Untrodden.com Terms of Use v1.0
(Effective Date: 6/1/19)
PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT
INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.
THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT
GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO
COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
IN PARTICULAR, ACCOMMODATION PROVIDERS SHOULD UNDERSTAND HOW THE
LAWS WORK IN THEIR RESPECTIVE JURISDICTIONS. SOME LOCALES HAVE LAWS
THAT RESTRICT THEIR ABILITY TO HOST PAYING GUESTS FOR SHORT PERIODS.
THESE LAWS ARE OFTEN PART OF A COUNTY OR GOVERNING JURISDICTIONS’
ZONING OR ADMINISTRATIVE CODES. IN MANY LOCALES, ACCOMMODATION
PROIVDERS MUST REGISTER, GET A PERMIT, OR OBTAIN A LICENSE BEFORE
LISTING AN ACCOMMODATION OR ACCEPTING GUESTS. CERTAIN TYPES OF
SHORT-TERM BOOKINGS MAY BE PROHIBITED ALTOGETHER. LOCAL
GOVERNMENTS VARY GREATLY IN HOW THEY ENFORCE THESE LAWS. PENALTIES
MAY INCLUDE FINES OR OTHER ENFORCEMENT. ACCOMMODATION PROVIDERS
SHOULD REVIEW LOCAL LAWS BEFORE CREATING A LISTING WITH UNTRODDEN.
BY ACCESSING OR USING THE UNTRODDEN.COM WEBSITE OR ANY SERVICES
PROVIDED BY US, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU
DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT ACCESS OR
USE UNTRODDEN.COM OR ANY SERVICES PROVIDED BY US.
If you are using the Site or Services, you are contracting with Untrodden, Inc. with respect
to use of the Site or Services, hereinafter referred to as "Untrodden", "we", "us", or "our").
These pages, the content and infrastructure of these pages, and the online
accommodations service provided on these pages and through the Site are owned,
operated and provided by Untrodden and are provided for your personal, non-commercial
use only, subject to the terms and conditions set out below.
Untrodden provides an online platform that connects accommodation providers who have
accommodations to rent with guests seeking to rent such accommodations (collectively, the
"Services"), which Services are accessible at http://www.untrodden.com or any of other
subdomains or websites through which Untrodden makes the Services available

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(collectively, the “Site”).
The following Terms of Use (“the “Terms”) apply when you view or use our Services via our
Site and may be amended from time to time.
Please review the following terms carefully. By accessing, browsing, or using the Services,
and/or by completing a reservation, whether or not you become a registered user of the
Services you signify your agreement to these Terms. These Terms govern your access to
and use of the Site and Services and all Collective Content (defined below), and your
participation in the Referral Program (defined below), and constitute a binding legal
agreement between you and Untrodden. If you do not agree to these Terms, you may not
access or use the Services. Failure to use the Site or Services in accordance with these
Terms may subject you to civil and criminal penalties.
THE SITE AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH
ACCOMMODATION PROVIDERS MAY CREATE LISTINGS FOR ACCOMMODATIONS
AND GUESTS MAY LEARN ABOUT AND BOOK ACCOMMODATIONS DIRECTLY WITH
THE ACCOMMODATION PROVIDERS. YOU UNDERSTAND AND AGREE THAT
UNTRODDEN IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN
ACCOMMODATION PROVIDERS AND GUESTS, NOR IS UNTRODDEN A REAL ESTATE
BROKER, AGENT OR INSURER. UNTRODDEN HAS NO CONTROL OVER THE
CONDUCT OF ACCOMMODATION PROVIDERS, GUESTS AND OTHER USERS OF THE
SITE AND SERVICES OR ANY ACCOMMODATIONS, AND DISCLAIMS ALL LIABILITY IN
THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
PRIVACY POLICY
The Company respects the privacy of its Service users.  Please refer to the Company’s
Privacy Policy (found here: http://untrodden.com/legal/privacy) which explains how we
collect, use, and disclose information that pertains to your privacy.  When you access or use
the Service, you signify your agreement to this Privacy Policy.
MODIFICATION AND AVAILABILITY
Untrodden has the right, at its sole discretion, to modify the Site, or to modify these Terms,

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at any time and without prior notice. If any modifications are made to the Terms, such
notification will be posted on these Terms or we may notify you of such changes to the
Terms. If you continue to access, view or use the Site, after we have posted a modification
on the Site or after we have provided you with notice of a modification, you are indicating
that you agree to be bound by the modified Terms.
Untrodden does not guarantee that the Site and Services will always be available, work, or
be accessible at any particular time. We cannot guarantee that the Site will work as
advertised, or that it will give you any desired results.
AGE COMPLIANCE
The Site and Services is intended solely for persons who are 18 years or older, and may
only be used by persons 18 years and older. If you are under 18, please stop using our Site
and Services and please do not submit any information to us.
KEY TERMS
"Accommodation Fees" means the amounts that are due and payable by a Guest in
exchange for that Guest's stay in an Accommodation. The Accommodation Provider alone,
and not Untrodden, is responsible for the Accommodation Fees for his or her Listing. The
Accommodation Provider may in his or her sole discretion decide to include in these
amounts (i) a cleaning fee or any other fee permitted on the Untrodden platform, or (ii)
Taxes that the Accommodation Provider determines that he or she has to collect.
“Accommodation Provider” means a Member who creates a Listing via the Site and
Services.
“Booking Request Period” means the time period starting from the time when a booking is
requested by a Guest (as determined by Untrodden in its sole discretion), within which an
Accommodation Provider may decide whether to confirm or reject that booking request, as
stated on the Site or Services. Different Booking Request Periods may apply in different
places.
“Collective Content” means Member Content and Untrodden Content (defined below).

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“Content” means text, graphics, images, music, software, audio, video, information or other
materials.
"Force Majeure Event" means any of the following events affecting multiple Guests and
multiple accommodations: act-of-God, volcanic eruptions, (natural) disaster, fire, (acts of)
war, hostilities or any local or national emergency, invasion, compliance with any order or
request of any national, provincial, port or other public authority, government regulation or
intervention, military action, civil war or terrorism, (biological, chemical or nuclear)
explosion, rebellion, riots, insurrection strikes, civil disorder (or the material or substantial
threat or justified apprehension of any of the foregoing events), curtailment of transportation
facilities, closing of airports or any other exceptional and catastrophic event, circumstance
or emergency, making it impossible, illegal or preventing Guests from traveling to or staying
at the Accommodation.
“Guest” means an unregistered visitor of the Site, a customer or guest of the
Accommodation, a Member (defined below) who requests from an Accommodation Provider
a booking of an Accommodation via the Site or Services, or a Member who stays at an
Accommodation and is not the Accommodation Provider for such Accommodation.
“Listing” means an Accommodation that is listed by an Accommodation Provider as
available for rental via the Site and Services.
“Listing Content” means any and all information, whether in the form of photos, diagrams,
text, videos, sounds, images, or other information, that is displayed and published to
Listings on the Site.
“Member” means a person who visits the Site and completes Untrodden’s account
registration process, including but not limited to Accommodation Providers and Guests, as
described under “Account Registration” below.
“Member Content” means all Content that a Member posts, uploads, publishes, submits or
transmits to be made available through the Site or Services.
“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes
(GST), transient occupancy taxes, tourist or other visitor taxes, accommodation or lodging

