Terms of Service

Adopted: November, 2022

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION THAT AFFECTS YOUR RIGHTS, REMEDIES, AND OBLIGATIONS. THEY INCLUDE AN AGREEMENT TO ARBITRATE (UNLESS YOU OPT OUT). THESE TERMS ALSO INCLUDE A PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF FOR ALL MATTERS IN EITHER COURT OR ARBITRATION, VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION, VENUE, AND GOVERNING LAW OF DISPUTES, EXCEPT WHERE PROHIBITED, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.

Introduction

SHAP Inc. (“SHAP”, “we”, or “us”), provides an online platform that connects owners of certain products with guests that seek to rent such products for a specified period of time. SHAP is accessible online including at shap.market and as an application for mobile devices. The SHAP websites, blog, mobile applications, and associated services are collectively referred to as “the Services”. By accessing or using the Services, including by communicating with us or other SHAP users, you agree to comply with, and be legally bound by, the provisions of these Terms of Service (these “Terms”), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Services and constitute a binding legal agreement between you and SHAP.

These Terms, together with the SHAP Privacy policy, cancellation policy and nondiscrimination policy, and applicable additional policies (the “Policies”) constitute the “Agreement” between you and SHAP (each a “Party” and together, “the Parties”).

Modification. SHAP reserves the right, at our sole discretion, to modify the Services or to modify the Agreement, including these Terms, at any time. If we modify these Terms, we will post the modification on the Services. We will also include a “Last Revised” date at the top of these Terms. If you continue to access or use the Services after we have posted a modification or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified terms. If the modified terms are not acceptable to you, your sole recourse is to stop using and accessing the Services and close your SHAP Account within 30 days. If you choose to close your SHAP Account, the previous effective version of these Terms will apply to you, unless you use the Services during the intervening 30 day period, in which case the new version of these Terms will apply to you.

Eligibility, registration, verification

Eligibility

The Services are intended solely for guests who meet our age requirements, 18 years or older. Any use of the Services by anyone that does not meet this age requirement is expressly prohibited from using the Services.

Registration

To access certain features of the Services, you must sign up for an account with us (a “SHAP Account”). You can create a SHAP Account by providing us your first and last name, email address, and creating a password or connecting through an account with a third-party site or service (including Apple, Facebook, and Google). When you rent a product as a guest (“guest”), you provide us with certain additional information about yourself. Similarly, when you list a product for rent as the owner (“host”), you provide us with certain additional information about yourself and your product(s). You must provide accurate, current, and complete information during the registration, rental booking, and/or listing process. You must keep your SHAP Account up to date at all times. Based on information you provide, SHAP may impose additional requirements for you to rent a product (e.g., providing a deposit, adding a second form of payment or other requirements). To fight spam and abuse of the Services, SHAP has implemented reCAPTCHA Enterprise, and your use of reCAPTCHA is subject to a separate Privacy Policy and Terms of Use.

Verification

Where permitted, SHAP has the right, but not the obligation, to undertake screenings, checks, and engage in processes designed to help verify the identities and/or check the backgrounds of all users, including hosts that that list products available for rent. SHAP does not endorse any product, host, user, or a user’s or host’s background, or commit to undertake any specific screening process. SHAP may in its sole discretion use third-party services to verify the information you provide to us and to obtain additional related information and corrections where applicable, and you hereby authorize SHAP to request, receive, use, and store such information. SHAP may permit or refuse your request to book or list a product in its sole and absolute discretion. SHAP may, but does not commit to, undertake efforts to ensure the safety of products rented through the Services. We do not make any representations about, confirm, or endorse the safety, value, or legal status of any product beyond our policies that require hosts to ensure their products are in safe and operable condition, can legally be rented and operated by user, have a clean title not subject to any applicable safety recalls (if applicable), and otherwise satisfy our eligibility requirements.

Consumer Report Authorization. When you attempt to book or list a product, or at any time once SHAP reasonably believes there may be an increased level of risk associated with your SHAP Account, you hereby provide SHAP with written instructions and authorize SHAP, in accordance with the Fair Credit Reporting Act, applicable consumer reporting laws, or any similar laws to obtain your personal and/or business credit report, and/or conduct a background check, including a criminal background check where permissible under applicable law.

Fees, taxes

Fees

The fees we charge for using the Services and the costs of renting a product will be itemized at checkout. Hosts can view earnings on the Host portal and learn more about earnings breakdown here. When you provide SHAP a payment method, you authorize SHAP, or third-party service providers acting on behalf of SHAP, to store your payment credential for future use in the event you owe SHAP any money. You authorize SHAP to use stored payment credentials for any balances due, including for rental fees and applicable sales taxes. In some cases, our payment processors have arrangements with card networks to automatically update stored payment credentials whenever you receive a new card (e.g., replacing an expired card or one that was reported lost or stolen) and we will rely on such updates to stored payment credentials for balances.

Collection of fees

SHAP and its service providers will employ all legal methods available to collect amounts due, including the engagement of collection agencies or legal counsel. SHAP, or the collection agencies we retain, may also report information about your SHAP Account to credit bureaus. As a result, late payments, missed payments, or other defaults on your SHAP Account may be reflected in your credit report. In addition to the amount due, delinquent accounts or chargebacks will be charged with fees and/or charges that are incidental to the collection of delinquent accounts or chargebacks including, but not limited to, collection fees, convenience fees, and/or other third party charges. If you wish to dispute the information SHAP reported to a credit bureau (i.e., Experian, Equifax, or TransUnion), please contact help@SHAP.market. If you wish to dispute the information a collection agency reported to a credit bureau regarding your SHAP Account, you must contact the collection agency directly.

