (ii) you violate applicable laws, regulations, or third-party rights, or (iii) Mount believes it is reasonably necessary to protect Mount, its Members, or third parties; Mount may, with or without prior notice:
suspend or limit your access to or use of the Mount Platform and/or your account;
suspend or remove Listings, Reviews, or other Content;
cancel bookings; or
suspend or revoke any special status associated with your account.
For minor violations or where otherwise appropriate as Mount determines in its sole discretion, you will be given notice of any intended measure by Mount and an opportunity to resolve the issue.
11.4 Legal Mandates. Mount may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including the measures described above in Section 11.3.
11.5 Effect of Termination. If you are a Host and terminate your Mount account, any Listings you have posted on the Mount Platform will be removed. If you terminate your account as a Guest, any booking(s) will be automatically cancelled and any refund will depend upon the terms of the Reservation’s cancellation policy. When this agreement has been terminated, you are not entitled to a restoration of your account or any of your Content. If your access to or use of the Mount Platform has been limited, or your Mount account has been suspended, or this agreement has been terminated by us, you may not register a new account or access or use the Mount Platform through an account of another Member.
11.6 Survival. Parts of these Terms that by their nature survive termination, will survive termination of this agreement.
Mount may modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the Mount Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of any material changes by email at least 30 days before the date they become effective. If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. If you do not terminate your agreement before the date the revised Terms become effective, your continued access to or use of the Mount Platform will constitute acceptance of the revised Terms.
13. Resolving Complaints and Damage Claims.
If a Member provides valid evidence that you, your guest(s), or your pet(s)damaged the complaining Member’s real or personal property, or real or personal property the complaining Member is responsible for, including consequential damages, (“Damage Claim”), the complaining Member can notify Mount. You will be notified of the Damage Claim and given an opportunity to respond. If you agree to pay, or if the Damage Claim is escalated to Mount and Mount determines in its sole discretion that the Damage Claim is valid and you are responsible for the Damage Claim, Mount can collect the amount of the Damage Claim from you. You agree that Mount may seek to recover from you under any insurance policies you maintain and that Mount may also pursue against you any remedies it may have available under applicable law, including referral of the matter to a collections agency, and/or pursuit of available causes of action and/or claims against you. You agree to cooperate in good faith, provide any information Mount requests, execute documents, and take further reasonable action, in connection with Damage Claims, Member complaints, claims under insurance policies, or other claims related to your provision or use of Amenities.
14. Mount’s Role.
We offer you the right to use a platform that enables Members to publish, offer, and book Amenities. While we work hard to ensure our Members have great experiences using the Mount Platform, we do not and cannot control the conduct of Guests and Hosts. Members are solely responsible for the Content they post, and for the content of communications between Members, and Mount hereby disclaims any and all liability arising from the foregoing, whether or not such Content or communications occur on the Mount Platform or otherwise. You acknowledge that Mount has the right, but does not have any obligation, to monitor the use of the Mount Platform and verify information provided by our Members. For example, we may review, disable access to, remove, or edit Content to: (i) operate, secure and improve the Mount Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) address Content that we determine is harmful or objectionable; (v) take actions set out in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing Listings that don’t meet quality and eligibility criteria. Members acknowledge and agree that Mount administers these Terms, including decisions about whether and how to apply them to a particular situation, at its sole discretion. Members agree to cooperate with and assist Mount in good faith, and to provide Mount with such information and take such actions as may be reasonably requested by Mount with respect to any investigation undertaken by Mount regarding the use or abuse of the Mount Platform. Mount is not acting as an agent for any Member except for where Mount acts as a collection agent as provided in the Payments Terms.
15. Member Accounts.
You must register an account to access and use many features of the Mount Platform. Registration is only permitted for legal entities, partnerships and natural persons who are 18 years or older. You represent and warrant that you are not a person or entity barred from using the Mount Platform under the laws of the United States, your place of residence, or any other applicable jurisdiction. You must provide accurate, current, and complete information during registration and keep your account information up-to-date. You may not register more than one account or transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify Mount if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If and as permitted by applicable law, we may, but have no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, (iii) screen you against third-party databases or other sources and request reports from service providers, and (iv) obtain reports from public records of criminal convictions or sex offender registrations or their local equivalents.
