Last Updated: June 27, 2024
These Terms of Service are between
RV Management Enterprises Inc. (“
Company”, “
our”, “
we” or “
us”) and you, either individually, or on behalf of your enterprise (“
RV Owner”, “
you” or “
your”). We operate a website located at https://www.rvmanagementusa.com/ (“
Website”) that facilitates introductions between RV Owners and RV rental managers (“
Territory Managers”) who will manage the renting of RV Owner’s RVs to rental customers (“
RV Rental”). The Website together with the referral service to Territory Managers, except if specifically, otherwise designated, shall be referred to herein as the “
Services”.
By taking an action to indicate acceptance (such as clicking a checkbox) or by using the Services, you acknowledge that you have read and understood these Terms of Service (“
Terms”), which constitute a binding legal agreement between you and Company and shall be effective as of the date of your acceptance of these Terms. If you do not accept these Terms, then do not use the Services. If you are accepting these Terms on behalf of a corporation or other entity, you represent and warrant that: (i) the individual accepting these Terms is duly authorized to accept the Terms on such entity's behalf and to bind such entity; and (ii) such entity has full power, corporate or otherwise, to enter into these Terms and perform its obligations hereunder.
Please note that the collection, use and disclosure of your personally identifiable information (“
Personal Information”) will be governed by our Privacy Policy located at
Privacy Policy (“
Privacy Policy”), which form part of and are incorporated into these Terms. By using the Services, you consent to our collection, use, and disclosure of Personal Information and other data as outlined therein.
The Company may revise these Terms at any time and at Company’s sole discretion. Any non-material change to these Terms will become effective on the date the change is posted. Any material changes to these Terms will be effective: (i) immediately if you are a new user of the Service; and (ii) if you are an existing user of the Service, upon the earlier of (a) thirty (30) days after notice is provided of such changes, which notice may be provided by updating the “Last Modified” date above, through email or through the Services (as applicable), or (b) your acceptance of the updated Terms.
1. The Services
1.1 Access to the Services. Subject to compliance with these Terms, you are provided with a non-exclusive, non-assignable, royalty-free, limited right: (i) to access and use the Website and the Services.
1.2 Use of the Services. Company provides a facilitation service whereby we facilitate introductions between RV Owners interested in engaging experienced and professional Territory Managers who will manage all aspects of the RV Rental. You will meet with us to discuss your interests and requirements related to renting out your RV and Company, at its sole discretion, will facilitate an introduction with a Territory Manager. It is important to note that Company only facilitates introductions between RV Owners and Territory Managers and does not guarantee that a Territory Manager will agree to rent out their RV or engage with an RV Owner in any way to facilitate an RV Rental. Further, any arrangements between RV Owner and Territory Manager for an RV Rental will be subject to a separate legal agreement signed between RV Owner and Territory Manager (“
Consignment Agreement”) and Company will not be a party to any such Consignment Agreement. In the event of any issues between you and a Territory Manager, you will only have legal recourse against the Territory Managers and not Company.
2. Registration and Account
2.1 User Eligibility. You must be at least eighteen (18) years of age to use the Services. By using the Services and agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; (ii) that you have not previously been suspended or removed from the Services; and (iii) that your use of the Services complies with any and all applicable laws and regulations.
Account Registration. To use the Solution, Customer must register and open an account through the Website or as otherwise directed by Company (“
Account”). You agree to provide accurate, current, and complete Account registration information requested by any Account registration forms (“
Registration Data”), including but not limited to your name, organization name, e-mail, and password. The Solution requires an internet connection and is designed solely for use with Microsoft 365 or Google Business accounts and each User is solely responsible for registering with enabling the applicable Third-Party Service functionality required to register an Account.
Account Security. You are responsible for maintaining the confidentiality of your Registration Data and for all activities that occur under your Account. You agree not to disclose your Account credentials to any third party, and you are responsible for any use or misuse of the Services performed through your Account (including by any third party). If you think the security of your Account or Registration Data has been compromised, please contact us immediately. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, the Company reserves the right to temporarily disable an Account until resolution has been determined.
3. Term and Termination
3.1 Term. The Term of this Agreement will continue until you cease using the Services or until the expiration or termination of all Consignment Agreements, whichever comes earlier (the “Term”).