Taxes

In certain jurisdictions, SHAP may enable the collection and remittance of sales taxes for the rental transaction. The amount of such taxes, if any, collected and remitted by SHAP will be visible to, and separately stated, to both guests and hosts on their respective documents and invoices. Where SHAP is facilitating the collection and remittance of taxes, hosts are not permitted to collect the same taxes on the Services in relation to their products.

Your commitments

You agree that you will always use your SHAP Account and the Services in compliance with these Terms, applicable law, and any other policies and standards provided to you by SHAP.

Account Activity. You are, and will be solely responsible for, all of the activity that occurs through your SHAP Account. Keep your SHAP Account information, including your password, secure. 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 SHAP Account, whether or not you have authorized such activities or actions. You will immediately notify SHAP of any actual or suspected unauthorized use of your SHAP Account. We are not responsible for your failure to comply with this clause, or for any delay in shutting down or protecting your SHAP Account unless you have reported unauthorized access to us.

Content

SHAP Content and User Content License. Subject to your compliance with the provisions of these Terms, SHAP grants you a limited, revocable, non-exclusive, non-transferable license, to access and view any SHAP and/or user content to which you are permitted access. You have no right to sublicense the license rights granted in this section. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by SHAP or its licensors, except for the licenses and rights expressly granted in these Terms.

User Content. We may, in our sole discretion, permit you to post, upload, publish, submit or transmit content through the Services such as photographs of you and your product(s), reviews, feedback, and descriptions of your product(s). By making available any content on or through the Services, or through SHAP promotional campaigns, you grant SHAP 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, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such content on, through, by means of, or to promote or market the Services. Except as described above with respect to SHAP photography provided to hosts, SHAP does not claim any ownership rights in any such content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such content.

Copyright Protection. We respond to notices of alleged copyright infringement and terminate SHAP Accounts of repeat infringers according to the process set out in the US Digital Millennium Copyright Act and similar laws. If you think a user is violating your copyright(s) and want to notify us, you can find information about submitting notices here.

Prohibited activities

In connection with your use of or access to the Services, you agree that you will not, nor advocate, encourage, request, or assist any third party to:

Violate any law, including:

Breach, violate, and/or circumvent any local, state, provincial/territorial, regional, or national law or other law or regulation, or any order of a court
Post false, inaccurate, misleading, defamatory, or libelous content
Infringe, reproduce, perform, display, distribute, reverse engineer, or prepare derivative works from content that belongs to or is licensed to SHAP, or that comes from the Services and belongs to another SHAP user or to a third party, including works covered by any copyrights, trademark, patent, or other intellectual property, privacy, publicity, moral, or contractual rights, except with prior express written permission of SHAP.

Dilute, tarnish, or otherwise harm the SHAP brand in any way, including:

Through unauthorized use of the Services and/or user content
Registering and/or using “SHAP” or derivative terms in domain names, trade names, trademarks, or otherwise
Registering and/or using domain names, trade names, trademarks, social media account names, or other means of identification that closely imitate or are confusingly similar to SHAP domains, trademarks, taglines, promotional campaigns, or SHAP and/or user content

Provide or submit any false or misleading information, including:

False name, date of birth, driver’s license details (if requested for identification purposes), payment method, insurance, or other personal information
In relation to a claim about a product
By registering for a SHAP Account on behalf of an individual other than yourself
Impersonating any person or entity, or falsifying or otherwise misrepresenting yourself or your affiliation with any person or entity

Fail to honor your commitments, including:

Fail to pay fees, penalties, or other amounts owed to SHAP or another user
Fail, as either a guest or host, to timely deliver, make available, or return any product, unless you have a valid and acceptable reason
Use the Services to find a host or guest, and then complete a transaction partially or wholly independent of the Services, for any reason including but not limited to circumventing the obligation to pay any fees related to the provision of the Services by SHAP (aka, gray market transactions, which do not necessarily require the exchange of money)
Transfer your SHAP Account and/or user ID to another party without our consent
Provide a defective or damaged product

Harm or threaten to harm users of our community, including:

Harass, stalk, or defame any other SHAP user or collect or store any personally identifiable information about any other user other than for purposes of transacting as a host or guest in accordance with these Terms
Engage in physically or verbally abusive or threatening conduct
Use the 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, payment method details, or account numbers
Treat anyone differently based on the way they look, sexual preference, what they believe, how they self-identify, where they are from, or when they were born. Discrimination of any kind is not tolerated in the SHAP community
Sue or assert legal claims against SHAP or a SHAP user in any manner prohibited or waived by these Terms

Use the Services for your own unrelated purposes, including to:

Contact another SHAP user for any purpose other than in relation to a product rental, product listing, or the use of the Services by such user
Commercialize any content found on the Services or software associated with the Services, including reviews
Harvest or otherwise collect information about users without their and our consent
Recruit or otherwise solicit any user to join third-party services or websites that are competitive to SHAP, without our prior written approval

Interfere with the operation of the Services, including by:

Interfering with any other user’s listings
Using the Services in connection with the distribution or posting of unsolicited commercial messages (e.g., spam)
Distributing viruses or any other technologies such as cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or e-mail address information, or similar methods or technology that may disrupt or interfere with the operation or provision of the Services, or harm SHAP or the interests or property of others
Bypassing robot exclusion headers, interfering with the working of the Services, or imposing an unreasonable or disproportionately large load on our infrastructure
Systematically retrieving data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, directory, or the like, whether by manual methods, or through the use of bots, crawlers, spiders, or otherwise
Using, displaying, mirroring, or framing the Services or any individual element within the Services, the SHAP name, any SHAP trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page in the Services, without the express written consent of SHAP
Accessing, tampering with, or using non-public areas of the Services, our computer systems, or the technical delivery systems of our service providers
Attempting to probe, scan, or test the vulnerability of any of our system or network or breach any security or authentication measures
Avoiding, bypassing, removing, deactivating, impairing, descrambling, or otherwise circumventing any technological measure implemented by SHAP or any of our service providers or any other third party (including another user) to protect the Services
Forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way using the Services to send altered, deceptive, or false source-identifying information
Attempting to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services
Endeavoring to circumvent a suspension, termination, or closure of your SHAP Account or the account of another SHAP user, including, but not limited to, creating a new SHAP Account or listing products affiliated with or registered to a SHAP Account holder that has been suspended, terminated, or closed

Other legal matters

Violations. SHAP has the right, but not the obligation, to investigate, pursue, and seek to prosecute, litigate, or refer to law enforcement, violations of the Agreement to the fullest extent permissible by the law.

SHAP reserves the right, at any time and without prior notice, in accordance with applicable law, to remove or disable access to any content that SHAP, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms, or otherwise harmful to the Services or our community. If we believe you are abusing SHAP, our users, or any other person in any way or violating the letter or spirit of any of these Terms, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your SHAP Account and access to the Services, remove hosted content, deny a damage claim, remove or demote your listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using the Services. Additionally, we reserve the right to refuse or terminate access to the Services to anyone for any reason at our discretion to the full extent permitted under applicable law.

Policy enforcement. When an issue arises, we may consider the user’s performance history and the specific circumstances in applying our Policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing, subject to our sole and absolute discretion.

Communications with you. You agree that SHAP may contact you by electronic means (e.g., electronic mail; notifications via SHAP messaging; app notification) in lieu of any requirement for mailed notices. To contact you more efficiently, you agree that we may at times also contact you using autodialed or prerecorded message calls or text messages at your phone number(s). We may place such calls or texts primarily to confirm your signup, provide notices regarding your SHAP Account or SHAP Account activity, investigate or prevent fraud, collect a debt owed to us, or communicate urgent messages. We may share your phone number(s) with service providers with whom we contract to assist us in pursuing these interests. We will not share your phone number(s) with third parties for their own purposes without your consent. Standard telephone minute and text and data charges may apply. Where SHAP is required to obtain your consent for such communications, you may choose to revoke your consent.

You authorize SHAP and its service providers, without further notice or warning and in our discretion, to monitor or record telephone conversations you or anyone acting on your behalf has with SHAP or its agents for quality control and training purposes. You acknowledge and understand that your communications with SHAP may be overheard, monitored, or recorded without further notice or warning. If you do not wish to have your call recorded, please contact us instead in writing at Support@SHAP.market.

Non-disparagement. The Parties agree that they will not take any action that will harm the reputation of the other Party, or which would reasonably be expected to lead to unwanted or unfavorable publicity to either of the other Party.

Insurance and protection plans. SHAP is not an insurance company and does not insure hosts or guests. We may in the future offer protection plans through third party insurance providers.

Specific terms for guests

The following sections also apply if you offer a product a product for rent or rent a product using the Services:

Guest commitments

As a guest, you commit that you capable of handling the product that you rent and, as applicable, are qualified to operate it safely. You will treat the product well and will take all reasonable measures to return the product on time and in essentially the same condition as received. If operation of the product requires any specialized skills or license, you represent that you have the necessary skills and/or license to operate or use the product by renting such product and you will not allow any other party to operate or use the product.

Guest financial responsibility for physical damage to the product

The guest that booked the product is financially responsible for all physical damage to or theft of the product, plus any additional costs and fees resulting from damage of any kind to the product.

Condition of the product(s)

Each host is responsible for complying with all legal requirements relating to ownership of the product offered for rent through the Services and maintaining their product(s) in safe condition. Each user should complete a visual inspection before using a rented product. If you find damage, you should upload photos of such pre-existing damage at the start of your rental reservation and email them to Support@SHAP.market and to the host you rented the product from to ensure you are not held responsible for pre-existing damage. In addition, it is necessary to take a self identification photo, such as a picture of yourself with your driver’s license or passport, and email that to Support@SHAP.market. If you find damage on your initial inspection and fail to report it, SHAP or the host may assume that the damage occurred during your rental reservation period. If, after your initial inspection, you believe that the product cannot be used please contact SHAP immediately at Support@SHAP.market. Any claim of damages to a product will not be supported if submitted more than five (5) days after commencement of a rented product.

Each host that rents a product through the Services must also take photos of (i) the rented product prior to its delivery or pick-up by the guest renting the product and (ii) a self identification photo, such as a picture of yourself with your driver’s license or passport. The photos should be emailed to Support@SHAP.market. This should be done for every rental transaction. If SHAP receives photos from a guest indicating damages to a product at receipt of the rented product but does not have any photos from the host, any damages to the product will be assumed to have occurred while the rented product was in the custody of the host.

