Terms of Service

Updated February 14, 2017

IF YOU RESIDE IN THE UNITED STATES, PLEASE NOTE: SECTION 26 OF THESE TERMS OF SERVICE CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS HOW DISPUTES WITH SHERPANA ARE RESOLVED. BY ACCEPTING THESE TERMS OF SERVICE, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.

PLEASE READ THESE TERMS OF SERVICE 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.

  1. Key Terms
  2. Sherpana provides an online platform that connects hiking and trekking guides with tourists seeking to trek or hike (collectively, the "Services"), which Services are accessible at www.sherpana.com and any other websites through which Sherpana makes the Services available (collectively, the "Site") and as applications for mobile, tablet and other smart devices and application program interfaces (collectively, the "Application").

    If you are using the Site, Application or Services, these Terms of Service are between you and Sherpana, Inc.

    "Booking" means a limited contract granted by the Guide, or Guide's representative, to provide Services for the limited duration of the confirmed Trip. Please note, as used on the Site, Applications, and Services, "scheduled trip" and "confirmed trip" have the same meaning as "Booking;" all three terms mean a limited contract granted by the Guide to provide Services for the limited duration of the confirmed Trip.

    "Booking Request Period" means the time period starting from the time when a Guide is requested by a User (as determined by Sherpana in its sole discretion) to lead a requested Trip, within which a Guide may decide whether to confirm or decline that Booking request, as stated on the Site, Application or Services. If the Guide declines the Booking Request, Sherpana has the option of assigning an alternate available Guide at its sole discretion to the requested Trip.  The User may either accept the alternate Guide or cancel the requested trip, provided they do so at least 24 hours prior to the trip departure and no other users have joined the Trip.

    "Collective Content" means Member Content and Sherpana Content.

    "Communication" means an email, message via the Application, or text message.

    "Content" means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.

    "Group" means all Users and Guests of Users who will accompany a Guide on a Trip.

    "Guests" means any other individuals included on the booking of a User.

    "Guide" means a Member, or an individual who is contracted by a Member, and who agrees to lead a Trip listed on the site.

    "Member" means a person, or entity, completes Sherpana"s account registration process, including but not limited to Users and Guides, as described under "Account Registration" below.

    "Member Content" means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Profile, Member profile or Sherpana promotional campaign to be made available through the Site, Application or Services.

    "Profile" means Member Content that represents a Guide or User.

    "Trip" means an activity led by a guide, and booked via the Site, in which one or more users participate.

    "Sherpana Content" means all Content that Sherpana makes available through the Site, Application, Services, or its related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Member Content.

    "User" means a Member who requests from a Guide a Booking of a Trip via the Site, Application or Services.



  3. Terms of Service
  4. By using the Site, Application or Services, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service ("Terms"), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Collective Content (defined below), and constitute a binding legal agreement between you and Sherpana. Please also read carefully our Privacy Policy at http://www.sherpana.com/privacy_policy

    In addition, certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.

    If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.

    THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH USERS MAY LEARN ABOUT AND BOOK TRIPS DIRECTLY WITH THE GUIDES. YOU UNDERSTAND AND AGREE THAT SHERPANA IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN GUIDES AND USERS, NOR IS SHERPANA A TRAVEL AGENT OR INSURER. SHERPANA HAS NO CONTROL OVER THE CONDUCT OF USERS, GUIDES AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY TRIPS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

    IF YOU CHOOSE TO BECOME A GUIDE ON SHERPANA, YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH SHERPANA IS LIMITED TO BEING A MEMBER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF SHERPANA FOR ANY REASON, AND YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF SHERPANA. SHERPANA DOES NOT CONTROL, AND HAS NO RIGHT TO CONTROL, YOUR OFFLINE ACTIVITIES ASSOCIATED WITH YOUR BUSSINESS, OR ANY OTHER MATTERS RELATED TO ANY TRIP, THAT YOU PROVIDE OUTSIDE THE SHERPANA PLATFORM. AS A MEMBER YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF SHERPANA, INCLUDING BY INAPPROPRIATELY USING ANY SHERPANA INTELLECTUAL PROPERTY.

    YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICES, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

  5. Modification
  6. Sherpana reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or via the Application and/or provide you notice of the modification by email. We will also update the "Last Updated" date at the top of these Terms. Changes to the Terms will be effective at the time of posting. Your continued access or use of the Site, Application or Services will constitute acceptance of the modified Terms. Additionally, if the modified Terms contain material changes applicable to existing Members (by decreasing your rights or increasing your responsibilities), we will provide you with notice prior to the changes taking effect. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services. If you do not close your Sherpana Account, you will be deemed to have accepted the changes.