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taxes, fees (such as convention center fees) that accommodation providers may be
required by law to collect and remit to governmental agencies, and other similar municipal,
state, federal and national indirect or other withholding and personal or corporate income
taxes.
"Total Fees" means collectively the Accommodation Fees plus any Taxes.
“Untrodden Content” means all Content that Untrodden makes available through the Site
or Services, including any Content licensed from a third party, but excluding Member
Content.
SCOPE OF SERVICE
The Site and Services can be used to facilitate the listing and booking of residential and
other properties ("Accommodations"). Such Accommodations are included in Listings on the
Site and Services by Accommodation Providers.
As stated above, Untrodden makes available an online platform or marketplace with related
technology for Guests and Accommodation providers to meet online and arrange for
bookings of Accommodations directly with each other. Untrodden is not an owner or
operator of properties, including, but not limited to, hotel rooms, motel rooms, other lodgings
or Accommodations, nor is it a provider of properties, including, but not limited to, hotel
rooms, motel rooms, other lodgings or Accommodations and Untrodden does not own, sell,
resell, furnish, provide, rent, re-rent, manage and/or control properties, including, but not
limited to, hotel rooms, motel rooms, other lodgings or Accommodations or transportation or
travel services. Unless explicitly specified otherwise in the Untrodden platform, Untrodden’s
responsibilities are limited to: (i) facilitating the availability of the Site and Services and (ii)
serving as the limited payment collection agent of each Accommodation Provider for the
purpose of accepting payments from Guests on behalf of the Accommodation Provider.
When booking through Untrodden, Guests enter into a direct and legally biding relationship
with the related Accommodation Provider. Untrodden acts solely as an intermediary
between Guests and Accommodation Providers and serves as an agent to accept
payments from Guest on behalf of the Accommodation Providers.

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All the information regarding the Accommodations listed on the Site is based on the
information provided to us by Accommodation Providers. Untrodden cannot guarantee that
the information is accurate, does not endorse any Accommodation Providers listed, and is
not responsible of any errors or omissions. Each Accommodation Provider is responsible at
all times for the accuracy and correctness of the information about their Accommodation,
including but not limited to the rates and availability displayed on our Site.
PLEASE NOTE THAT, AS STATED ABOVE, THE SITE AND SERVICES ARE INTENDED
TO BE USED TO FACILITATE ACCOMMODATION PROVIDERS AND GUESTS
CONNECTING AND BOOKING ACCOMMODATIONS DIRECTLY WITH EACH OTHER.
UNTRODDEN CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN
ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY
ACCOMMODATIONS. UNTRODDEN IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY
AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND ACCOMMODATIONS.
ACCORDINGLY, ANY BOOKINGS WILL BE MADE OR ACCEPTED AT THE GUEST’S
OWN RISK.
ACCOUNT REGISTRATION
You may create a Guest Account (a “Member Account”), to send booking requests,
receive, read and answer messages from Accommodation Providers, share personal
information and suggestions, accept and/or reject booking offers, cancel bookings, and to
change your Member Account information. Your information will be collected and used in
accordance with our Privacy Policy. When registering you agree to register on behalf of
yourself only and agree to provide us with truthful and accurate information regarding your
Member Account.
You can also register to join by logging into your account with certain third-party social
networking sites ("SNS") (including, but not limited to, Facebook; each such account, a
"Third-Party Account"), via our Site, as described below. As part of the functionality of the
Site, you may link your Member Account with Third-Party Accounts, by either: (i) providing
your Third-Party Account login information to Untrodden through the Site or Services; or (ii)
allowing Untrodden to access your Third-Party Account, as permitted under the applicable
terms and conditions that govern your use of each Third-Party Account. You represent that

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you are entitled to disclose your Third-Party Account login information to Untrodden and/or
grant Untrodden access to your Third-Party Account (including, but not limited to, for use for
the purposes described herein), without breach by you of any of the terms and conditions
that govern your use of the applicable Third-Party Account and without obligating Untrodden
to pay any fees or making Untrodden subject to any usage limitations imposed by such
third-party service providers. By granting Untrodden access to any Third-Party Accounts,
you understand that Untrodden will access, make available and store (if applicable) any
Content that you have provided to and stored in your Third-Party Account ("SNS Content")
so that it is available on and through the Site and Services via your Member Account and
Member Account profile page. Unless otherwise specified in these Terms, all SNS Content,
if any, will be considered to be Member Content for all purposes of these Terms. Depending
on the Third-Party Accounts you choose and subject to the privacy settings that you have
set in such Third-Party Accounts, personally identifiable information that you post to your
Third-Party Accounts will be available on and through your Member Account on the Site and
Services. Please note that if a Third-Party Account or associated service becomes
unavailable or Untrodden's access to such Third-Party Account is terminated by the third-
party service provider, then SNS Content will no longer be available on and through the
Site, Services. You have the ability to disable the connection between your Member
Account and your Third-Party Accounts, at any time, by accessing the "Settings" section of
the Site. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY
SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS
GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE
PROVIDERS. Untrodden makes no effort to review any SNS Content for any purpose,
including but not limited to for accuracy, legality or non-infringement and Untrodden is not
responsible for any SNS Content.
Your Member Account and your Member Account profile page will be created for your use
of the Site and based upon the personal information you provide to us or that we obtain via
an SNS as described above. You may not have more than one (1) active Member Account.
You agree to provide accurate, current and complete information during the registration
process and to update such information to keep it accurate, current and complete.
Untrodden reserves the right to suspend or terminate your Member Account and your
access to the Site and Services if you create more than one (1) Member Account, or if any

