Terms of Service
Terms of Service
Last Revised: June 27, 2024
Last Revised: June 27, 2024
INTRODUCTION
These Terms of Service (the “Terms” or “this Agreement”) are a legal agreement between you and Sherpa Market Inc., d/b/a Sherpa, (the “Company”, “Sherpa”, “we”, “our”, or “us”) governing your access to and use of the Sherpa mobile applications (the “App”), the website Gowithsherpa.com (the "Site"), and the services which Sherpa agrees to provide to you in connection with the App or the Site (the “Services”). These Terms of Service, together with the Sherpa User Agreement https://gowithsherpa.com/useragreement (the “User Agreement) govern your use of the Services provided by Sherpa.
If you are accessing the App, the Site or using the Service on behalf of a third party that has entered into a separate agreement with the Company in connection with the Services (“Services Agreement”), your use of the App, the Site and Services will also be subject to the terms and conditions of the Services Agreement.
PLEASE BE ADVISED THAT THE USER AGREEMENT CONTAINS AN ELECTION TO ARBITRATE ANY DISPUTES BETWEEN YOU AND SHERPA, WHICH WILL, UPON ELECTION BY YOU OR US, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (SEE DISPUTES BETWEEN YOU AND SHERPA, SECTION 14 OF THE USER AGREEMENT https://gowithsherpa.com/useragreement). UNLESS YOU OPT OUT, IN THE EVENT OF AN ELECTION BY THE COMPANY TO ARBITRATE YOUR CLAIMS: (1) DIPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF ON AN INDIVIDUAL BASIS AND YOU WAIVE YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. THE ELECTION TO ARBITRATE ALSO INCLUDES, BUT IS NOT LIMITED TO ANY DISPUTE UNDER THIS AGREEMENT OR THE PRIVACY POLICY.
THIS AGREEMENT AND THE USER AGREEMENT ALSO CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED (SEE DISCLAIMERS (SECTION 12 OF THIS AGREEMENT), INDEMNITY (SECTION 15 OF THIS AGREEMENT AND SECTIONS 11 AND 12 OF THE USER AGREEMENT) AND LIMITATION OF LIABILITY (SECTION 16 OF THIS AGREEMENT AND SECTION 10 OF THE USER AGREEMENT AND ).
YOU UNDERSTAND THAT BY ACCESSING OR USING THE APP, THE SITE OR ANY OF THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS, THE CODE OF CONDUCT AND THE USER AGREEMENT. YOU UNDERSTAND THAT BY ACCESSING OR USING THE APP, THE SITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS, THE CODE OF CONDUCT AND THE USER AGREEMENT. IF YOU DO NOT OR CANNOT AGREE WITH ANY PART OF THESE TERMS, THE CODE OF CONDUCT OR THE USER AGREEMENT, YOU MAY NOT USE THE APP, THE SITE OR ANY SERVICES.
INTRODUCTION
These Terms of Service (the “Terms” or “this Agreement”) are a legal agreement between you and Sherpa Market Inc., d/b/a Sherpa, (the “Company”, “Sherpa”, “we”, “our”, or “us”) governing your access to and use of the Sherpa mobile applications (the “App”), the website Gowithsherpa.com (the "Site"), and the services which Sherpa agrees to provide to you in connection with the App or the Site (the “Services”). These Terms of Service, together with the Sherpa User Agreement https://gowithsherpa.com/useragreement (the “User Agreement) govern your use of the Services provided by Sherpa.
If you are accessing the App, the Site or using the Service on behalf of a third party that has entered into a separate agreement with the Company in connection with the Services (“Services Agreement”), your use of the App, the Site and Services will also be subject to the terms and conditions of the Services Agreement.