  7. Eligibility
  8. The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older.

    For users in the United States, Sherpana will, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain reports from public records of criminal convictions or sex offender registrations of the user. For users outside the United States, we may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain the local version of background or registered sex offender checks in our sole discretion. You agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports, including from Sherpana's vendors.

  9. How the Site, Application and Services Work
  10. The Site, Application and Services can be used to facilitate Users to find Guides for Trips listed on the Site, Application and Services. You may view Trips as an unregistered visitor to the Site, Application and Services; however, if you wish to book a Trip or create a Guide Profile, you must first register to create an Sherpana Account (defined below).

    As stated above, Sherpana makes available an online platform or marketplace with related technology for Users and Guides to meet online and arrange for Bookings of Trips directly with each other. Sherpana does not directly employ any Guides.

    PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE GUIDES AND USERS CONNECTING AND BOOKING TRIPS DIRECTLY WITH EACH OTHER. SHERPANA IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL TRIPS PROVIDED BY GUIDES. ACCORDINGLY, ANY BOOKINGS WILL BE MADE OR ACCEPTED AT THE MEMBER'S OWN RISK.

  11. Account Registration
  12. In order to access certain features of the Site and Application, and to book an Trip or create a Profile, you must register to create an account ("Sherpana Account") and become a Member. You may register to join the Services directly via the Site or Application or as described in this section.

    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 or Application, as described below. As part of the functionality of the Site, Application and Services, you may link your Sherpana Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Sherpana through the Site, Services or Application; or (ii) allowing Sherpana 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 you are entitled to disclose your Third-Party Account login information to Sherpana and/or grant Sherpana 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 Sherpana to pay any fees or making Sherpana subject to any usage limitations imposed by such third-party service providers. By granting Sherpana access to any Third-Party Accounts, you understand that Sherpana 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, Services and Application via your Sherpana Account and Sherpana 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 Sherpana Account on the Site, Services and Application. Please note that if a Third-Party Account or associated service becomes unavailable or Sherpana'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 and Application. You have the ability to disable the connection between your Sherpana Account and your Third-Party Accounts, at any time, by accessing the "Settings" section of the Site and Application. 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. Sherpana makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Sherpana is not responsible for any SNS Content.

    Your Sherpana Account and your Sherpana Account profile page will be created for your use of the Site and Application 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 Sherpana 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. Sherpana reserves the right to suspend or terminate your Sherpana Account and your access to the Site, Application and Services if you create more than one (1) Sherpana Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service.

    You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party.

    Unless expressly authorized by a specific feature on Sherpana, you are not permitted to share your Sherpana Account with anyone or allow others to access or use your Sherpana Account. Sherpana may enable features, in our discretion, that allow other Members to take certain actions associated with your Sherpana Account, on your behalf with your express authorization, such as having your executive assistant, travel agent, or employer book on your behalf. You agree that you will take sole responsibility for any activities or actions under your Sherpana Account, whether or not you have authorized such activities or actions. You will immediately notify Sherpana of any unauthorized use of your Sherpana Account.

  13. Bookings and Financial Terms
    1. Key definitions
    2. "Guide Fees" means the amounts that are due and payable by a User in exchange for that User being led on a Trip by a Guide.  The Guide Fees are based on the fraction the Group that the User and his/her Guests make up of the Trip Group.

      "Permit Fees" means the fee that Sherpana charges a User to process permits that are required by local governments and/or organizations to legally participate in the Trip.  The User is responsible for getting Sherpana the required information to process the permit prior to the departure of the trip.

      "Porter Fees" means the amounts that are due and payable by a User in exchange for that User contracting the services of a Porter during the Trip.

      "Payment Method" means a payment method that you have added to your Sherpana Account, such as a credit card, debit card or PayPal.

      "Service Fees" means the fees that Sherpana collects for use of the platform. These fees are based on a percentage of the Total Fees and the size of the Group

      "Total Fees" means collectively the Guide Fees and Service Fees plus any Permit Fees and Porter Fees.

    3. Bookings and Financial Terms for Guides
    4. If you are a Guide and a Booking is requested for a Trip via the Site, Application or Services, you will be required to either confirm or reject the Booking request within the Booking Request Period, otherwise the Booking request will automatically expire and another Guide may be chosen to lead the Trip.

      Sherpana will collect the Total Fees from User at the time of the Booking request. The Guide will receive 50% of the his at the start of the trip and 50% at completion of the trip paid directly to the guide or via a local partner.