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information provided during the registration process or thereafter proves to be inaccurate,
fraudulent, not current or incomplete. You are responsible for safeguarding your password.
You agree that you will not disclose your password to any third party and that you will take
sole responsibility for any activities or actions under your Member Account, whether or not
you have authorized such activities or actions. You are responsible for any activity involving
your Member Account; you will immediately notify Untrodden at [email protected] of
any unauthorized use of your Member Account or if your Member Account information has
been compromised.
BOOKING
In order to submit an inquiry or make a booking request through Untrodden, you may either
use your Member Account or directly fill out a booking or inquiry form. The Accommodation
Provider will then confirm or reject your booking or communicate with you through
Untrodden’s platform to discuss the details of your stay and send you new or additional
offers for Accommodation. If you do not receive a response from the Accommodation
Provider after 24 hours from the submission of your initial Booking Request, you will be able
to withdraw the Booking Request at your discretion. Once a Booking Request has been
confirmed by an Accommodation Provider, you agree to pay the Total Fee to Untrodden for
any confirmed bookings made through your Member Account or directly from the booking
form in accordance with these Terms. You also authorize us or our designated third party
payment processor to collect and charge such amounts to your credit card on file.
The Accommodation Providers, not Untrodden, are solely responsible for honoring any
confirmed bookings and making available any Accommodations reserved through the Site
and Services. If you, as a Guest, choose to enter into a transaction with an Accommodation
Provider for the booking of an Accommodation via the Site or Services, you agree and
understand that you will be required to enter into an agreement with the Accommodation
Provider and you agree to accept any terms, conditions, rules and restrictions associated
with such Accommodation imposed by the Accommodation Provider. You acknowledge and
agree that you, and not Untrodden, will be responsible for performing the obligations of any
such agreements, that Untrodden is not a party to such agreements, and that, with the
exception of its payment obligations hereunder, Untrodden disclaims all liability arising from
or related to any such agreements. You acknowledge and agree that, notwithstanding the

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fact that Untrodden is not a party to the agreement between you and the Accommodation
Provider, Untrodden acts as the Accommodation Provider’s payment collection agent for the
limited purpose of accepting payments from you on behalf of the Accommodation Provider.
Upon your payment of the Total Fees to Untrodden Payments, your payment obligation to
the Accommodation Provider for the Accommodation Fees is extinguished, and Untrodden
is responsible for remitting the Accommodation Fees (less any Accommodation Fees
charged to the Accommodation Provider and any Taxes in respect of the Accommodation
Fees, such as VAT in Europe), in the manner described in these Terms. In the event that
Untrodden does not remit any such amounts as described in these Terms, such
Accommodation Provider will have recourse only against such Untrodden entity.
The Total Fees payable will be displayed to a Guest before the Guest sends a booking
request to an Accommodation Provider. As noted above, the Accommodation Provider is
required to either confirm or reject the booking request within the Booking Request Period;
otherwise, the requested booking will be automatically cancelled. If a requested booking is
cancelled (i.e. not confirmed by the applicable Accommodation Provider), any amounts
collected by Untrodden will be refunded to such Guest, depending on the selections the
Guest makes via the Site, and any pre-authorization of such Guest's credit card will be
released, if applicable.
You as a Guest agree to pay Untrodden for the Total Fees for any booking requested in
connection with the Site or Services, if such requested bookings are confirmed by the
applicable Accommodation Provider. In order to establish a booking pending the applicable
Accommodation Provider's confirmation of your requested booking, you understand and
agree that Untrodden, on behalf of the Accommodation Provider, reserves the right, in its
sole discretion, to (i) obtain a pre-authorization via your credit card for the Total Fees or (ii)
charge your credit card a nominal amount, not to exceed one dollar ($1), or a similar sum in
the currency in which you are transacting (e.g. one euro or one British pound), to verify your
credit card. As a general rule, Untrodden will collect the Total Fees due once Untrodden
receives confirmation of your booking from the applicable Accommodation Provider; if
necessary, Total Fees may instead be collected at a later point. Please note that Untrodden
cannot control any fees that may be charged to a Guest by his or her bank related to
Untrodden's collection of the Total Fees, and Untrodden disclaims all liability in this regard.

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In connection with your requested booking, you will be asked to provide customary billing
information such as name, billing address and credit card information either to Untrodden or
its third-party payment processor(s). You agree to pay Untrodden for any confirmed
bookings made in connection with your booking request or Member Account in accordance
with these Terms by one of the methods described on the Site, e.g. by PayPal or credit
card. You hereby authorize the collection of such amounts by charging the credit card
provided as part of requesting the booking, either directly by Untrodden or indirectly, via a
third-party online payment processor or by one of the payment methods described on the
Site. You also authorize Untrodden to charge your credit card in the event of damage
caused at an Accommodation as contemplated under "Damage to Accommodations" below
and for Security Deposits, if applicable. If you are directed to Untrodden’s third-party
payment processor(s), you may be subject to terms and conditions governing use of that
third party's service and that third party's personal information collection practices. Please
review such terms and conditions and privacy policy before using the services. Once your
confirmed booking transaction is complete you will receive a confirmation email
summarizing your confirmed booking.
Guests agree that a confirmed reservation is merely a license granted by the
Accommodation Provider to the Guest to enter and use the Listing for the limited duration of
the confirmed reservation and in accordance with the Guest's agreement with the
Accommodation Provider. Guests further agree to leave the Accommodation no later than
the checkout time that the Accommodation Provider specifies in the Listing or such other
time as mutually agreed upon between the Accommodation Provider and Guest. If a Guest
stays past the agreed upon checkout time without the Accommodation Provider's consent,
they no longer have a license to stay in the Listing and the Accommodation Provider is
entitled to make the Guest leave. In addition, Guests agree that the Accommodation
Provider can charge the Guest, for each 24 hour period that the Guest stays over the
agreed period without the Accommodation Provider's consent, an additional nightly fee of
two times the average nightly Accommodation Fee originally paid by the Guest to cover the
inconvenience suffered by the Accommodation Provider, plus all applicable Fees, Taxes,
and any legal expenses incurred by the Accommodation Provider to make the Guest leave
(collectively, "Additional Sums"). Guests agree that Untrodden, in its role as limited
collection agent for the Accommodation Provider, shall charge the Guest's credit card or

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other payment methods it has on file to collect these Additional Sums. In addition,
Untrodden may recover any costs and expenses it incurs in collecting the Additional Sums
by charging the Guest's credit card or other payment method on file.
CANCELLATIONS AND REFUNDS
If, as a Guest, you cancel your requested booking before the requested booking is
confirmed by a Accommodation Provider, Untrodden will cancel any pre-authorization to
your credit card and/or refund any nominal amounts charged to your credit card in
connection with the requested booking within a commercially reasonable time. If, as a
Guest, you wish to cancel a confirmed booking made via the Site and Services, either prior
to or after arriving at the Accommodation, the cancellation policy of the Accommodation
Provider contained in the applicable Listing will apply to such cancellation. Our ability to
refund the Accommodation Fees and other amounts charged to you will depend upon the
terms of the applicable cancellation policy. Details regarding refunds and cancellation
policies are available via the Site. The Guest will be responsible for any non-refundable
credit card or payment processing fees incurred by Untrodden in the process of facilitating a
booking, regardless of the cancellation policy selected by the Accommodation Provider.
If an Accommodation Provider cancels a confirmed booking made via the Site and Services,
(i) Untrodden will refund the Total Fees for such booking to the applicable Guest within a
commercially reasonable time of the cancellation and (ii) the Guest will receive an email or
other communication from Untrodden containing alternative Listings and other related
information. If the Guest requests a booking from one of the alternative Listings and the
Accommodation Provider associated with such alternative Listing confirms the Guest's
requested booking, then the Guest agrees to pay Untrodden the Total Fees relating to the
confirmed booking for the Accommodation in the alternative Listing, in accordance with
these Terms. If an Accommodation Provider cancelled a confirmed booking and you, as a
Guest, have not received an email or other communication from Untrodden, please contact
Untrodden.
In certain circumstances, Untrodden may decide, in its sole discretion, that it is necessary or
desirable to cancel a confirmed booking made via the Site and Services. This may be for
reasons set forth in Untrodden’s Extenuating Circumstances policy or for any other reason.