PLEASE BE ADVISED THAT THE USER AGREEMENT CONTAINS AN ELECTION TO ARBITRATE ANY DISPUTES BETWEEN YOU AND SHERPA, WHICH WILL, UPON ELECTION BY YOU OR US, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (SEE DISPUTES BETWEEN YOU AND SHERPA, SECTION 14 OF THE USER AGREEMENT https://gowithsherpa.com/useragreement). UNLESS YOU OPT OUT, IN THE EVENT OF AN ELECTION BY THE COMPANY TO ARBITRATE YOUR CLAIMS: (1) DIPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF ON AN INDIVIDUAL BASIS AND YOU WAIVE YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. THE ELECTION TO ARBITRATE ALSO INCLUDES, BUT IS NOT LIMITED TO ANY DISPUTE UNDER THIS AGREEMENT OR THE PRIVACY POLICY.
THIS AGREEMENT AND THE USER AGREEMENT ALSO CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED (SEE DISCLAIMERS (SECTION 12 OF THIS AGREEMENT), INDEMNITY (SECTION 15 OF THIS AGREEMENT AND SECTIONS 11 AND 12 OF THE USER AGREEMENT) AND LIMITATION OF LIABILITY (SECTION 16 OF THIS AGREEMENT AND SECTION 10 OF THE USER AGREEMENT AND ).
YOU UNDERSTAND THAT BY ACCESSING OR USING THE APP, THE SITE OR ANY OF THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS, THE CODE OF CONDUCT AND THE USER AGREEMENT. YOU UNDERSTAND THAT BY ACCESSING OR USING THE APP, THE SITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS, THE CODE OF CONDUCT AND THE USER AGREEMENT. IF YOU DO NOT OR CANNOT AGREE WITH ANY PART OF THESE TERMS, THE CODE OF CONDUCT OR THE USER AGREEMENT, YOU MAY NOT USE THE APP, THE SITE OR ANY SERVICES.
Privacy
Sherpa respects the privacy of its users. The Company collects, uses and discloses information about you in accordance with the Company’s Privacy Policy https://gowithsherpa.com/privacypolicy (“Privacy Policy”). Your and your family's privacy are very important to the Company. We do not collect personally identifiable information from any child under the age of thirteen without verifiable parental consent. We do not share your information except under certain circumstances as outlined in the Privacy Policy. You understand and agree that, notwithstanding any measures taken to prevent unauthorized disclosure, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to confidential information. Accordingly, the Company cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over or stored in any system connected to the Internet.
Privacy
Sherpa respects the privacy of its users. The Company collects, uses and discloses information about you in accordance with the Company’s Privacy Policy https://gowithsherpa.com/privacypolicy (“Privacy Policy”). Your and your family's privacy are very important to the Company. We do not collect personally identifiable information from any child under the age of thirteen without verifiable parental consent. We do not share your information except under certain circumstances as outlined in the Privacy Policy. You understand and agree that, notwithstanding any measures taken to prevent unauthorized disclosure, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to confidential information. Accordingly, the Company cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over or stored in any system connected to the Internet.
Services
Sherpa is a marketplace where Clients and Sherpas can identify each other and advertise, buy, and sell services provided by Sherpas online. Subject to the User Agreement and this Agreement, Sherpa provides the Services to you, including hosting and maintaining the Sherpa Site and App, facilitating the formation of a contract (“Service Contract”) between you and other users on the Site or the App, and assisting you in resolving disputes which may arise in connection with those contracts. When you enter a Service Contract, you agree to use the Services exclusively to invoice, receive, and pay any amounts owed under the Service Contract. Users of the Site the App or the Services include Clients and Sherpas. A “Client” is any authorized user of the App, the Site or Services who seeks or obtain Sherpa services, including from another user. A “Sherpa” is any authorized user of the App, the Site or Services that utilizes the Services to advertise, provide, or receive payment for the provision of services to Clients.