The host should take a second set of pictures upon the return of the product if the host believes any damage has occurred. The pictures should be emailed to Support@SHAP.market. Such photos are used by SHAP to help to determine when the damage to the product occurred. If damage has occurred to a product SHAP will attempt to resolve the situation between the parties. If the photos from the parties indicate that damage did not occur while the product was in the custody of the host and the guest that rented the product refuses to make restitution for the damages, SHAP will remit, if applicable, any security deposit collected for the rented product to the host; and, if such security deposit (if collected) does not cover the full cost of the damages, reimburse the host for the balance of the damages to the product (or the full amount of the damages if no security deposit was collected). If the product cannot be repaired, SHAP will pay (which shall be reduced by the amount of any security deposit that may have been collected) to replace the product. If photos, as described above, have not been sent in to SHAP, SHAP will not pay for any damages to a rented product.

No responsibility for products

You acknowledge that SHAP is not responsible and shall not be liable for the safety, performance or legal status of any product rented through the Services.

Product theft

The following conduct may result in the reporting of the product you have rented as stolen to law enforcement, possibly subjecting you to arrest, and civil and/or criminal penalties:

If you fail to return the product you rented at the time and place agreed upon with the host and/or designated in your reservation
If you do not return the product by the end of the reservation period and you have not properly obtained an extension of the reservation through the Services
If the product is returned to any place other than the return location on the rental reservation or agreed upon with the host. Any damage to, or loss or theft of, the product occurring prior to the host inspecting the product upon return at the end of the reservation is the guest’s responsibility
If you misrepresent facts to the host pertaining to booking, use, or operation of the product
If you fail or refuse to communicate in good faith with the host, police, SHAP, or other authorities with a full report of any accident or vandalism involving the product or otherwise fail to cooperate in the investigation of any accident or vandalism
If the product is operated by anyone who has given a fictitious name or false address, or who misrepresents or withholds facts to/from the host or SHAP material to the rental booking, use, or operation of the product

The guest is responsible for any private investigation costs SHAP deems necessary to recover a product(s) that is not returned. In addition, a $500 case administration fee will be imposed on the guest if SHAP and/or the host has to report a product as stolen to law enforcement due to it not being returned.

Repossession. SHAP, a hired agent of SHAP, or the host may repossess any product booked through the Services without demand, at the guest’s expense, if the product is not returned by the end of the rental reservation period or is used in violation of applicable law or these Terms.

Missing Products. If a product you have booked through the Services goes missing and/or is stolen during the rental reservation period, you must immediately return any parts of such product you do possess, file a police report immediately but in no event more than 12 hours after discovering it has gone missing, and cooperate fully with the host, law enforcement, SHAP, and other authorities in all matters related to the investigation.

Specific terms for hosts

The following sections also apply if you rent your product(s) through the Services:

Host commitments

As a host, you commit that you will provide a safe product, that is clean and in good condition. You will provide such rented product on time but only to a guest who is listed on the Services as the guest who booked the rental. You commit that your listings will be complete and accurate and you will honor all representations made in your listings, including honoring the price quoted to a guest and the amount of any security deposit that may have been collected (at present time security deposits are not collected but that may change in the near term). You will not cancel a rental booking for the purpose of seeking a higher price from a guest. You will not offer any product that you do not yourself own or have authority to rent or that may not be rented for compensation pursuant to the terms and conditions of any agreement with a third party, including, but not limited to, a lease or financing agreement. If your product is subject to a lease, loan, or other financing agreement, you must confirm renting your product on SHAP does not violate the terms of the contract with the lienholder. You will not offer any product that is the subject of a missing or stolen product report. You will not offer any product that is the subject of a safety recall without first properly addressing the matter subject to the recall. You will repay loans related to your SHAP business on time and in full.

Eligible products

SHAP permits a wide diversity of products be offered for rent through the Services. However, the following types of products are not permitted to be posted, offered or rented through the Services:

Any kind of motor or electric vehicle, including cars, trucks, SUV, motorcycles, RVs, commercial vehicles or the like
Real estate, including houses, apartments, condominiums, time share units or any other type of real estate.
Weapons of any sort, including guns, knives, explosives or any other form of weapon.

Information given at registration

When you sign up for SHAP, you will identify product(s) that you want to list for renting through the Services. Each product must meet the requirements discussed above and within these Terms. You may only use the Services in connection with product that you own or otherwise have all the necessary rights and permissions to rent for compensation.

Listing only on the Services

Any product you list on the Services must be exclusively listed on the Services. You cannot list any product you intend to rent on the Services on any other rent or product sharing marketplace. Failure to abide by this condition may result in fines, penalties, denial of physical damage claims, removal of the product from the Services, account closure, or other action, in SHAP’s sole discretion.

Product availability

Once a rental is booked, you must make the product available or deliver the product as expected by the guest. If you offer the guest the option to pick up your product at a specified location, you must supply the location of the product accurately to SHAP and ensure that the product is available at that location at the beginning of the reservation period. The guest and host may also discuss and agree to a mutually beneficial location for the pick-up and return.

Pricing, earnings, and payments

You will have the ability to set and revise the product’s pricing as you choose. SHAP will pay you the amount collected from guests that rent your product, less the applicable fees payable to SHAP. If there is any security deposit (which SHAP may provide for in the future), SHAP will collect and hold such security deposit pending return of the product and determination of whether there are any damages to the product. To the extent you owe SHAP or any third party lender money for any reason, SHAP also reserves the right to deduct those amounts from your earnings payment, debit your bank account, charge any of your payment methods on file, and/or send you an invoice.