16. Disclaimer of Warranties.
We provide the Mount Platform and all Content “as is” without warranty of any kind and we disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Guest, Host, Amenity, Listing or third party; (ii) we do not warrant the performance or non-interruption of the Mount Platform; and (iii) we do not warrant that verification, identity or background checks conducted on Listings or Members (if any) will identify past misconduct or prevent future misconduct. Any references to a Member or Listing being "verified" (or similar language) indicate only that the Member or Listing or Mount has completed a relevant verification or identification process and nothing else. The disclaimers in these Terms apply to the maximum extent permitted by law. If you have statutory rights or warranties we cannot disclaim, the duration of any such statutorily required rights or warranties, will be limited to the maximum extent permitted by law.
17. Limitations on Liability.
Neither Mount (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the Mount Platform or any Content 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) these Terms, (ii) the use of or inability to use the Mount Platform, any Amenity, or any Content, (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Mount Platform, or (iv) publishing or booking of a Listing, including the provision or use of Amenities, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Mount has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.
Except for our obligation to transmit payments to Hosts under these Terms, in no event will Mount’s aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interaction with any Members, or your use of or inability to use the Mount Platform, any Content, or any Amenity, exceed: (A) to Guests, the amount you paid as a Guest during the 12-month period prior to the event giving rise to the liability, (B) to Hosts, the amount paid to you as a Host in the 12-month period prior to the event giving rise to the liability, or (C) to anyone else, one hundred U.S. dollars (US$100).
These limitations of liability and damages are fundamental elements of the agreement between you and Mount. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.
To the maximum extent permitted by applicable law, you agree to release, defend (at Mount’s option), indemnify, and hold Mount (including Mount affiliates, and their personnel) harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms, (ii) your improper use of the Mount Platform, (iii) your interaction with any Member, usage of any Amenity, 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, participation or use, (iv) your failure, or our failure at your direction, to accurately report, collect or remit Taxes, or (v) your breach of any laws, regulations or third party rights such as intellectual property or privacy rights.
19. United States Governing Law and Venue.
If you reside or have your place of establishment in the United States, these Terms will be interpreted in accordance with the laws of the State of Delaware and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the arbitration agreement in Section 20.5 must be brought in state or federal court in New Castle County, Delaware, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Wilmington, Delaware.
20. United States Dispute Resolution and Arbitration Agreement.
20.1 Application. This Arbitration Agreement only applies to you if your country of residence or establishment is the United States. If your country of residence or establishment is not the United States, and you nevertheless attempt to bring any legal claim against Mount in the United States, this Arbitration Agreement will apply for determination of the threshold issue of whether this Section 20 applies to you, and all other threshold determinations, including residency, arbitrability, venue, and applicable law.
20.2 Overview of Dispute Resolution Process. Mount is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom this Section 20 applies: (1) an informal negotiation directly with Mount’s customer service team (described in Section 20.3, below), and if necessary (2) a binding arbitration administered by the American Arbitration Association (“AAA”). You and Mount each retain the right to seek relief in small claims court as an alternative to arbitration.
20.3 Mandatory Pre-Arbitration Dispute Resolution and Notification. At least 30 days prior to initiating an arbitration, you and Mount each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send your notice of dispute to Mount by mailing it to Mount’s agent for service: VCorp Services, LLC at 108 W. 13th St, Ste 100, Wilmington, DE 19801. Mount will send its notice of dispute to the email address associated with your Mount account. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written Demand for Arbitration (available at www.adr.org) with the AAA and providing a copy to the other party as specified in the AAA Rules (available at www.adr.org).
20.4 Agreement to Arbitrate. You and Mount mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the Mount Platform, Amenities, or any Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Mount agree that the arbitrator will decide that issue.