Services
Sherpa is a marketplace where Clients and Sherpas can identify each other and advertise, buy, and sell services provided by Sherpas online. Subject to the User Agreement and this Agreement, Sherpa provides the Services to you, including hosting and maintaining the Sherpa Site and App, facilitating the formation of a contract (“Service Contract”) between you and other users on the Site or the App, and assisting you in resolving disputes which may arise in connection with those contracts. When you enter a Service Contract, you agree to use the Services exclusively to invoice, receive, and pay any amounts owed under the Service Contract. Users of the Site the App or the Services include Clients and Sherpas. A “Client” is any authorized user of the App, the Site or Services who seeks or obtain Sherpa services, including from another user. A “Sherpa” is any authorized user of the App, the Site or Services that utilizes the Services to advertise, provide, or receive payment for the provision of services to Clients.
Registration
You may access certain online features of the Services through your account on the App or the Site (your “Account”). You may log into your Account using a unique username and password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You are solely responsible for any actions taken under your username. You agree that the information that you provide to the Company about yourself upon registration of your Account, and at all other times, (“Customer Data”) will be true, accurate, current and complete, and you further agree that you will maintain and promptly update the Customer Data to ensure that it remains true, accurate, current and complete. You may not impersonate any other person or use a username or password that you are not authorized to use. The Company reserves the right to decline a registration either to join Sherpa or to add an Account of any type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations. The Company reserves the right to require you to change your password for any reason at any time. If you become aware of any unauthorized use of your Account, you agree to notify the Company immediately at legal@gowithsherpa.com.
Registration
You may access certain online features of the Services through your account on the App or the Site (your “Account”). You may log into your Account using a unique username and password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You are solely responsible for any actions taken under your username. You agree that the information that you provide to the Company about yourself upon registration of your Account, and at all other times, (“Customer Data”) will be true, accurate, current and complete, and you further agree that you will maintain and promptly update the Customer Data to ensure that it remains true, accurate, current and complete. You may not impersonate any other person or use a username or password that you are not authorized to use. The Company reserves the right to decline a registration either to join Sherpa or to add an Account of any type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations. The Company reserves the right to require you to change your password for any reason at any time. If you become aware of any unauthorized use of your Account, you agree to notify the Company immediately at legal@gowithsherpa.com.
Compliance with Terms and Code of Conduct
We may review your conduct for compliance with these Terms and our Code of Conduct; however, we aren’t responsible for your compliance with these Terms or the Code of Conduct, or any other party’s compliance with these Terms or the Code of Conduct.
Compliance with Terms and Code of Conduct
We may review your conduct for compliance with these Terms and our Code of Conduct; however, we aren’t responsible for your compliance with these Terms or the Code of Conduct, or any other party’s compliance with these Terms or the Code of Conduct.
Meetings
Sherpa services require Clients and Sherpas to meet in person for the Sherpa to perform the service. In such cases, users should note that Sherpa does not guarantee the behavior, conduct, safety, suitability or ability of either Clients or Sherpas. Both Clients and Sherpas agree that the entire risk arising out of their meeting and/or their use or performance of services remains solely with them, and Sherpa has no responsibility or liability related to any services provided by the Sherpas.
Meetings
Sherpa services require Clients and Sherpas to meet in person for the Sherpa to perform the service. In such cases, users should note that Sherpa does not guarantee the behavior, conduct, safety, suitability or ability of either Clients or Sherpas. Both Clients and Sherpas agree that the entire risk arising out of their meeting and/or their use or performance of services remains solely with them, and Sherpa has no responsibility or liability related to any services provided by the Sherpas.
Emergency Contact
The App and the Services are not a replacement for 911. If you are in immediate danger, are suffering a medical emergency or are the victim of a crime, CALL 911 and/or the appropriate authorities and do not rely on this service. Even if your App shows connectivity, we do not guarantee, and have no control over, whether any alerts, messages, emails, push notifications or any other service will be delivered real-time to, immediately accessed by, or responded to by, any recipient or emergency responder.
Emergency Contact
The App and the Services are not a replacement for 911. If you are in immediate danger, are suffering a medical emergency or are the victim of a crime, CALL 911 and/or the appropriate authorities and do not rely on this service. Even if your App shows connectivity, we do not guarantee, and have no control over, whether any alerts, messages, emails, push notifications or any other service will be delivered real-time to, immediately accessed by, or responded to by, any recipient or emergency responder.