Payment Processing. Payment processing services are provided by Stripe and subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (collectively, the “Stripe Terms”). You agree to be bound by the Stripe Terms, which may be modified from time to time. As a condition of SHAP enabling payment processing services through Stripe, you authorize SHAP to obtain all necessary access and perform all necessary activity on your Stripe Connected Account to facilitate the renting of your product(s). You further agree to provide accurate and complete information about you, and authorize SHAP to share it and transaction information with Stripe for the purposes of facilitating the payment processing services provided by Stripe. SHAP reserves the right to switch payment processing vendors at its discretion.

Maintenance

You are required to regularly check your product for any defects in its operations or safety. You promise that, at all times, your product will be in safe and operational, in good mechanical condition, and in full compliance, if any, with all applicable inspection and registration requirements. You will only list products with a clean title. You agree to respond to any applicable recall or similar safety notices and to complete any recommended action before allowing your product to be rented. In addition, if SHAP believes that your product does not conform to reasonable standards, SHAP may notify you and reserves the right to remove or decline listing your product until its concerns have been resolved. SHAP may, but does not commit to, undertake efforts to ensure the safety of products booked through the Services.

Reporting product damage

Each host that rents a product through the Services must take (i) photos of the rented product prior to its delivery or pick-up by the guest and (ii) a self identification photo, such as a picture of yourself with your driver’s license or passport. The photos should be emailed to Support@SHAP.market. This should be done for every rental transaction. If SHAP receives photos from a guest indicating damages to a product at receipt of the rented product but does not have any photos from the host, any damages to the product will be assumed to have occurred while the rented product was in the custody of the host.

The host should take a second set of pictures upon the return of the product if the host believes any damage has occurred. The pictures should be emailed to Support@SHAP.market. Such photos are used by SHAP to help to determine when the damage to the product occurred. If damage does occur SHAP will attempt to resolve the situation between the parties. If the photos from the parties indicate that damage did not occur while the product was in the custody of the host and the guest that rented the product refuses to make restitution for the damages, SHAP will remit any security deposit that may have been collected for the rented product to the host; and, if such security deposit does not cover the full cost of the damages, reimburse the host for the balance of the damages to the product (or the full amount of the damages if no security deposit was collected). If the product cannot be repaired, SHAP will pay (which shall be reduced by the amount of any security deposit that may have been collected) to replace the product. If photos, as described above, have not been sent in to SHAP, SHAP will not pay for any damages to a rented product.

If the product cannot be repaired, SHAP will pay (which shall be reduced by the amount of any security deposit that may have been collected) to replace the product. If photos, as described above, have not been sent in to SHAP, SHAP will not pay for any damages to a rented product.

Physical damage to your product

If SHAP pays you the cash value for your product (inclusive of any security deposit remitted to you, as applicable), you will be required to transfer title to the product to SHAP or a third party appointed by SHAP to accept title. The standard for determining the actual cash value will be as determined by SHAP in compliance with applicable law.

Lost or missing products

If your product goes missing or is lost, is not returned, and/or is stolen during the rental period, you, as the host, must immediately contact a SHAP representative and follow his or her instructions, including cooperating with SHAP, the police, and any other authorities in all related to the investigation of the theft. If you are instructed by SHAP to file a police report, you must do so within 24 hours of receiving those instructions.

Provided all instructions set forth herein are complied with, including transmission of all required photos, SHAP will pay the host the cash value of the product, less the amount of any security deposit that may have been collected and remitted to you, if the product is not returned to you and the guest refuses to reimburse you for such loss .

Additional terms for Commercial Hosts

If you (as the host) choose to provide your own commercial insurance to cover possible damages to or loss of the rented product, you must disclose on your rental listing any applicable additional fees, costs, and/or taxes you assess in addition to other requirements you may impose. You must never surprise guests with hidden costs or requirements at pick-up. SHAP reserves the right, in its sole discretion, to remove your listings, or suspend your SHAP Account for failure to be transparent with guests about fees, costs, and requirements in your product listing.

You acknowledge that the actual damages likely to result from your breach of this section are difficult to estimate accurately and would be difficult for SHAP to prove with certainty. You will pay SHAP up to USD$1,000 per breach in liquidated damages to compensate SHAP for any such conduct. This amount is not intended as a punishment for any such breach, but rather as a reasonable estimate where actual damages are difficult to estimate accurately and/or prove with certainty.

You shall defend, indemnify, and hold SHAP, its subsidiaries, affiliates, employees, officers, directors, and agents, harmless from and against any and all claims, demands, suits, judgments, costs, expenses, liabilities, attorneys fees, damages, consequential damages, punitive damages, property damage, personal injury, theft or otherwise, without limitation, related to or arising out of any reservation or use of any products, including without limitation, any product damage, personal injury or property damage.

Dispute resolution

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS A MANDATORY ARBITRATION PROVISION AND THEREFORE AFFECTS YOUR RIGHTS AND GOVERNS HOW CLAIMS YOU AND SHAP HAVE AGAINST EACH OTHER ARE RESOLVED.

Subject to applicable law, the Parties agree that any disputes or claims between us relating in any way to, or arising out of, this or previous versions of these Terms, your use of or access to the Services, or any breach, enforcement, or termination of the Agreement will be resolved in accordance with the provisions set forth in this section.