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Untrodden may also determine, in its sole discretion, to refund to the Guest part or all of the
amounts charged to the Guest in accordance with the Guest Refund Policy. You agree that
Untrodden and the relevant Guest or Accommodation Provider will not have any liability for
such cancellations or refunds.
We will take steps to rectify any payment processing errors that we become aware of.
These steps may include crediting or debiting (as appropriate) the same payment method
used for the original payout to or payment by you, so that you end up receiving or paying
the correct amount.
Some Accommodation Providers may pledge to donate a portion of the funds they receive
from confirmed bookings made via the Site and Services to a particular cause or charity. We
do not take any responsibility or liability for whether the Accommodation Provider does in
fact make the donation he or she pledged to make. In such cases, the Accommodation
Provider in question is responsible for his or her own compliance with all laws and
regulations applicable to such pledges and/or fund-raising.
DAMAGE TO ACCOMMODATION
As a Guest, you are responsible for leaving the Accommodation in the condition it was in
when you arrived. You acknowledge and agree that, as a Guest, you are responsible for
your own acts and omissions and are also responsible for the acts and omissions of any
individuals whom you invite to, or otherwise provide access to, the Accommodation. In the
event that an Accommodation Provider claims otherwise and provides evidence of damage,
including but not limited to photographs, you agree to pay the cost of replacing the
damaged items with equivalent items. After being notified of the claim and given forty eight
(48) hours to respond, the payment will be charged to and taken from the Guest’s credit
card during the booking. Untrodden also reserves the right to charge the credit card on file
in your Member Account, or otherwise collect payment from you and pursue any avenues
available to Untrodden in this regard, including using Security Deposits, in situations in
which you have been determined, in Untrodden's sole discretion, to have damaged any
Accommodation. If we are unable to charge the credit card on file or otherwise collect
payment from you, you agree to remit payment for any damage to the Accommodation to
the applicable Accommodation Provider or to Untrodden (if applicable).

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Guests agree to cooperate with and assist Untrodden in good faith, and to provide
Untrodden with such information and take such actions as may be reasonably requested by
Untrodden, in connection with any complaints or claims made by Accommodation Providers
relating to Accommodations or any personal or other property located at an Accommodation
or with respect to any investigation undertaken by Untrodden or a representative of
Untrodden regarding use or abuse of the Site or the Services. Upon Untrodden's
reasonable request, and to the extent you are reasonably able to do so, you agree to
participate in mediation or similar resolution process with an Accommodation Provider, at no
cost to you, which process will be conducted by Untrodden or a third party selected by
Untrodden or its insurer, with respect to losses for which the Accommodation Provider is
requesting payment from Untrodden.
You understand and agree that Untrodden may make a claim under your homeowner's,
renter's or other insurance policy related to any damage or loss that you may have caused
or been responsible for or to an Accommodation or any personal or other property located
at an Accommodation. You agree to cooperate with and assist Untrodden in good faith, and
to provide Untrodden with such information as may be reasonably requested by Untrodden,
in order to make a claim under your homeowner's, renter's or other insurance policy,
including, but not limited to, executing documents and taking such further acts as Untrodden
may reasonably request to assist Untrodden in accomplishing the foregoing.
USER CONDUCT
You understand and agree that you are solely responsible for compliance with any and all
laws, rules, regulations, and Tax obligations that may apply to your use of the Site and
Services and Collective Content. In connection with your use of the Site and Services and
Collective Content, you may not and you agree that you will not:
 violate any local, state, provincial, national, or other law or regulation, or any order of
a court, including, without limitation, zoning restrictions and Tax regulations;
 use manual or automated software, devices, scripts, robots, backdoors or other
means or processes to access, "scrape," "crawl" or "spider" any web pages or other
services contained in the Site and Services or Collective Content;

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 access or use our Site and Services to use, expose, or allow to be used or exposed,
any Untrodden Content: (i) that is not publicly displayed by Untrodden in its search
results pages or listing pages before a booking is confirmed; (ii) in any way that is
inconsistent with the Untrodden Privacy Policy or Terms of Service; or (iii) in any way
that otherwise violates the privacy rights or any other rights of Untrodden's users or
any other third party;
 use the Site and Services or Collective Content for any commercial or other
purposes that are not expressly permitted by these Terms;
 copy, store or otherwise access or use any information contained on the Site and
Services or Collective Content for purposes not expressly permitted by these Terms;
 infringe the rights of any person or entity, including without limitation, their intellectual
property, privacy, publicity or contractual rights;
 interfere with or damage our Site or Services, including, without limitation, through
the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-
service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail
address information or similar methods or technology;
 use our Site or Services to transmit, distribute, post or submit any information
concerning any other person or entity, including without limitation, photographs of
others without their permission, personal contact information or credit, debit, calling
card or account numbers;
 use our Site and Services or Collective Content in connection with the distribution of
unsolicited commercial email ("spam") or advertisements unrelated to lodging in a
private residence;
 "stalk" or harass any other user of our Site and Services, or collect or store any
personally identifiable information about any other user other than for purposes of
transacting as a Guest or Accommodation Provider;
 offer, as an Accommodation Provider, any Accommodation that you do not yourself

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own or have permission to rent as a residential or other property (without limiting the
foregoing, you will not list Accommodations as an Accommodation Provider if you
are serving in the capacity of a rental agent or listing agent for a third party);
 offer, as an Accommodation Provider, any Accommodation that may not be rented or
subleased pursuant to the terms and conditions of an agreement with a third party,
including, but not limited to, a property rental agreement;
 register for more than one Member Account or register for a Member Account on
behalf of an individual other than yourself;
 unless Untrodden explicitly permits otherwise, request or book a stay at any
Accommodation if you will not actually be staying at the Accommodation yourself;
 contact an Accommodation Provider for any purpose other than asking a question
related to a booking, such Accommodation Provider's Accommodations or Listings;
 contact a Guest for any purpose other than asking a question related to a booking or
such Guest's use of the Site and Services;
 recruit or otherwise solicit any Accommodation Provider or other Member to join
third-party services or websites that are competitive to Untrodden, without
Untrodden's prior written approval;
 impersonate any person or entity, or falsify or otherwise misrepresent yourself or
your affiliation with any person or entity;
 use automated scripts to collect information from or otherwise interact with the Site
and Services or Collective Content;
 use the Site and Services or Collective Content to find an Accommodation Provider
or Guest and then complete a booking of an Accommodation independent of the Site
or Services, in order to circumvent Untrodden's provision of the Services or for any
other reasons;