3.2 Termination by Company. Company may, under certain circumstances and without prior notice, immediately terminate your ability to access or receive the Services (as applicable) or portions thereof. Cause for such termination may include, but not be limited to: (a) breaches or violations of these Terms; (b) requests by law enforcement or other government agencies; (c) discontinuance or material modification to the Services (or any part thereof); (d) unexpected technical, security, or legal issues or problems; (e) actual or suspected participation by you, directly or indirectly, in fraudulent or illegal activities; or (f) verbal, physical, written, or other abuse (including threats of abuse or retribution) of any Company customer, employee, member, or officer. You acknowledge and agree that all terminations may be made by Company in its sole discretion and that Company shall not be liable to you or any third party for any termination of your access to the Services. Any termination of these Terms by Company shall be in addition to any and all other rights and remedies that Company may have.
3.3 Result of Termination. Upon termination, the permissions, rights, and licenses granted to you under these Terms shall terminate. Termination may cause the loss and/or availability of content, features, or capacity of your Account. To the extent RV Owner Data (as defined below) is in the Company’s possession, custody, or control, Company will perform such deletion subject to the retention policy in our Privacy Policy, and upon your request, we will certify the same in writing. The following provisions shall survive termination: 1.4, 2, 3.2-3.4, 4, 5.3, and 6-11.
4. Intellectual Property Rights
4.1 Company Intellectual Property. Any proprietary and intellectual property rights in and to the Services, including any content thereon, such as logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof and related materials, Company’s trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered (“Content”), are the property of Company and/or its licensors and are subject to copyright and other intellectual property rights under applicable laws. You acknowledge and agree that you have no right, license, or authorization with respect to the Services or any of the technology underlying the Services except as expressly set forth in these Terms. Nothing in these Terms gives you the right to use Content without the Company’s prior written consent.
4.2 Use Restrictions. You may not and you shall not permit any person, and/or any third party to: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services or Content except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other timing or use restrictions that are built into the Services; (c) remove any Content or other proprietary notices, labels, or marks from the Services; (d) frame or mirror any content forming part of the Services; or (e) access the Services in order to (i) build a competitive product or service or (ii) copy any ideas, features, functions or graphics of the Services.
4.3 RV Owner Data. You will retain all rights, title, and interest in all data that you provide to Company (“
RV Owner Data”), including all intellectual property rights therein. Company will only use RV Owner Data as necessary for the operation of the Services. You hereby grant Company a non-exclusive, non-transferable, irrevocable, worldwide, royalty-free, fully paid-up license for the Term (and for thirty (30) days thereafter) to use and otherwise exploit the RV Owner Data as reasonably required to provide and improve the Services (including, without limitation, to generate Aggregated Statistics) and meet its obligations under these Terms.
4.4 Aggregated Statistics. Company may create aggregated and anonymized statistical analytics arising from your interaction with and use of the Services (“
Aggregated Statistics”), which shall not include any underlying RV Owner Data, nor shall they otherwise be capable of referencing back to an identifiable individual. Company shall own all rights to such Aggregated Statistics free from encumbrance.
4.5 Feedback. If you provide Company with any suggestions, comments or other feedback relating to Company’s services (collectively, “
Feedback”), you hereby grant Company a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate Feedback into the Services and/or any other Company products or services and waive any moral rights you may have in such Feedback. You hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise precluded from providing to Company and shall promptly inform Company as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you.
5. Confidentiality.
5.1 Definition of Confidential Information. “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) in connection with the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business and marketing plans, know-how, technology, technical and financial information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
5.2 Confidentiality; Protection. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party’s prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care).
5.3 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.
5.4 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
6. Disclaimers and Warranties.
6.1 Warranties. You warrant that: (i) you have the legal power to enter into and accept these Terms; and (ii) you have all rights and licenses necessary to perform your obligations hereunder and grant the licenses contemplated hereunder.
6.2 Disclaimer. COMPANY MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK. UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM USE OF OR RELIANCE ON THE SERVICES, OR HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. FOR CLARITY, COMPANY DOES NOT WARRANT THAT USE OF OR RELIANCE ON SERVICES WILL GUARANTEE ANY RESULT, INCLUDING THE SUCCESSFUL RENTING OUT OF YOUR RV OR COMPLIANCE WITH ANY REGULATORY REQUIREMENTS.