      Each Guide agrees that Sherpana may, in accordance with Sherpana's cancellation policy permit the User to cancel the Booking and refund to the User that portion of the Guide Fees specified in the cancellation policy.

    5. Bookings and Financial Terms for Users
    6. The Guides, not Sherpana, are solely responsible for honoring any confirmed Bookings and communicating with the Users about the details of the Trip. If you, as a User, choose to enter into a transaction with a Guide for the Booking of a Trip, you agree and understand that you will be required to enter into an agreement with the Guide.

      You acknowledge and agree that you, and not Sherpana, will be responsible for performing the obligations of any such agreements, that Sherpana is not a party to such agreements, and that, with the exception of Sherpana obligations pursuant to the Payments Terms. Sherpana (inclusive of all subsidiaries) disclaims all liability arising from or related to any such agreements.

      The Total Fees payable will be displayed to a User before the Requests a Trip and sends a Booking request to a Guide. As noted above, the Guide is required to either confirm or reject the Booking request within the Booking Request Period; otherwise the Booking request will automatically expire and another Guide may be chosen to lead the Trip. Upon receipt of your Booking request, Sherpana may initiate a pre-authorization and/or charge an amount to your Payment Method pursuant to the Payments Terms. If a requested Booking is not confirmed by their requested guide Sherpana may allow another Guide to lead the Trip.  If user does not want the assigned Guide they may cancel the trip provided it is at least 24 hours prior to the trip start and no other Users have joined the Trip, any amounts collected by Sherpana will be refunded to such User, depending on the selections the User makes via the Site and Application, and any pre-authorization of such User's Payment Method will be released, if applicable.  If more Users join the Group for your Trip you will be refunded the difference in Guide Fees (as calculated by Sherpana at its sole discretion) via your chosen payment method on the day of the Trip.

      You as a User agree to pay the Total Fees for any Booking requested, and in most cases confirmed, in connection with your Sherpana Account. Sherpana will collect the Total Fees pursuant to the Payments Terms.

      Once your confirmed Booking transaction is complete you will receive a confirmation Communication summarizing your confirmed Booking.

    7. Service Fees and Other Fees
    8. In consideration for the use of Sherpana's online marketplace and platform, Sherpana charges Service Fees. Sherpana collects these Service Fees pursuant to the Payments Terms, and, where applicable.

    9. Cancellations and Refunds
    10. If, as a User, you wish to cancel a confirmed Booking made via the Site, Application and Services, either prior to or after beginning the Trip, the Sherpana's cancellation policy will apply to such cancellation. If User and your Guests are the only Members of the Group for requested Trip Sherpana full refund up until 48 hours prior to the trek's departure, Between 48 hours and the departure date a 50% cancellation fee will be charged in order to compensate the Guide for lost business and processed permits.  After the start date of Trip no refund will be given regardless of whether the User and/or User's Guest or Guests (if applicable) complete the Trip.

      If other Users have joined the trek a 20% cancelation fee will be charged up until 48 hours prior to the trek's departure date. A refund will not be given for cancelations made within two days of the trek's departure when others have already joined the trek. These fees are to offset the cost of the other trekkers who joined the group expecting a lower cost.

      If, as a Guide, you cancel a confirmed Booking, you agree that Sherpana may apply penalties or consequences to you or your Profile, including (i) publishing an automated review on your Profile indicating that a Booking was cancelled, (ii) keeping the calendar for your Profile unavailable or blocked for the dates of the cancelled Booking, or (iii) imposing a cancellation fee. You will be notified of the situations in which a cancellation fee applies before you decide to cancel.

      In certain circumstances, Sherpana may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed Booking made via the Site, Application and Services. Sherpana may also determine, in its sole discretion, to refund to the User part or all of the amounts charged to the User. You agree that Sherpana and the relevant User or Guide will not have any liability for such cancellations or refunds.

  14. Currency Conversion
  15. Sherpana's online platform facilitates Bookings between Guides and Users who may pay in a currency different from their destination currency, which may require currency conversions to accommodate these differing currency preferences. Sherpana's prices are displayed and charged in United States Dollars.  Users are responsible for any conversion fees or transaction fees that their credit card company charges to complete this transaction.

  16. Payment Terms
  17. Sherpana process payments via a third-party company Stripe.  By using this payment gateway you agree to stripe's terms of service.  These terms can be found at https://stripe.com/us/checkout/legal

  18. User Conduct
  19. 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, Application, Services and Collective Content. In connection with your use of the Site, Application, Services and Collective Content, you may not and you agree that you will not:

    Sherpana has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, Sherpana may take a range of actions against you, including but not limited to removing or disabling access to any or all of your Member Content or deactivating or canceling your Profile or Sherpana Account, for a violation of this Section or these Terms.