16

 as an Accommodation Provider, submit any Listing with false or misleading price
information, false or misleading content, or submit any Listing with a price that you
do not intend to honor;
 post, upload, publish, submit or transmit any Content that: (i) infringes,
misappropriates or violates a third party's patent, copyright, trademark, trade secret,
moral rights or other intellectual property rights, or rights of publicity or privacy; (ii)
violates, or encourages any conduct that would violate, any applicable law or
regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or
deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v)
promotes discrimination, bigotry, racism, hatred, harassment or harm against any
individual or group; (vi) is violent or threatening or promotes violence or actions that
are threatening to any other person; or (vii) promotes illegal or harmful activities or
substances;
 systematically retrieve data or other content from our Site or Services to create or
compile, directly or indirectly, in single or multiple downloads, a collection,
compilation, database, directory or the like, whether by manual methods, through the
use of bots, crawlers, or spiders, or otherwise;
 use, display, mirror or frame the Site and Services or Collective Content, or any
individual element within the Site and Services or Collective Content, Untrodden's
name, any Untrodden trademark, logo or other proprietary information, or the layout
and design of any page or form contained on a page in the Site, Application or
Services, without Untrodden's express written consent;
 access, tamper with, or use non-public areas of the Site or Services, Untrodden's
computer systems, or the technical delivery systems of Untrodden's providers;
 attempt to probe, scan, or test the vulnerability of any Untrodden system or network
or breach any security or authentication measures;
 avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any
technological measure implemented by Untrodden or any of Untrodden's providers

17

or any other third party (including another user) to protect the Site, Services or
Collective Content;
 forge any TCP/IP packet header or any part of the header information in any email or
newsgroup posting, or in any way use the Site, Services or Collective Content to
send altered, deceptive or false source-identifying information;
 attempt to decipher, decompile, disassemble or reverse engineer any of the software
used to provide the Site, Services or Collective Content; or
 advocate, encourage, or assist any third party in doing any of the foregoing.
 accept or make a payment for Accommodation Fees outside Untrodden. If you do
so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii)
accept all risks and responsibility for such payment, and (iii) hold Untrodden
harmless from any liability for such payment.
Untrodden has the right to investigate and prosecute violations of any of the above to the
fullest extent of the law.
Untrodden may access, preserve and disclose any of your information if we are required to
do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to
claims asserted against Untrodden or to comply with legal process (for example, subpoenas
or warrants), (ii) enforce or administer our agreements with users, (iii) for fraud prevention,
risk assessment, investigation, customer support, product development and de-bugging
purposes, or (iv) protect the rights, property or safety of Untrodden, its users, or members of
the public. You acknowledge that Untrodden has no obligation to monitor your access to or
use of the Site and Services or Collective Content or to review or edit any Member Content,
but has the right to do so for the purpose of operating and improving the Site and Services
(including without limitation for fraud prevention, risk assessment, investigation and
customer support purposes), to ensure your compliance with these Terms, to comply with
applicable law or the order or requirement of a court, administrative agency or other
governmental body, to respond to content that it determines is otherwise objectionable or as
set forth in these Terms. Untrodden reserves the right, at any time and without prior notice,

18

to remove or disable access to any Collective Content that Untrodden, at its sole discretion,
considers to be objectionable for any reason, in violation of these Terms or otherwise
harmful to the Site or Services.
OWNERSHIP
The Site and all of its content are protected by copyright, trademark, and other laws of the
United States and foreign countries. You acknowledge and agree that the Site, Services,
and related Collective Content, including all associated intellectual property rights, is the
exclusive property of Untrodden and its licensors. You will not remove, alter or obscure any
copyright, trademark, service mark or other proprietary rights notices incorporated in or
accompanying the Site or any Content on the Site without the express written consent of
Untrodden.
UNTRODDEN REFERRAL PROGRAM
As a Member, by referring your friends to request a booking via the Site and Services, you
may participate in the "Referral Program", which is a loyalty program we offer to our
Members. If you choose to participate in the Referral Program, for each friend you refer to
Untrodden for which a Qualifying Referral (defined below) is completed, you may be able to
receive Untrodden Travel Credits (defined below) (each a "Referral Reward"). "Untrodden
Travel Credits" are "points" issued by Untrodden that may be applied as credits toward
future confirmed bookings made by Members via the Site and Services.

In order to receive a Referral Reward, each of the following requirements must be met
(collectively, a "Qualifying Referral"): (i) you must log in to your Member Account on the Site
and select either the "Invite Friends" or "Email Your Friends" link; (ii) you must share the link
provided with friends via Facebook or Twitter, by copying and pasting the unique referral link
generated via the Services, by sending the unique referral link generated via the Services in
an email via the Services to your friends, or by using the other tools provided by Untrodden
to share the unique referral link with friends; (iii) a friend who clicks the link on Facebook or
otherwise or clicks the link contained in the email must create a Member Account and

19

become a Member; and (iv) after becoming a Member, the friend must request a booking of
an Accommodation which is confirmed by the applicable Host with a Total Value (excluding
any cleaning fees) of at least seventy-five U.S. dollars (US$75) (or its equivalent in your
local currency if we support it) that is not subsequently cancelled. Please note that you may
not be the Accommodation Provider or the Guest for the booking to receive a Referral
Reward.
It is a condition of the Referral Program that you will circulate or share the unique referral
link only to your personal friends. You agree not to publish or distribute the link, or cause the
link to be published or distributed, on or via methods, platforms and media where you have
no reasonable basis for believing that all or most of the readers or recipients are your
personal friends. All Member Account creations and confirmed booking requests resulting
from a breach of the above will be disregarded for determining eligibility for Qualifying
Referral and are not eligible for Referral Rewards.
Satisfaction of a Qualifying Referral and the Referral Reward you receive will be reflected in
your Member Account in a commercially reasonable amount of time after the Qualifying
Referral has been completed. The Referral Rewards you accrue will be displayed in your
Member Account profile page. Referral Rewards can be accrued solely by you and you may
not earn Referral Rewards by permitting another individual to use your Member Account.
Referral Rewards accrued in multiple Member Accounts may not be combined into one
Member Account. You may not earn Referral Rewards by creating multiple Member
Accounts. By acquiring Referral Rewards, you agree and acknowledge that Untrodden is
granting you a limited, revocable license to a digital item, and that Referral Rewards are not
your personal property. You may not obtain any cash or money in exchange for Referral
Rewards. Except as explicitly provided herein, Referral Rewards are non-transferable.
Members are responsible for keeping track of the Referral Rewards in their Member
Accounts.
Untrodden may suspend or terminate the Referral Program or your participation in the
Referral Program at any time for any reason. Untrodden will not grant any further Referral
Rewards after the suspension or termination of the Referral Program or your participation in
it, but any Referral Rewards already awarded or received will not be affected by the
suspension or termination.