Grant of License
Subject to your continuing compliance with these Terms, Sherpa grant to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to use the App and access the Services insofar as owned by or licensed through us on each communications, computing, or other device or account registered by you or otherwise used by you, regardless of whether you own such device, for use in connection with the App and the Services, including but not limited to your computer, mobile phone, email account, and phone number; and only for your own purposes, on and subject to these Terms. All other rights not expressly granted to you are reserved. Some software components used in the App may be offered under an open source or other license, in which case your use of those components of the App shall be governed by such license terms to the extent only of any inconsistency between these Terms and those license terms. You acknowledge and agree that your use of the App Services is at all times subject to and conditional upon your continued compliance with these Terms and all other applicable terms, and any failure to comply with these Terms and such other terms automatically results in the revocation of all licenses granted hereby.
Grant of License
Subject to your continuing compliance with these Terms, Sherpa grant to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to use the App and access the Services insofar as owned by or licensed through us on each communications, computing, or other device or account registered by you or otherwise used by you, regardless of whether you own such device, for use in connection with the App and the Services, including but not limited to your computer, mobile phone, email account, and phone number; and only for your own purposes, on and subject to these Terms. All other rights not expressly granted to you are reserved. Some software components used in the App may be offered under an open source or other license, in which case your use of those components of the App shall be governed by such license terms to the extent only of any inconsistency between these Terms and those license terms. You acknowledge and agree that your use of the App Services is at all times subject to and conditional upon your continued compliance with these Terms and all other applicable terms, and any failure to comply with these Terms and such other terms automatically results in the revocation of all licenses granted hereby.
Third Party Software and Linking
Although we may make software, hyperlinks, and other products of third-party companies available to you, your use of such products is subject to the respective terms and conditions imposed by the third party owning, manufacturing or distributing such products, and the agreement for your use will be between you and such third party. The Company makes no warranty with regard to the products or websites of any other entity. The Company has no control over the content or availability of any third-party software or website. In particular, (a) the Company makes no warranty that any third-party software you download or website you visit will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses and (b) it is your responsibility to become familiar with any website's privacy and other policies and terms of service, and to contact that website's webmaster or website administrator with any concerns.
Third Party Software and Linking
Although we may make software, hyperlinks, and other products of third-party companies available to you, your use of such products is subject to the respective terms and conditions imposed by the third party owning, manufacturing or distributing such products, and the agreement for your use will be between you and such third party. The Company makes no warranty with regard to the products or websites of any other entity. The Company has no control over the content or availability of any third-party software or website. In particular, (a) the Company makes no warranty that any third-party software you download or website you visit will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses and (b) it is your responsibility to become familiar with any website's privacy and other policies and terms of service, and to contact that website's webmaster or website administrator with any concerns.
App Store Usage Rules
With respect to the Service accessed through or downloaded from the Apple App Store or Google Play Store (each an “App Store” and references to the App Store include the corporate entity and its subsidiaries making the App Store available to you), you agree to comply with all applicable third-party terms of the App Store (the “Usage Rules”) when using the App. To the extent these Terms provide for usage rules that are less restrictive than or otherwise in conflict with the Usage Rules, the more restrictive term applies. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store-Sourced Application”), you will only use the App Store-Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.
App Store Usage Rules
With respect to the Service accessed through or downloaded from the Apple App Store or Google Play Store (each an “App Store” and references to the App Store include the corporate entity and its subsidiaries making the App Store available to you), you agree to comply with all applicable third-party terms of the App Store (the “Usage Rules”) when using the App. To the extent these Terms provide for usage rules that are less restrictive than or otherwise in conflict with the Usage Rules, the more restrictive term applies. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store-Sourced Application”), you will only use the App Store-Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.
Accessing and Downloading an App Store-Sourced Application.