    Sherpana 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 Sherpana or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Sherpana, its users, or members of the public. You acknowledge that Sherpana has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review, remove, disable access to or edit any Member Content, but has the right to do so for the purpose of operating and improving the Site, Application 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. Sherpana reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Sherpana, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.

    Reporting Misconduct

    If you lead a Trip as a Guide or as User participate in a Trip anyone who you feel is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Sherpana by contacting us with your police station and report number; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

  20. Privacy
  21. You agree that Sherpana's Privacy Policy (as may be updated from time to time) governs Sherpana's collection and use of your personal information.

  22. Intellectual Property Ownership and Rights Notices
  23. The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Sherpana 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, Application, Services, or Collective Content. All trademarks, service marks, logos, trade names, and any other proprietary designations of Sherpana used on or in connection with the Site, Application, Services, and Sherpana Content are trademarks or registered trademarks of Sherpana in the US and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Site, Application, Services, and Sherpana Content are used for identification purposes only and may be the property of their respective owners. As a Guide, User, or Member, you understand and agree that you are bound by the additional Terms, Guidelines and Policies that apply to your use of the Site, Application, Services and Collective Content.

  24. Sherpana Content and Member Content License
  25. Subject to your compliance with these Terms, Sherpana grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Sherpana 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-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, Application, 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 Sherpana or its licensors, except for the licenses and rights expressly granted in these Terms.

  26. Member Content
  27. 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, Application, Services, or through Sherpana promotional campaigns, you hereby grant to Sherpana 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, translate, 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, Application and Services. Sherpana 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.

    You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application, Services or through Sherpana promotional campaigns. 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, Application, Services or through Sherpana promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to Sherpana 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 Sherpana's use of the Member Content (or any portion thereof) on, through or by means of the Site, Application, the Services or Sherpana promotional campaigns 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.

  28. Links
  29. The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that Sherpana 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 Sherpana 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.

  30. Feedback
  31. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services ("Feedback"). You may submit Feedback by emailing us, through the Contact section of the Site and Application, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of Sherpana and you hereby irrevocably assign to Sherpana and agree to irrevocably assign to Sherpana all of your right, title, and interest in and to all Feedback, 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 Sherpana's request and expense, you will execute documents and take such further acts as Sherpana may reasonably request to assist Sherpana to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

  32. Copyright Policy
  33. Sherpana respects copyright law and expects its users to do the same. It is Sherpana's policy to terminate in appropriate circumstances the Sherpana Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

  34. Term and Termination, Suspension and Other Measures
    1. Term
    2. These Terms shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Sherpana terminate these Terms as described below.

    3. Termination for convenience
    4. You may terminate these Terms at any time via the "Cancel Account" feature on the Site or by sending us an email. If you cancel your Sherpana Account as a Guide, any confirmed Bookings will be automatically cancelled and your Guests will receive a full refund. If you cancel your Sherpana Account as a User, any confirmed Booking will be automatically cancelled and any refund will depend upon the terms of the cancellation policy.

      Without limiting our rights specified below, Sherpana may terminate these Terms for convenience at any time by giving you 30 days' notice via email to your registered email address.

    5. Termination for breach, suspension and other measures
    6. Sherpana may immediately, without notice terminate these Terms if (i) you have materially breached these Terms or our Policies, including but not limited to any breach of your warranties outlined in these Terms or breach of the "User Conduct" provisions in these Terms, (ii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Sherpana Account registration, or Profile listing process or thereafter, (iii) you have violated applicable laws, regulations or third party rights, or (iv) Sherpana believes in good faith that such action is reasonably necessary to protect the safety or property of other Members, Sherpana or third parties, for fraud prevention, risk assessment, security or investigation purposes.

      In addition Sherpana may deactivate or delay any Profile, reviews, or other Member Content, cancel any pending or confirmed Bookings, limit your use of or access to your Sherpana Account and the Site, Application or Services, temporarily or permanently revoke any special status associated with your Sherpana Account, or temporarily or permanently suspend your Sherpana Account if (i) you have breached these Terms or our Policies, including material and non-material breaches and receiving poor ratings from Members, or (ii) Sherpana believes in good faith that such action is reasonably necessary to protect the safety or property of Members, Sherpana or third parties, for fraud prevention, risk assessment, security or investigation purposes.