20

TERMS REGARDING UNTRODDEN TRAVEL CREDITS
Untrodden Travel Credits may only be redeemed for confirmed bookings via the Site and
Services and after you accrue Untrodden Travel Credits, such Untrodden Travel Credits will
be automatically applied to your next confirmed booking made via the Site and Services.
Untrodden Travel Credits are credit only and have no cash value nor can they be refunded
or exchanged for cash. You may only redeem Untrodden Travel Credits after the Untrodden
Travel Credits are reflected in your Member Account. The scope, variety, and type of
services and products that you may obtain by redeeming Untrodden Travel Credits can
change at any time.
Untrodden Travel Credits expire three (3) years from the date that any Untrodden Travel
Credits are last accrued in your Member Account. Untrodden will notify you at the email
address you provided during Account registration within thirty (30) days of when the
Untrodden Travel Credits in your Member Account are scheduled to expire. If for some
reason you believe that there is a discrepancy regarding your balance of Untrodden Travel
Credits, please contact us at [email protected]. Untrodden may require to you to
submit additional information in order to make a determination regarding your balance. All
decisions regarding your balance will be final and at Untrodden's sole discretion. You are
responsible for any Tax consequences, if any, that may result from your redemption or use
of Untrodden Travel Credits. Where applicable, Untrodden may be required to account for
VAT on any services for which the Untrodden Travel Credits are redeemed.
Without limiting any other terms of these Terms and subject to applicable law, all Untrodden
Travel Credits are forfeited if your Member Account is terminated or suspended for any
reason, in Untrodden's sole discretion, or if Untrodden discontinues providing the Site,
Services or the Referral Program.
CONTENT AND MEMBER CONTENT LICENSE
Subject to your compliance with the terms and conditions of these Terms, Untrodden grants
you a limited, non-exclusive, non-transferable license, to (i) access and view any Untrodden
Content solely for your personal and non-commercial purposes and (ii) access and view any
Member Content to which you are permitted access, solely for your personal and non-

21

commercial purposes. You have no right to sublicense the license rights granted in this
section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute,
license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise
exploit the Site, Services, or Collective Content, except as expressly permitted in these
Terms. No licenses or rights are granted to you by implication or otherwise under any
intellectual property rights owned or controlled by Untrodden or its licensors, except for the
licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit
Member Content. By making available any Member Content on or through the Site and
Services, you hereby grant to Untrodden a worldwide, irrevocable, perpetual (or for the term
of the protection), non-exclusive, transferable, royalty-free license, with the right to
sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly
display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit
such Member Content on, through, by means of or to promote or market the Site and
Services. Untrodden does not claim any ownership rights in any such Member Content and
nothing in these Terms will be deemed to restrict any rights that you may have to use and
exploit any such Member Content.
MEMBER CONTENT
You acknowledge and agree that you are solely responsible for all Member Content that you
make available through the Site and Services. Accordingly, you represent and warrant that:
(i) you either are the sole and exclusive owner of all Member Content that you make
available through the Site and Services or you have all rights, licenses, consents and
releases that are necessary to grant to Untrodden the rights in such Member Content, as
contemplated under these Terms; and (ii) neither the Member Content nor your posting,
uploading, publication, submission or transmittal of the Member Content or Untrodden’s use
of the Member Content (or any portion thereof) on, through or by means of the Site and the
Services will infringe, misappropriate or violate a third party's patent, copyright, trademark,
trade secret, moral rights or other proprietary or intellectual property rights, or rights of
publicity or privacy, or result in the violation of any applicable law or regulation.

22

REVIEWS
As a Member of Untrodden you may be able to post reviews of Accommodation Providers
or locations found through the Untrodden platform. Please be aware that all user reviews
are subject to the Content license listed above. Additionally, all reviews may be publicly
accessible and searchable. We appreciate your honesty and candor when providing
reviews; however, we reserve the right to modify, edit, or remove any reviews that do not
comply with this Agreement or at our discretion and judgment.
LINKS
The Site and Services may contain links to third-party websites or resources. You
acknowledge and agree that Untrodden is not responsible or liable for: (i) the availability or
accuracy of such websites or resources; or (ii) the content, products, or services on or
available from such websites or resources. Links to such websites or resources do not imply
any endorsement by Untrodden of such websites or resources or the content, products, or
services available from such websites or resources. You acknowledge sole responsibility for
and assume all risk arising from your use of any such websites or resources or the Content,
products or services on or available from such websites or resources.
PROPRIETARY RIGHTS NOTICES
All trademarks, service marks, logos, trade names and any other proprietary designations of
Untrodden used herein are trademarks or registered trademarks of Untrodden. Any other
trademarks, service marks, logos, trade names and any other proprietary designations are
the trademarks or registered trademarks of their respective parties.
FEEDBACK
We welcome and encourage you to provide feedback, comments and suggestions for
improvements to the Site and Services ("Feedback"). You may submit Feedback by
emailing us, through the "Contact" section of the Site, or by other means of communication.
You acknowledge and agree that all Feedback you give us will be the sole and exclusive
property of Untrodden and you hereby irrevocably assign to Untrodden and agree to
irrevocably assign to Untrodden all of your right, title, and interest in and to all Feedback,

23

including without limitation all worldwide patent, copyright, trade secret, moral and other
proprietary or intellectual property rights therein, and waive any moral rights you may have
in such Feedback. At Untrodden's request and expense, you will execute documents and
take such further acts as Untrodden may reasonably request to assist Untrodden to acquire,
perfect, and maintain its intellectual property rights and other legal protections for the
Feedback.
COPYRIGHT POLICY
Untrodden respects copyright law and expects its users to do the same. It is Untrodden's
policy to terminate in appropriate circumstances the Untrodden Accounts of Members or
other account holders who repeatedly infringe or are believed to be repeatedly infringing the
rights of copyright holders.
TERMINATION AND MEMBER ACCOUNT CANCELLATION
Please be aware that we are not required to allow you to register or create an account
through our Service, we may, at our discretion refuse to provide you with an account for any
reason. We may, at our discretion and without liability to you, with or without cause, with or
without prior notice and at any time: (a) terminate these Terms or your access to our Site,
and (b) deactivate or cancel your Member Account. Upon termination we will promptly pay
you any amounts we reasonably determine we owe you in our discretion, which we are
legally obligated to pay you. In the event Untrodden terminates these Terms or your access
to our Site or deactivates or cancels your Untrodden Account you will remain liable for all
amounts due hereunder. You may cancel your Member Account at any time. Please note
that if your Member Account is cancelled, we do not have an obligation to delete or return to
you any Content you have posted to the Site, including, but not limited to, any reviews or
User feedback. If you wish to terminate the Terms, please simply stop using our Site or
cancel your Member Account with Untrodden by sending us an email to
[email protected].
DISCLAIMERS
IF YOU CHOOSE TO USE THE SITE AND SERVICES OR COLLECTIVE CONTENT OR