The following applies to any App Store-Sourced Application:
10.1 You acknowledge and agree that (i) these Terms are concluded between you and Sherpa only, and not Apple, and (ii) Sherpa, not Apple, is solely responsible for the App Store-Sourced Application and content thereof. Your use of the App Store-Sourced Application must comply with the App Store Terms of Service.
10.2 You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Application.
10.3 In the event of any failure of the App Store-Sourced Application to conform to any applicable warranty, to the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the App Store-Sourced Application. As between Sherpa and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Sherpa.
10.4 You and Sherpa acknowledge that, as between Sherpa and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store-Sourced Application or your possession and use of the App Store-Sourced Application, including, but not limited to: (i) product liability claims, (ii) any claim that the App Store-Sourced Application fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.
10.5 You and Sherpa acknowledge that, in the event of any third-party claim that the App Store-Sourced Application or your possession and use of that App Store-Sourced Application infringes that third party’s intellectual property rights, as between Sherpa and Apple, Sherpa, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms.
10.6 You and Sherpa acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store-Sourced Application, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store-Sourced Application against you as a third-party beneficiary thereof.
10.7 Without limiting any other terms of these Terms, you must comply with all applicable third-party terms of agreement when using the App Store-Sourced Application.
Accessing and Downloading an App Store-Sourced Application.
The following applies to any App Store-Sourced Application:
10.1 You acknowledge and agree that (i) these Terms are concluded between you and Sherpa only, and not Apple, and (ii) Sherpa, not Apple, is solely responsible for the App Store-Sourced Application and content thereof. Your use of the App Store-Sourced Application must comply with the App Store Terms of Service.
10.2 You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Application.
10.3 In the event of any failure of the App Store-Sourced Application to conform to any applicable warranty, to the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the App Store-Sourced Application. As between Sherpa and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Sherpa.
10.4 You and Sherpa acknowledge that, as between Sherpa and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store-Sourced Application or your possession and use of the App Store-Sourced Application, including, but not limited to: (i) product liability claims, (ii) any claim that the App Store-Sourced Application fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.
10.5 You and Sherpa acknowledge that, in the event of any third-party claim that the App Store-Sourced Application or your possession and use of that App Store-Sourced Application infringes that third party’s intellectual property rights, as between Sherpa and Apple, Sherpa, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms.
10.6 You and Sherpa acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store-Sourced Application, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store-Sourced Application against you as a third-party beneficiary thereof.
10.7 Without limiting any other terms of these Terms, you must comply with all applicable third-party terms of agreement when using the App Store-Sourced Application.
Suspension and Termination
The Company reserves the right to suspend, modify, or terminate your access to and use of the App, the Site and Services at any time, without notice. Further, you agree that the Company shall not be liable to you or any third party for any termination, modification, or suspension of your access to the App, the Site or Services.
Suspension and Termination
The Company reserves the right to suspend, modify, or terminate your access to and use of the App, the Site and Services at any time, without notice. Further, you agree that the Company shall not be liable to you or any third party for any termination, modification, or suspension of your access to the App, the Site or Services.
Disclaimers
12.1 THE APP, THE SITE AND ALL SERVICES AVAILABLE THROUGH THE APP AND THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE APP AND THE SITE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
12.2 THE COMPANY DOES NOT GUARANTEE THAT THE APP, THE SITE OR THE SERVICES WILL BE SECURE, UNINTERRUPTED AND OPERATE WITHOUT ERRORS OR THAT THE APP, THE SITE AND THE SERVICES ARE FREE OF COMPUTER VIRUSES OR OTHER MALWARE. YOU AGREE THAT THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY ECONOMIC COSTS RELATING TO YOUR USE OF THE APP, THE SITE OR THE SERVICES.
12.3 THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE APP, THE SITE AND THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION RELATING TO YOUR USE OF THE APP, THE SITE, THE SERVICES AND/OR OTHER CONTENT ON THE PLATFORM. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU.