20.5 Exceptions to Arbitration Agreement. You and Mount each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as defined by Section 19): (i) any claim or cause of action alleging actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); or (iii) a request for the remedy of public injunctive relief; or (iv) any individual claim of sexual assault or sexual harassment arising from your use of the Mount Platform or any Amenity. You and Mount agree that the remedy of public injunctive relief will proceed after the arbitration of all arbitrable claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration pursuant to section 3 of the Federal Arbitration Act.
20.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org. In order to initiate arbitration, a completed written demand (available at www.adr.org) must be filed with the AAA and provided to the other party, as specified in the AAA rules.
20.7 Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Mount agrees that any required arbitration hearing may be conducted, at your option: (a) in the U.S. county where you reside; (b) in New Castle County; (c) via phone or video conference; or (d) if all parties agree, by solely the submission of documents to the arbitrator.
20.8 Modification of AAA Rules - Attorney’s Fees and Costs. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. Either party may make a request that the arbitrator award attorneys’ fees and costs upon proving that the other party has asserted a claim, cross-claim or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the AAA Rules.
20.9 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 any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
20.10 Jury Trial Waiver. You and Mount acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
20.11 No Class Actions or Representative Proceedings. You and Mount acknowledge and agree that, to the fullest extent permitted by law, we are each 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 or consolidated proceeding. Unless we 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 there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.
20.12 Severability. Except as provided in Section 20.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision will be severed and the remainder of the Arbitration Agreement will be given full force and effect.
20.13 Changes to Agreement to Arbitrate. If Mount changes this Section 20 after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject that change by sending us written notice (including by email) within 30 days of the date the change is effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Mount (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Mount.
20.14 Survival. Except as provided in Section 20.12 and subject to Section 11.6, this Section 20 will survive any termination of these Terms and will continue to apply even if you stop using the Mount Platform or terminate your Mount account.
21.1 Interpreting these Terms. Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms (including those items incorporated by reference) constitute the entire agreement between Mount and you pertaining to your access to or use of the Mount Platform and supersede any and all prior oral or written understandings or agreements between Mount and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Mount. If any provision of these Terms is held to be invalid or unenforceable, except as otherwise indicated in Section 20.11 above, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.”
21.2 No Waiver. Mount’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
21.3 Assignment. You may not assign, transfer or delegate this agreement or your rights and obligations hereunder without Mount’s prior written consent. Mount may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice.
21.4 Notice. Unless specified otherwise, any notices or other communications to Members permitted or required under this agreement, will be provided electronically and given by Mount via email, Mount Platform notification, messaging service (including SMS), or any other contact method we enable and you provide.
21.5 Third-Party Services. The Mount Platform may contain links to third-party websites, applications, services or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Mount is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.
21.6 Google Terms. Some translations on the Mount Platform are powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.
21.7 Apple Terms. If you access or download our application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement.
21.8 Mount Platform Content. Content made available through the Mount Platform may be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge that all intellectual property rights for that Content are the exclusive property of Mount and/or its licensors and agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices. You may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit any Content accessed through the Mount Platform except to the extent you are the legal owner of that Content or as expressly permitted in these Terms. Subject to your compliance with these Terms, Mount grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) use the Mount Platform; and (ii) access and view the Content made available on or through the Mount Platform and accessible to you, solely for your personal and non-commercial use.
21.9 Force Majeure. Mount shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
21.10 Emails and SMS. You will receive administrative communications from us using the email address or other contact information you provide for your Mount account. Enrollment in additional email subscription programs will not affect the frequency of these administrative emails, though you should expect to receive additional emails specific to the program(s) to which you have subscribed. You may also receive promotional emails from us. No fee is charged for these promotional emails, but third-party data rates could apply. You can control whether you receive promotional emails using the notification preferences in your account settings. Please note that you will not be able to take advantage of certain promotions if you disable certain communication settings or do not have a Mount account.
21.11 Contact Us. If you have any questions about these Terms please email us at firstname.lastname@example.org.