Arbitration dispute resolution. Should a dispute or claim arise between us, you and SHAP agree to notify the other Party of the nature of the dispute or claim prior to initiating arbitration, and the Parties will attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact us by email at noticeofdispute@SHAP.market. Please provide your name, phone number, email, mailing address, and briefly describe both the nature of your dispute and the relief you would like from SHAP. If the Parties are unable to resolve the claims described in the notice within 45 days after the notice is sent, then the Party intending to pursue arbitration agrees to notify the other Party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with either FairClaims or the American Arbitration Association (“AAA”) as set forth below, pursuant to the FairClaims Rules or AAA’s Consumer Arbitration Rules, as appropriate. A form for initiating arbitration proceedings is available on the FairClaims website or AAA’s website. (AAA provides a Demand for Arbitration form.) Any settlement offer made by you or SHAP shall not be disclosed to the arbitrator.

Applicable law. The below Agreement to Arbitrate evidences a transaction involving interstate commerce and is therefore governed by the Federal Arbitration Act and the applicable procedural rules of FairClaims or AAA, as applicable (see “Arbitration procedures” below). To the extent state law is applicable to the Agreement to Arbitrate, the Parties agree that the substantive law of the state of Delaware will apply, without regard to its conflict of law provisions.

Agreement to Arbitrate. The Parties each agree that any and all disputes, claims, or controversies that have arisen or may arise at any time between you and SHAP (including its respective subsidiaries, employees, officers, directors, agents, any third-party insurance brokers, and third-party claims administrators) will be resolved by binding arbitration according to the procedure set forth below. For the purpose of this Agreement to Arbitrate, “disputes,” “claims,” and “controversies” shall have the broadest possible meaning that will be enforced and includes, any and all disputes and/or claims that arise out of or in any way relate to your relationship with SHAP, including but not limited to: (1) your use of the Services, (2) the Agreement, these Terms and/or this Agreement to Arbitrate, including the interpretation, validity, enforceability, or scope of this Agreement to Arbitrate, or (3) your use of, or access to the Services, and anything rented, offered, or purchased through the Services (such as a rental booking, listing, or renting a product). Through this Agreement to Arbitrate, and subject to the below exceptions, the Parties intend to arbitrate all disputes or claims regardless of whether they are based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory and regardless of whether they arose or accrued before the Parties entered into this Agreement to Arbitrate. For avoidance of doubt, the Parties expressly agree that this Agreement to Arbitrate encompasses all disputes or claims pertaining to the validity, enforceability, or scope of this Agreement to Arbitrate and any such disputes or claims will be referred to binding arbitration and will be resolved by the arbitrator and not a court.

Exceptions to Agreement to Arbitrate The only exceptions to this Agreement to Arbitrate are as follows:

Disputes or claims that can be brought in small claims court
Injunctive or equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of a Party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. However, the Parties agree that any court proceedings shall be stayed pending the final resolution in arbitration of any arbitrable claims or issues
Any cause of action or claim for relief which cannot be arbitrated as a matter of applicable statute or public policy. However, the Parties agree that any such court proceedings shall be stayed pending the final resolution in arbitration of any arbitrable claims or issues
In the event California law is found to apply to this Agreement to Arbitrate, any remedy of public injunctive relief (i.e., injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the general public). However, the Parties agree that any such court proceedings shall be stayed pending the final resolution in arbitration of arbitrable claims, causes of action, or issues

Arbitration procedures. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. An arbitrator can award the same damages and relief on an individual basis that a court can award to an individual.

The arbitration will be conducted by FairClaims in accordance with its Arbitration Rules and Procedures effective at the time a claim is made. Where the relief sought is $25,000 or less (not including attorneys’ fees and expenses), those Arbitration Rules and Procedures may limit the proceeding to a written submission and, if requested or at the arbitrator’s discretion, there may be a live hearing by teleconference or videoconference. Where the relief sought is $25,001 or more (not including attorneys’ fees and expenses), those Arbitration Rules and Procedures may provide for limited discovery and streamlined proceedings. In the event FairClaims declines to or is unable to adjudicate the claim, the arbitration will be conducted by the AAA under its Commercial Arbitration Rules, as modified by this Agreement to Arbitrate.

In all cases in which a live hearing is requested or required, you and/or SHAP may attend by video or phone. To the extent a location must be established for the arbitration, it shall be held in the Delaware or at another mutually agreed location.

The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users but is bound by rulings in prior arbitrations involving the same SHAP user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Where permitted, the Parties agree that all communications, evidence, and rulings in the arbitration will remain confidential, except as reasonably necessary to enforce or implement such rulings or this Agreement to Arbitrate.

Costs of arbitration. You and SHAP will each pay your own arbitration fees consistent with the rules set by FairClaims (or AAA, as applicable) at the time the claim was made, unless otherwise stated in these Terms. Any fees applicable to both parties will be split evenly between the parties.

Severability. With the exception of the provisions in the below section “Prohibition of class and representative actions and non-individualized relief,” if an arbitrator or court decides that any part of the Agreement to Arbitrate is invalid or unenforceable, the other parts of the Agreement to Arbitrate shall still apply. If an arbitrator or court decides that any of the provisions in the section “Prohibition of class and representative actions and non-individualized relief” is invalid or unenforceable, then the entirety of the Agreement to Arbitrate shall be null and void. The remainder of the Agreement, these Terms, and dispute resolution section will continue to apply.