12.4 THE COMPANY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND THE COMPANY'S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Disclaimers
12.1 THE APP, THE SITE AND ALL SERVICES AVAILABLE THROUGH THE APP AND THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE APP AND THE SITE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
12.2 THE COMPANY DOES NOT GUARANTEE THAT THE APP, THE SITE OR THE SERVICES WILL BE SECURE, UNINTERRUPTED AND OPERATE WITHOUT ERRORS OR THAT THE APP, THE SITE AND THE SERVICES ARE FREE OF COMPUTER VIRUSES OR OTHER MALWARE. YOU AGREE THAT THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY ECONOMIC COSTS RELATING TO YOUR USE OF THE APP, THE SITE OR THE SERVICES.
12.3 THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE APP, THE SITE AND THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION RELATING TO YOUR USE OF THE APP, THE SITE, THE SERVICES AND/OR OTHER CONTENT ON THE PLATFORM. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU.
12.4 THE COMPANY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND THE COMPANY'S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Proprietary and Privacy Protection for Other Users’ Content on the App and the Site
Company hereby notifies you that all the information, content, image files, software and materials on the App and the Site may be protected by U.S. and international copyright and other intellectual property laws and by other applicable laws, including privacy laws. You may not copy or distribute such material without the written consent of the Company.
Proprietary and Privacy Protection for Other Users’ Content on the App and the Site
Company hereby notifies you that all the information, content, image files, software and materials on the App and the Site may be protected by U.S. and international copyright and other intellectual property laws and by other applicable laws, including privacy laws. You may not copy or distribute such material without the written consent of the Company.
Copyright Infringement
14.1 Claims of Copyright Infringement
The Company has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act of 1998 (“DMCA”) and avails itself of the protections under the DMCA. The Company reserves the right to remove any content that allegedly infringes another person’s copyright. In appropriate circumstances, we will terminate the accounts of users who infringe copyright. Notices to the Company regarding any alleged copyright infringement should be directed to the Company via email at:
Service Provider: Sherpa Market Inc.
Designated Agent: Sherpa Market Inc., Copyright Compliance Department
Email: legal@gowithsherpa.com
14.2 Notice of Infringement
To be effective, the notification must be a written communication that includes the following:
A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted;
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
14.3 Takedown Notices
We may give you notice that we have removed or disabled access to certain material (which may include your content) by means of a general notice on the Service, electronic mail to your email address in our records, or by written communication sent by first-class mail to your physical address in our records.
Copyright Infringement
14.1 Claims of Copyright Infringement
The Company has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act of 1998 (“DMCA”) and avails itself of the protections under the DMCA. The Company reserves the right to remove any content that allegedly infringes another person’s copyright. In appropriate circumstances, we will terminate the accounts of users who infringe copyright. Notices to the Company regarding any alleged copyright infringement should be directed to the Company via email at:
Service Provider: Sherpa Market Inc.
Designated Agent: Sherpa Market Inc., Copyright Compliance Department
Email: legal@gowithsherpa.com
14.2 Notice of Infringement
To be effective, the notification must be a written communication that includes the following:
A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted;
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
14.3 Takedown Notices
We may give you notice that we have removed or disabled access to certain material (which may include your content) by means of a general notice on the Service, electronic mail to your email address in our records, or by written communication sent by first-class mail to your physical address in our records.
Indemnity
You agree to indemnify, and hold Sherpa, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with (a) your access to or use of the App, the Site or Services; (b) your violation of these Terms; (c) your violation of any third party right, including without limitation any intellectual property right or any publicity, confidentiality, property or privacy right; (d) any claim that your use of the App, the Site or Services caused damage to a third party, or (e) any incorrect or fraudulent statements or information you provide in connection with the Services.