24

PARTICIPATE IN THE REFERRAL PROGRAM, YOU DO SO AT YOUR SOLE RISK. YOU
ACKNOWLEDGE AND AGREE THAT UNTRODDEN DOES NOT HAVE AN OBLIGATION
TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY
MEMBER, INCLUDING, BUT NOT LIMITED TO, GUESTS AND ACCOMMODATION
PROVIDERSS, BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX
OFFENDER CHECKS IN ITS SOLE DISCRETION. THE SITE, SERVICES, COLLECTIVE
CONTENT AND REFERRAL PROGRAM ARE PROVIDED "AS IS", WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE
FOREGOING, UNTRODDEN EXPLICITLY DISCLAIMS ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT
OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF
DEALING OR USAGE OF TRADE. UNTRODDEN MAKES NO WARRANTY THAT THE
SITE, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE
LISTINGS OR ANY ACCOMMODATIONS, OR THE REFERRAL PROGRAM WILL MEET
YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR
ERROR-FREE BASIS. UNTRODDEN MAKES NO WARRANTY REGARDING THE
QUALITY OF ANY LISTINGS, ACCOMMODATIONS, ACCOMMODATION PROVIDERS,
GUESTS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY,
TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY
COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, SERVICES OR REFERRAL
PROGRAM.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM
UNTRODDEN OR THROUGH THE SITE, SERVICES OR COLLECTIVE CONTENT, WILL
CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND
INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES
AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A
RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT
NOT LIMITED TO, ANY ACCOMMODATION PROVIDERS OR GUESTS. YOU
UNDERSTAND THAT UNTRODDEN DOES NOT MAKE ANY ATTEMPT TO VERIFY THE
STATEMENTS OF USERS OF THE SITE OR SERVICES OR TO REVIEW OR VISIT ANY

25

ACCOMMODATIONS. UNTRODDEN MAKES NO REPRESENTATIONS OR
WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICES OR
THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE,
APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN
ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR
SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR
INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING,
BUT NOT LIMITED TO, GUESTS AND ACCOMMODATION PROVIDERS,
PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF
WHETHER SUCH MEETINGS ARE ORGANIZED BY UNTRODDEN.
NOTWITHSTANDING UNTRODDEN'S APPOINTMENT AS THE LIMITED PAYMENT
COLLECTION AGENT OF THE ACCOMMODATION PROVIDERS FOR THE PURPOSE
OF ACCEPTING PAYMENTS FROM GUESTS ON BEHALF OF THE ACCOMMODATION
PROVIDERS, UNTRODDEN EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR
OMISSION OF ANY GUEST OR OTHER THIRD PARTY.
LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY
LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE,
SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY
ACCOMMODATIONS VIA THE SITE AND SERVICES, YOUR PARTICIPATION IN THE
REFERRAL PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF
UNTRODDEN WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER
UNTRODDEN NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR
DELIVERING THE SITE, SERVICES, COLLECTIVE CONTENT OR THE REFERRAL
PROGRAM 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 THESE TERMS, FROM THE USE OF OR INABILITY
TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT, FROM ANY

26

COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE
SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU
COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE,
SERVICES, OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM OR FROM
YOUR LISTING OR BOOKING OF ANY ACCOMMODATION VIA THE SITE AND
SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND
WHETHER OR NOT UNTRODDEN HAS BEEN INFORMED OF THE POSSIBILITY OF
SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO
HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE
ACCOMMODATION PROVIDERS PURSUANT TO THESE TERMS, IN NO EVENT WILL
UNTRODDEN'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH
THESE TERMS AND YOUR USE OF THE SITE AND SERVICES INCLUDING, BUT NOT
LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY ACCOMMODATION VIA THE
SITE AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE,
SERVICES, OR COLLECTIVE CONTENT OR YOUR PARTICIPATION IN THE REFERRAL
PROGRAM AND IN CONNECTION WITH ANY ACCOMMODATION OR INTERACTIONS
WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE
FOR BOOKINGS VIA THE SITE AND SERVICES AS A GUEST IN THE TWELVE (12)
MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU
ARE AN ACCOMMODATION PROVIDER, THE AMOUNTS PAID BY UNTRODDEN TO
YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO
THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENTS
HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH
ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN
UNTRODDEN AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO
THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify and hold harmless Untrodden, its officers,
directors, employees and agents, from and against any and all claims, damages,

27

obligations, losses, liabilities, costs or debt, and expenses (including but not limited to
attorney's fees) arising from:
 your use of and access to the Untrodden Site;
 your violation of any term of these;
 Your Member Content;
 your (i) interaction with any other Member, (ii) booking of an Accommodation, or (iii)
creation of a Listing;
 the use, condition or rental of an Accommodation by you, including but not limited to
any injuries, losses, or damages (compensatory, direct, incidental, consequential or
otherwise) of any kind arising in connection with or as a result of a rental, booking or
use of an Accommodation;
 your violation of any third party right, including without limitation any copyright,
property, or privacy right; or
 any claim that any of your Content or actions through Untrodden caused damage to
a third party;
 your participation in the Referral Program.
This defense and indemnification obligation will survive this Agreement and your use of the
Untrodden Site. You also agree that you have a duty to defend us against such claims and
we may require you to pay for an attorney(s) of our choice in such cases. You agree that
this indemnity extends to requiring you to pay for our reasonable attorneys' fees, court
costs, and disbursements. In the event of a claim such as one described in this paragraph,
we may elect to settle with the party/parties making the claim and you shall be liable for the
damages as though we had proceeded with a trial.
ENTIRE AGREEMENT
These Terms constitute the entire and exclusive understanding and agreement between