Right to opt-out of arbitration; procedure. IF YOU ARE A NEW SHAP USER, YOU CAN CHOOSE TO OPT-OUT OF THE AGREEMENT TO ARBITRATE BY EMAILING US AN OPT-OUT NOTICE TO ARBITRATIONOPTOUT@SHAP.MARKET (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE RECEIVED WITHIN 30 DAYS AFTER THE DATE YOU ACCEPT THESE TERMS FOR THE FIRST TIME OR THE COMMENCEMENT OF YOUR RENTAL ON SHAP AS A GUEST OR HOST, WHICHEVER DATE IS EARLIEST. In order to opt-out, you must email your full name, address (including street address, city, state, and zip/postal code), and email address(es) associated with your SHAP Account to arbitrationoptout@SHAP.market. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other provisions of the Agreement will continue to apply to you, including the below forum selection clause specifying Delaware.

Future amendments to the Agreement to Arbitrate. Notwithstanding any provision in these Terms to the contrary, the Parties agree that if SHAP makes any amendment to the Agreement to Arbitrate in the future, that amendment shall not apply to any claim that you filed against SHAP prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between the Parties. If you do not agree to the amended terms, you may close your account within 30 days of our posting or notification and you will not be bound by the amended terms; provided that the Parties will arbitrate any dispute in accordance with the provisions of the Agreement to Arbitrate as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms). Once you have submitted a valid Opt-Out Notice to SHAP, you do NOT need to submit another one when these Terms are subsequently updated. Your first Opt-Out Notice will serve as a valid as to future versions of these Terms.

Judicial forum for legal disputes not subject to arbitration. Unless the Parties agree otherwise, in the event that the Agreement to Arbitrate is found not to apply to you or to a particular claim or dispute, whether (1) as a result of your decision to opt out of the Agreement to Arbitrate, (2) as a result of a decision by the arbitrator or a court order, or (3) if one of the above exceptions to the Agreement to Arbitrate applies, you agree that any claim or dispute that has arisen or may arise between the Parties will be resolved exclusively by a state, federal, or small claims court located in Dover, Delaware. The Parties agree to submit to the personal jurisdiction of a state court located in Dover, Delaware or a United States District Court located in Dover, Delaware. The Parties agree that the substantive law of the state of Delaware will apply to any such claim or dispute without regard to conflict of law provisions.

Prohibition of class and representative actions and non-individualized relief. THE PARTIES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, WHETHER IN COURT OR ARBITRATION. UNLESS THE PARTIES AGREE OTHERWISE, THE COURT OR ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE COURT OR ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS, SUBJECT TO THE ABOVE EXCEPTION ALLOWING PUBLIC INJUNCTIVE RELIEF TO BE SOUGHT IN COURT BUT ONLY IF THAT EXCEPTION IS FOUND TO APPLY.

General provisions

Termination

You may discontinue your use of the Services at any time and SHAP may terminate your access to the Services and remove any listings for any reason or no reason to the extent permissible under applicable law. Termination of access to the Services will not release a Party from any obligations it incurred prior to the termination and SHAP may retain and continue to use any information, including but not limited to photography, previously provided by you. Termination of the Agreement will not have any effect on the disclaimers, waiver or liability limitations, or legal disputes provisions under the Agreement and/or any fees due, and all of those terms will survive any termination of the Agreement.

No product transfer or assignment

Except as otherwise provided herein, guests and hosts agree that nothing in these Terms constitutes an actual or purported transfer or assignment of any right or interest in any product rented through the Services.

Disclaimers

SHAP PROVIDES SERVICES THAT ENABLE THE RENTING OF PRODUCTS BETWEEN HOSTS AND GUESTS. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, SHAP DOES NOT ITSELF PROVIDE PRODUCTS, RENTAL SERVICES, AND/OR INSURANCE SERVICES AND IS NOT RESPONSIBLE FOR ANY OF THE ACTS OR OMISSIONS OF ANY OF THE USERS OF ITS SERVICES, THE MANUFACTURER OF THE PRODUCT OR ANY THIRD PARTY PROVIDER OF SERVICES. THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT LIMITING THE FOREGOING, SHAP 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. SHAP makes no warranty that the Services, including, but not limited to, the listing and/or any product, will meet your requirements or be available on an uninterrupted, secure, or error-free basis. SHAP makes no warranty regarding the quality of any listings, products, hosts, guests, the Services, or any content or the accuracy, timeliness, truthfulness, completeness, or reliability of any content obtained through the Services. No advice or information, whether oral or written, obtained from SHAP or its service providers or through the Services or content, will create any warranty not expressly made herein.

Limitation of liability and waiver

YOU WAIVE AND DISCHARGE ANY AND ALL RIGHTS YOU HAVE TO SUE OR MAKE CLAIMS AGAINST SHAP AND ANY OF ITS SUBSIDIARIES, DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES (TOGETHER, THE “SHAP PARTIES”) AND ANY SHAP USER FOR ANY DAMAGES OR LOSSES, WHETHER DUE TO NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE FOLLOWING: (1) PRODUCT AVAILABILITY (E.G., A PRODUCT NOT BEING AVAILABLE OR RETURNED WHEN IT WAS SUPPOSED TO BE), (2) PROBLEMS WITH A PRODUCT (E.G., ANY MALFUNCTION OF OR DEFICIENCY WITH A PRODUCT), (3) PRODUCT WARRANTY ISSUES (E.G., ANY BREACH OF WARRANTY OR OTHER OBLIGATION BY ANY MANUFACTURER OR OTHER THIRD PARTY ASSOCIATED WITH THE PRODUCT), (4) THE LEGAL STATUS OF A PRODUCT, HOST, OR GUEST, (5) THIRD PARTY ASSESSMENTS OF A PRODUCT’S VALUE, (6) FAILURE OF A GUEST TO RETURN A PRODUCT FOR ANY REASON, OR (7) ANY ACTION OR INACTION OF A HOST OR GUEST.