Indemnity
You agree to indemnify, and hold Sherpa, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with (a) your access to or use of the App, the Site or Services; (b) your violation of these Terms; (c) your violation of any third party right, including without limitation any intellectual property right or any publicity, confidentiality, property or privacy right; (d) any claim that your use of the App, the Site or Services caused damage to a third party, or (e) any incorrect or fraudulent statements or information you provide in connection with the Services.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR ANY LIABILITY FOR THE COMPANY’S FRAUD, FRAUDULENT MISREPRESENTATION, OR GROSS NEGLIGENCE, IN NO EVENT WILL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES AGENTS, AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR (B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.
THIS LIMITATION APPLIES REGARDLESS OF WHETHER OR NOT THE COMPANY OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES AGENTS, AFFILIATES, SUPPLIERS OR DISTRIBUTORS HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES AGENTS, AFFILIATES, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE TO YOU FOR ANY REASON IF YOU KNOWINGLY ALLOW SOMEONE TO CREATE A PROFILE FOR YOU ON THEIR ACCOUNT.
ADDITIONALLY, THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES AGENTS, AFFILIATES, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES FOR MORE THAN THE GREATER OF TWENTY DOLLARS ($20) OR THE AMOUNTS PAID BY YOU TO THE COMPANY FOR THE PAST TWELVE (12) MONTHS OF THE SERVICES IN QUESTION.
Some jurisdictions don't allow the types of limitations in this paragraph, so they may not apply to you.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR ANY LIABILITY FOR THE COMPANY’S FRAUD, FRAUDULENT MISREPRESENTATION, OR GROSS NEGLIGENCE, IN NO EVENT WILL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES AGENTS, AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR (B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.
THIS LIMITATION APPLIES REGARDLESS OF WHETHER OR NOT THE COMPANY OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES AGENTS, AFFILIATES, SUPPLIERS OR DISTRIBUTORS HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES AGENTS, AFFILIATES, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE TO YOU FOR ANY REASON IF YOU KNOWINGLY ALLOW SOMEONE TO CREATE A PROFILE FOR YOU ON THEIR ACCOUNT.
ADDITIONALLY, THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES AGENTS, AFFILIATES, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES FOR MORE THAN THE GREATER OF TWENTY DOLLARS ($20) OR THE AMOUNTS PAID BY YOU TO THE COMPANY FOR THE PAST TWELVE (12) MONTHS OF THE SERVICES IN QUESTION.
Some jurisdictions don't allow the types of limitations in this paragraph, so they may not apply to you.
General
17.1 Modification
The Company may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the App, the Site or Services after the “Last Revised” date at the top of these Terms. Your continued access to or use of the App, the Site or Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. If you do not agree with the modifications, do not access or use the App, the Site or Services.
17.2 Applicable Law
These Terms shall be governed by the laws of Minnesota without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction.
17.3 Contact
Any questions, comments or suggestions, including any report of violation of these Terms should be provided to the Administrator by email at legal@gowithsherpa.com.
17.4 Entire Agreement
These Terms, along with any other applicable agreement referenced herein, constitutes the entire agreement between you and the Company and govern your use of the App, the Site and the Services, superseding any prior agreements between you and the Company. The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and the Company nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.
General
17.1 Modification
The Company may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the App, the Site or Services after the “Last Revised” date at the top of these Terms. Your continued access to or use of the App, the Site or Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. If you do not agree with the modifications, do not access or use the App, the Site or Services.
17.2 Applicable Law
These Terms shall be governed by the laws of Minnesota without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction.
17.3 Contact
Any questions, comments or suggestions, including any report of violation of these Terms should be provided to the Administrator by email at legal@gowithsherpa.com.
17.4 Entire Agreement
These Terms, along with any other applicable agreement referenced herein, constitutes the entire agreement between you and the Company and govern your use of the App, the Site and the Services, superseding any prior agreements between you and the Company. The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and the Company nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.
Code of Conduct
This Code of Conduct is a part of the Terms of Service governing your access to, and use of, the Services provided by the Company. Capitalized terms used but not disclosed in this Code of Conduct have the meaning provided in the Terms of Service.