7. Indemnification.
7.1 Indemnification of Company. You shall defend, indemnify and hold Company and its subsidiaries, affiliates, officers, and employees (“Company Parties”) harmless against any and all claims, actions, allegations, damages, losses, liabilities and expenses (of whatever form or nature, including, without limitation, reasonable attorneys’ fees and expenses and all costs of litigation), whether direct or indirect, that Company Parties may sustain as a result of any acts, errors or omissions of RV Owner, including but not limited to: (i) breach of any of the provisions of these Terms; (ii) negligence or other tortious conduct, or willful misconduct; (iii) personal injury or death (each an “Indemnified Claim”); provided, that Company: (a) promptly gives written notice of each Indemnified Claim to you; (b) gives you sole control of the defense and settlement of each Indemnified Claim (provided that you may not settle or defend any Indemnified Claim unless it unconditionally releases Company Parties of all liability); and (c) provides to you, at your cost, all reasonable assistance in respect to each Indemnified Claim.
8. LIMITATION OF LIABILITY
8.1 Exclusion of Consequential and Related Damages. EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL COMPANY AND/OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICES, USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, THE PERFORMANCE OR FAILURE OF COMPANY TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR OMISSION OF COMPANY BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM THE CONDUCT OF ANY TERRITORY MANAGERS.
8.2 Limitation of Liability. COMPANY’S LIABILITY HEREUNDER SHALL IN NO EVENT EXCEED THE FEES PAID BY YOU TO COMPANY DURING THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE, AND IF NO FEES WERE CHARGED, THEN LIABILITY SHALL NOT EXCEED $1,000.00 CAD. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
8.3 Certain Damages Not Excluded. NOTWITHSTANDING SECTIONS 8.1 AND 8.2 NO LIMITATION OF LIABILITY SET FORTH IN THESE TERMS SHALL APPLY TO: (I) DAMAGES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 5; (II) DAMAGES ARISING FROM ANY INFRINGEMENT AND/OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS; OR (III) YOUR INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 7.
8.4 No Liability for RV Rentals. FOR CLARITY, COMPANY WILL HAVE NO LIABILITY FOR ANY ACTIONS OR OMISSIONS OF TERRITORY MANAGERS, INCLUDING FRAUDULENT MISREPRESENTATION OR WILLFUL MISCONDUCT OR FOR ANY ISSUES THAT ARISE WITH A RV RENTAL PURSUANT TO A CONSIGNMENT AGREEMENT, INCLUDING, WITHOUT LIMITATION, DISPUTES, STORAGE ISSUES, CLAIMS, ACCIDENTS, PERSONAL INJURY OR DEATH, OR MECHANICAL OR MAINTENANCE ISSUES.
9. General
9.1. Relationship of the Parties. These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor franchisee relationship between the parties hereto.
9.2. No Third-Party Beneficiaries. Except as expressly provided in these Terms, there are no third-party beneficiaries to these Terms.
9.3. Governing Law and Jurisdiction. Any claim relating to the Services or these Terms will be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services or these Terms will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts of Ontario, Canada. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.
9.4 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Company may assign these Terms in their entirety, without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its business, shares, or assets. Any attempt by a party to assign its rights or obligations under these Terms in breach of this section shall be void and of no effect. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
9.5 Severability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.
9.6 No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
9.7 Electronic Form. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
9.8 Force Majeure. Neither party shall be responsible for its failure to perform its obligations under these Terms to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, epidemics, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.
9.9 Entire Agreement. These Terms, including our Privacy Policy, constitute the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal, or representation (whether written or oral) concerning its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Consignment Agreement or in any other RV Owner or Territory Manager documents shall be incorporated into or form any part of these Terms, and all such terms or conditions shall be null and void.
9.10 Notices. Company may give notice to you by means of: (i) a general notice in your Account, effective the following business day after enacting the notice; or (ii) by electronic mail to your e-mail address on record in your Account, effective the following business day. You may give notice to the Company by e-mail to info@rvmanagementusa.com, with such notice shall be deemed given the following business day after sending the e-mail. All notices shall be in writing.