      If we take any of the measures described in this Section 23.C, we may (i) communicate to your Users or Guide that a pending or confirmed Booking has been cancelled, (ii) refund your Users in full for any and all confirmed Bookings, irrespective of preexisting cancellation policies, (iii) support your Users, on an exceptional basis, in finding an alternative Guide, and (iv) you will not be entitled to any compensation for confirmed Bookings that were cancelled.

      In case of non-material breaches and where appropriate, you will be given notice of any measure by Sherpana and an opportunity to resolve the issue to Sherpana's reasonable satisfaction.

    7. Consequences
    8. If you or we terminate this Agreement, we do not have an obligation to delete or return to you any of your Member Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your Sherpana Account or any of your Member Content. If your access to or use of the Site, Application and Services has been limited or your Sherpana Account has been suspended or this Agreement has been terminated by us, you may not register a new Sherpana Account or attempt to access and use the Site, Application and Services through other Sherpana Accounts.

    9. Survival
    10. If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.

  35. Disclaimers
  36. IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, YOU DO SO AT YOUR SOLE RISK.

    THE SITE, APPLICATION, SERVICES, AND COLLECTIVE CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SHERPANA EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SHERPANA MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE TRIPS OR ANY GUIDES, OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SHERPANA MAKES NO WARRANTY REGARDING THE QUALITY OF ANY TRIP, GUIDES, USERS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, OR SERVICES.

    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SHERPANA OR THROUGH THE SITE, APPLICATION, 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 GUIDES OR USERS. YOU UNDERSTAND THAT SHERPANA DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES. SHERPANA MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION 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, 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, USERS AND GUIDES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY SHERPANA. SHERPANA EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OR OTHER THIRD PARTY.

  37. Limitation of Liability
  38. 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, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR PROFILE OR BOOKING OF ANY TRIPS VIA THE SITE, APPLICATION AND SERVICES, YOUR PARTICIPATION IN THE REFERRAL PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF SHERPANA WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER SHERPANA NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY, SICKNESS, OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY 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, APPLICATION, SERVICES,  PARTICIPATING OR BOOKING OF ANY TRIP VIA THE SITE, APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SHERPANA 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 GUIDES PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE SHERPANA GUIDE GUARANTEE, IN NO EVENT WILL SHERPANA'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR PROFILE OR BOOKING OF ANY TRIP VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY TRIP OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, APPLICATION AND SERVICES AS A USER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A GUIDE, THE AMOUNTS PAID BY SHERPANA 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 SHERPANA 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.

  39. Indemnification
  40. You agree to release, defend, indemnify, and hold Sherpana and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) Booking of a Trip, or (iii) creation of a Profile; (d) the use, condition or Booking of a Trip by you, including but not limited to any injuries, health conditions, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a Booking or participation in a Trip.

  41. Entire Agreement
  42. Except as they may be supplemented by a document referenced and incorporated herein or by additional Sherpana policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms constitute the entire and exclusive understanding and agreement between Sherpana and you regarding the Site, Application, Services, Collective Content, and any Bookings or Profiles of Guides made via the Site, Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Sherpana and you regarding Bookings or Profiles of Guides, the Site, Application, Services, and Collective Content (excluding Payment Services).

  43. Assignment
  44. You may not assign or transfer these Terms, by operation of law or otherwise, without Sherpana's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Sherpana 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.

  45. Notices
  46. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Sherpana (i) via a Communication (in each case to the address or phone number that you provide) or (ii) by posting to the Site or via the Application. For notices made via a Communication, the date of receipt will be deemed the date on which such notice is transmitted.

  47. Controlling Law and Jurisdiction
  48. These Terms and your use of the Services will be interpreted in accordance with the laws of the State of Delaware and the United States of America, without regard to its choice of law rules and without regard to conflicts of laws principles except that the Arbitration provision shall be governed by the Federal Arbitration Act.

  49. Dispute Resolution
  50. If you reside in the United States, you and Sherpana 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 the use of the Services or use of the Site, Application or Collective Content (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 Sherpana are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding. Further, unless both you and Sherpana 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. This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at http://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 form Demand for Arbitration .) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware 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 Sherpana 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 Sherpana submit to the arbitrator, unless you request a hearing or the arbitrator determines 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.

    Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

    Changes. Notwithstanding the provisions of the "Modification" section above, if Sherpana changes this "Dispute Resolution" section after the date you last 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 Sherpana'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 Sherpana in accordance with the provisions of this "Dispute Resolution" section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).

  51. General
  52. The failure of Sherpana to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Sherpana. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

  53. Third party beneficiary
  54. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

  55. Contacting Sherpana
  56. If you have any questions about these Terms, please Contact Sherpana.