You agree not to misuse the Services or help or encourage any other party to misuse the Services. For example, and without limitation, you may not:
Interfere or disrupt or attempt to gain unauthorized access to other accounts on the App, the Site or any other computer network;
Breach or otherwise circumvent any security or authentication measures;
Circumvent storage space limits
Create user accounts by automated means or under fraudulent or false pretenses;
Create multiple accounts;
Create or transmit unsolicited electronic communications such as spam to users or promote any products or services;
Sell the Services unless specifically authorized to do so;
Defame competing Sherpas by ordering from competing Sherpas and providing defamatory reviews;
Spam or solicit previous Clients or Sherpas to pursue removing/modifying reviews;
Harass, threaten or intentionally embarrass or cause harm or distress to another person or group;
Distribute, upload, or otherwise make available any Content or other materials that: (a) are defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (b) are bigoted, hateful, or racially or otherwise offensive; (c) are illegal or encourage or advocate illegal activity; (d) infringe or violate the rights of any party (e) are violent, vulgar, obscene, pornographic or otherwise sexually explicit; or (f) harm or can reasonably be expected to harm any person or entity;
Collect and publish any information about any of our users;
Adapt, modify or reverse engineer any portion of the App, the Site or Services;
Use any spider, robot, retrieval application, or any other device to retrieve any portion of the App or the Site;
Disseminate, store or transmit viruses, worms, Trojan horses or other malicious code or program;
Encourage conduct in connection with the Services that would constitute a criminal or civil offense;
Violate any applicable federal, state, local or international law or regulation;
Exploit any person;
Invade the privacy of any person, including but not limited to submitting personally identifying or otherwise private information about a person without their consent;
Submit false or misleading information to the Company;
Engage in any other activity deemed by the Company to be in conflict with the spirit of the Terms, the Privacy Policy or this Code of Conduct; or
Attempt to do any of the foregoing or encourage or enable any third party to do any of the foregoing.
Code of Conduct
This Code of Conduct is a part of the Terms of Service governing your access to, and use of, the Services provided by the Company. Capitalized terms used but not disclosed in this Code of Conduct have the meaning provided in the Terms of Service.
You agree not to misuse the Services or help or encourage any other party to misuse the Services. For example, and without limitation, you may not:
Interfere or disrupt or attempt to gain unauthorized access to other accounts on the App, the Site or any other computer network;
Breach or otherwise circumvent any security or authentication measures;
Circumvent storage space limits
Create user accounts by automated means or under fraudulent or false pretenses;
Create multiple accounts;
Create or transmit unsolicited electronic communications such as spam to users or promote any products or services;
Sell the Services unless specifically authorized to do so;
Defame competing Sherpas by ordering from competing Sherpas and providing defamatory reviews;
Spam or solicit previous Clients or Sherpas to pursue removing/modifying reviews;
Harass, threaten or intentionally embarrass or cause harm or distress to another person or group;
Distribute, upload, or otherwise make available any Content or other materials that: (a) are defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (b) are bigoted, hateful, or racially or otherwise offensive; (c) are illegal or encourage or advocate illegal activity; (d) infringe or violate the rights of any party (e) are violent, vulgar, obscene, pornographic or otherwise sexually explicit; or (f) harm or can reasonably be expected to harm any person or entity;
Collect and publish any information about any of our users;
Adapt, modify or reverse engineer any portion of the App, the Site or Services;
Use any spider, robot, retrieval application, or any other device to retrieve any portion of the App or the Site;
Disseminate, store or transmit viruses, worms, Trojan horses or other malicious code or program;
Encourage conduct in connection with the Services that would constitute a criminal or civil offense;
Violate any applicable federal, state, local or international law or regulation;
Exploit any person;
Invade the privacy of any person, including but not limited to submitting personally identifying or otherwise private information about a person without their consent;
Submit false or misleading information to the Company;
Engage in any other activity deemed by the Company to be in conflict with the spirit of the Terms, the Privacy Policy or this Code of Conduct; or
Attempt to do any of the foregoing or encourage or enable any third party to do any of the foregoing.