28

Untrodden and you regarding the Site, Services, Collective Content, and any bookings or
Listings of Accommodations made via the Site and Services, and these Terms supersede
and replace any and all prior oral or written understandings or agreements between
Untrodden and you regarding bookings or listings of Accommodations, the Site, Services,
and Collective Content.
ASSIGNMENT
You may not assign or transfer these Terms, by operation of law or otherwise, without
Untrodden’s prior written consent. Any attempt by you to assign or transfer these Terms,
without such consent, will be null and of no effect. Untrodden may assign or transfer these
Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will
bind and inure to the benefit of the parties, their successors and permitted assigns.
CHOICE OF LAW
This Agreement shall be governed by the laws in force in the State of California and the
United States of America. The offer and acceptance of this contract is deemed to have
occurred in the State of California.
FORUM OF DISPUTE
You agree that any dispute arising from or relating to this Agreement will be heard solely by
a court or tribunal of competent jurisdiction in or nearest to San Francisco County, CA. If
you bring a dispute in a manner other than in accordance with this section, you agree that
we may move to have it dismissed, and that you will be responsible for our reasonable
attorneys' fees, court costs, and disbursements in doing so. You agree that the
unsuccessful party in any dispute arising from or relating to these Terms will be responsible
for the reimbursement of the successful party's reasonable attorneys' fees, court costs, and
disbursements.
DISPUTE RESOLUTION
You and Untrodden agree that any dispute, claim or controversy arising out of or relating to
these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to

29

the use of the Services or use of the Site (collectively, "Disputes") will be settled by binding
arbitration, except that each party retains the right to seek injunctive or other equitable relief
in a court of competent jurisdiction to prevent the actual or threatened infringement,
misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or
other intellectual property rights. You acknowledge and agree that you and Untrodden are
each waiving the right to a trial by jury or to participate as a plaintiff or class member in any
purported class action or representative proceeding. Further, unless both you and
Untrodden otherwise agree in writing, the arbitrator may not consolidate more than one
person's claims, and may not otherwise preside over any form of any class or
representative proceeding. If this specific paragraph is held unenforceable, then the entirety
of this "Dispute Resolution" section will be deemed void. Except as provided in the
preceding sentence, this "Dispute Resolution" section will survive any termination of these
Terms.
Arbitration Rules and Governing Law: The arbitration will be administered by the American
Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and
the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in
effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are
available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal
Arbitration Act will govern the interpretation and enforcement of this section.
Arbitration Process: A party who desires to initiate arbitration must provide the other party
with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a
form Demand for Arbitration and a separate form for California residents) The arbitrator will
be either a retired judge or an attorney licensed to practice law in the state of California and
will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the
parties are unable to agree upon an arbitrator within seven (7) days of delivery of the
Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA
Rules.
Arbitration Location and Procedure: Unless you and Untrodden otherwise agree, the
arbitration will be conducted in the county where you reside. If your claim does not exceed
$10,000, then the arbitration will be conducted solely on the basis of documents you and
Untrodden submit to the arbitrator, unless you request a hearing or the arbitrator determines

30

that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be
determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the
discretion to direct a reasonable exchange of information by the parties, consistent with the
expedited nature of the arbitration.
Arbitrator's Decision: The arbitrator will render an award within the time frame specified in
the AAA Rules. 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 having jurisdiction thereof. The arbitrator's award damages must be
consistent with the terms of the "Limitation of Liability" section above as to the types and the
amounts of damages for which a party may be held liable. The arbitrator may award
declaratory or injunctive relief only in favor of the claimant and only to the extent necessary
to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you
will be entitled to an award of attorneys' fees and expenses, to the extent provided under
applicable law. Untrodden will not seek, and hereby waives all rights it may have under
applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.
Fees: Your responsibility to pay any AAA filing, administrative and arbitrator fees will be
solely as set forth in the AAA Rules. However, if your claim for damages does not exceed
$75,000, Untrodden will pay all such fees unless the arbitrator finds that either the
substance of your claim or the relief sought in your Demand for Arbitration was frivolous or
was brought for an improper purpose (as measured by the standards set forth in Federal
Rule of Civil Procedure 11(b)).
Changes: Notwithstanding the provisions of the "Modification" section above, if Untrodden
changes this "Dispute Resolution" section after the date you first accepted these Terms (or
accepted any subsequent changes to these Terms), you may reject any such change by
sending us written notice (including by email) within 30 days of the date such change
became effective, as indicated in the "Last Updated Date" above or in the date of
Untrodden's email to you notifying you of such change. By rejecting any change, you are
agreeing that you will arbitrate any Dispute between you and Untrodden in accordance with
the provisions of this "Dispute Resolution" section as of the date you first accepted these
Terms (or accepted any subsequent changes to these Terms).

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THIRD PARTY BENEFICIARY
These Terms do not and are not intended to confer any rights or remedies upon any person
other than the parties. Notwithstanding the foregoing, the parties agree that the payment
card networks are third party beneficiaries of these Terms for purposes of enforcing
provisions related to payments, but that their consent or agreement is not necessary for any
changes or modifications to these Terms.
SEVERABILITY
In the event that a provision of the Terms is found to be unlawful, conflicting with another
provision of these Terms, or otherwise unenforceable, these Terms will remain in force as
though it had been entered into without that unenforceable provision being included in it. If
two or more provisions of these Terms are deemed to conflict with each other's operation,
Untrodden shall have the sole right to elect which provision remains in force.
FORCE MAJEURE
You agree that we are not responsible to you for anything that we may otherwise be
responsible for, if it is the result of events beyond our control, including, but not limited to,
acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and
unlawful strikes), embargoes, postal disruption, communication disruption, failure or
shortage of infrastructure, shortage of materials, or any other event beyond our control.
NON-WAIVER
We reserve all rights permitted to us under these Terms as well as under the provisions of
any applicable law. Our non-enforcement of any particular provision or provisions of these
Terms or the any applicable law should not be construed as our waiver of the right to
enforce that same provision under the same or different circumstances at any time in the
future.
CLASS ACTION WAIVER
You and Untrodden agree that any proceedings to resolve or litigate any dispute whether

32

through a court of law or arbitration shall be solely conducted on an individual basis. You
agree that you will not seek to have any dispute heard as a class action, representative
action, collective action, or private attorney general action. You understand and agree that,
by accepting these terms, you and Untrodden are each waiving the right to a trial by jury or
to participate in a class action with respect to the claims covered by the aforementioned
mandatory arbitration provision.
CALIFORNIA USERS
Pursuant to California law, if you are a California resident and if you have further questions
about Untrodden please contact, the Complaint Assistance Unit of the Division of Consumer
Services of the California Department of Consumer Affairs may be contacted in writing at
1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or
(800) 952-5210.
ELECTRONIC COMMUNICATIONS
The communications between you and Untrodden use electronic means, whether you visit
the Site or Service or send Untrodden e-mails, or whether Untrodden posts notices on the
Site or Service or communications with you via e-mail. For contractual purposes, you (1)
consent to receive communications from Untrodden in an electronic form; (2) agree that all
terms, conditions, agreements, notices, disclosures, and other communications that
Untrodden provides to you electronically satisfy any legal requirement that such
communications would satisfy if it were to be in writing. The foregoing does not affect your
statutory rights.
CONTACT
If you have any questions about these Terms, please contact Untrodden at
[email protected].

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