YOU AGREE THAT NEITHER SHAP NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, DATA, OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR CONNECTION WITH THE FOLLOWING: (1) THE AGREEMENT, (2) THE SERVICES (INCLUDING LISTING OR RENTING OF ANY PRODUCT VIA THE SERVICES), OR (3) INABILITY TO USE THE SERVICES.

Except for our obligations to pay amounts to applicable hosts or guests pursuant to these Terms, including an approved claim request , in no event will the SHAP Parties’ aggregate liability arising out of or in connection with the Agreement or your use of the Services, exceed the greater of (1) the amounts you have paid or owe for renting the applicable product via the Services as a guest in the twelve month period prior to the event giving rise to the liability, or if you are a host, the amount earned by you in the 12 month period prior to the event giving rise to the liability, or (2) US $100.

YOU ALSO WAIVE AND DISCHARGE ANY AND ALL RIGHTS YOU HAVE TO SUE OR MAKE CLAIMS AGAINST ANY SHAP USER FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES.

YOU WAIVE CALIFORNIA CIVIL CODE §1542, OR ANY SIMILAR LAW, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

THE ABOVE LIMITATIONS OF LIABILITY AND WAIVER PROVISIONS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SHAP AND YOU. THEY SHALL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND ANY ASPECTS OF THEM THAT ARE DEEMED VOID OR UNENFORCEABLE SHALL BE SEVERED WHILE LEAVING THE REMAINDER IN EFFECT.

Indemnification

You agree to release, defend, indemnify, and hold SHAP and its subsidiaries, 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: (1) your access to or use of the Services, (2) your violation of these Terms, (3) your user content, (4) your interaction with any other user of the Services, or (5) your renting of a product (either as guest or host) or creation of a listing for a product. Such indemnification includes but is not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential, or otherwise) arising in connection with or as a result of a renting or use of a product. This indemnification provision is a fundamental element of the basis of the bargain between SHAP and you. It shall apply to the extent permitted by applicable law, and any aspects of it that are deemed unenforceable shall be severed while leaving the remainder in effect.

Liquidated damages

You acknowledge that the actual damages likely to result from your breaches of the Agreement by any of the following are difficult to estimate accurately and would be difficult for SHAP to prove with certainty: (1) engaging in gray market transactions, as defined in these Terms, (2) using the SHAP domains, trademarks, or taglines without SHAP’s express consent, including without limitation registering website domains or social media handles, or bidding on online advertising key words, (3) suing or asserting legal claims against the SHAP Parties or a SHAP user in any manner prohibited or waived herein, (4) as a host, offering for rent any product via the Services that is the subject of a missing or stolen report, (5) as a host, offering any product that is in an unsafe condition, (6) as a host, cancel or modify a rental booking to manipulate the price or potential earnings for a rental, or (7) creating or using a SHAP account that has the effect of circumventing SHAP’s suspension, termination, or closure of another SHAP account. You will pay SHAP $2,500 per breach in Liquidated Damages to compensate SHAP for any such conduct. This amount is not intended as a punishment for any such breach, but rather as a reasonable estimate where actual damages are difficult estimate accurately and/or prove with certainty. This liquidated damages provision is a fundamental element of the basis of the bargain between SHAP and you. It shall apply to the extent permitted by applicable law, and any aspects of it that are deemed unenforceable shall be severed while leaving the remainder in effect.

Not a rental company

SHAP is not a rental company. It does not own the products, and is not in the business of renting products to the public. SHAP provides an online platform where product owners and those in need of a specific product can enter into a rental transaction for such product subject to these Terms.

Rounding off

SHAP may, in its sole discretion, round up or down amounts that are payable from or to hosts or guests to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro, pound, or other supported currency) unless explicitly prohibited under applicable law.

SHAP can be contacted in the United States at:

SHAP, Inc.

1151 Walker Rd, PMB 315

Dover, DE 19904

You may also email us at Support@SHAP.market.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Consumer Information Center of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 1-800-952-5210.

Governing law

The parties agree that the substantive laws of the state of Delaware apply to these Terms and the Agreement without regard to conflict of law provisions.

Severability and non-waiver

In the event any provision of these Terms is held to be void, voidable, or unenforceable, the remaining provisions shall remain in full force and effect. The failure of any Party to enforce any provision of these Terms shall not be construed to be a waiver of such provision, or any other provision, nor in any way to affect the validity of these Terms or any part of these Terms, or any right of any Party to enforce that provision or each and every other provision at any time. No waiver of any breach of these Terms shall constitute or be deemed a waiver of any other breach.

General

SHAP does not appoint you or any other user as its employee, mandatory, legal agent, or form any kind of legal partnership or joint venture. You are not authorized to make any commitments on behalf of SHAP and SHAP will not make commitments on your behalf, except as contemplated by the Services or expressly stated in these Terms.

The Agreement, including these Terms, states the entire understanding between you and SHAP concerning your access to and use of the Services and supersedes any earlier verbal or written communications between us. With the exception of appointing a custodian to manage your products on your behalf, you may not delegate your legal obligations or transfer any of your rights, in whole or in part, to any third party without advance written consent of SHAP. You will remain responsible for your obligations hereunder in any event. A SHAP Director or Officer must agree to any modification or waiver of any term of the Agreement in writing. Headings are for reference purposes only and do not limit the scope or extent of such section.