Effective Date: June 3, 2016
We are Adventure Aide, LLC, a California limited liability company ("Company" or "we"), and we look forward to the opportunity to act as your booking agent for various exciting outdoor adventures (collectively, the "Adventures"). This User Booking Agreement (the "Agreement") describes what you are legally entitled to expect from us when you book your Adventures via the Company's Web site located at www.adventureaide.com and/or software application (collectively, the "Site") in addition to your obligations as a customer. The term "you" as used in this Agreement refers to a customer using the Site, booking an Adventure through the Site, or otherwise using the Company's services. In order to use the Site you must be at least 18 years of age.
IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "I ACCEPT" BUTTON INDICATED BELOW AND PROVIDE YOUR PERSONAL INFORMATION TO ACTIVATE YOUR ACCOUNT ON THE SITE.
IF YOU DO NOT AGREE TO THE BOUND BY ALL THE TERMS OF THIS AGREEMENT, THE COMPANY IS UNWILLING TO GRANT YOU ANY RIGHTS TO USE THE SITE, AND YOU MUST STOP YOUR USE OF THE SITE AND INDICATE YOUR REJECTION OF THIS AGREEMENT BY CLICKING THE "I DON’T ACCEPT" BUTTON. NOTWITHSTANDING THE FOREGOING, SETTING UP AN ACCOUNT WITH US AND/OR USING THE SITE INDICATES YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT.
Our Agreement with You.
- Products and Suppliers.
We have a variety of Adventures posted on the Site by different suppliers and source providers (collectively, the "Aides"). Each Aide is an independent contractor of the Company. Each Aide has his/her own requirements that are applicable to each separate Adventure for which you may register, and you should make sure you understand them. The Company is acting as intermediary or a "booking agent" for the Adventures, which are not directly supplied by us. We are not a co-vendor for the Adventures.
2. How to Book an Adventure.
When you book an Adventure through the Site, it will be considered "pending" until the Aide accepts your booking request. When the Aide accepts the booking request, you will receive confirmation of the Adventure via e-mail and the Adventure will appear as "upcoming" in your account on the Site. The Aide will see your personal information available via the Site and should correspond with you via the Site's messaging service to provide specifics about the selected Adventure, including, but not limited to, the meetup location where the Adventure will start. You may ask the Aide questions about the Adventure via the Site's messaging service.
3. Deposits and Payment.
The Aide sets the price for each Adventure. The Company retains a service fee from each completed Adventure. The Company uses Braintree, a division of PayPal, Inc. ("Braintree"), for payment processing services on the Site. By using the Braintree payment processing services, you acknowledge and agree to the terms and conditions contained in Braintree's Payment Services Agreement, as may be amended from time to time, available at https:// www.braintreepayments.com/legal/gateway-agreement and incorporated by this reference, and the applicable Braintree Bank Agreement, as may be amended from time to time, available at https://www.braintreepayments.com/legal/cea-wells and incorporated by this reference. The Company and Braintree are each PCI compliant.
After you request to book an Adventure on the Site and your booking request is accepted by the Aide, your funds will be transferred from your bank account or credit card into Braintree's Escrow Service. After the requested booking is accepted by the Aide, you may cancel your booking for the Adventure any time prior to two (2) hours before the Adventure's designated start time (the "Start Time") and your funds will be fully refunded from Braintree's Escrow Service into your bank account or credit card. If you cancel your booking for the Adventure within two (2) hours of the Start Time, you may (or may not) receive a refund, in the Aide's discretion. The period during which you may request a refund (the "Refund Period") commences two (2) hours before the Start Time and ends four (4) hours after the amount of time allotted for the Adventure's duration. During the Refund Period, you may request a refund from the Aide in writing via the Site's messaging service and explain the reason for the cancellation. Aide decides whether or not to refund your funds via Braintree's Escrow Service. Aide should respond promptly to your request via the Site's messaging service. The Refund Period is the only time during which you may request a refund from an Aide. Following the expiration of the Refund Period, you may submit a claim for a refund (a "Claim") in writing to the Company.
All payments shall be made through the Site. Aides shall not accept payment for an Adventure outside the Site. For security reasons, you should not provide your personal information or payment information to an Aide or any third party outside the Site.
Our general practice is to send documents to our customers electronically whenever possible. We reserve the right to charge an administrative fee via the Site should you make a request for such documents to be transmitted in hard copy form.
5. Cancellations and Changes.
Your Aide may cancel a scheduled Adventure prior to the Adventure's Start Time based on weather, conditions, unforeseen issues, or emergency, but the Aide must provide you with a reason for the cancellation. In such event you will receive a full refund. If the Aide cancels the Adventure due to the Aide's illness after accepting your booking request, you will receive a full refund.
If an Aide cancels an Adventure for any other reason, please let us know by filing a Claim with the Company through the Site, and we will review the situation. If a Claim is made and the Company, in its sole discretion, determines based on the facts and circumstances that you deserve compensation, the Company, at its option, may issue you a credit towards another Adventure or issue a refund to you.
Your Agreement With Us.
6. Your Acceptance of these Terms and Conditions.
By booking your Adventure with us or using the Site, you are agreeing to be bound by the terms of this Agreement, including Sections 1-5 of this Agreement above and any additional terms and conditions of any Aide that are applicable to your booking, Adventure arrangements or use of any content from the Site. You agree on behalf of yourself and those you represent to comply with all such terms and conditions, including the payment of all amounts when due. You agree that any violation of any such terms and conditions may result in (a) the cancellation of your booking reservation, (b) your forfeiture of any monies paid for your booking reservation, (c) you being denied access to the applicable Adventure, and (d) our right to debit your account for any reasonable costs we incur as a result of such violation.
You represent and warrant that: (a) you are of sufficient age to use our services and the Site and can create binding legal obligations in connection with your use; (b) you are legally authorized to act on behalf of those you represent and accept these terms and conditions on their behalf; and (c) the information supplied by you or members of your group is true and correct. You are responsible for informing such other persons of all terms and conditions applicable to their Adventure. You understand that you are financially responsible for any use of the Site and those using your name or account. You further agree that in connection with your activities, you will not permit the use of our services or Site by anyone that resides or is staying in a country for which such use is prohibited under U.S. regulations.
7. If You Cancel Your Booking.
You may cancel a booking request for an Adventure prior to its acceptance by the Aide. For a booking request that has been accepted by an Aide, you may cancel the Adventure up to two (2) hours prior to the Start Time and receive a full refund. If you cancel the Adventure within two (2) hours of the Start Time, it shall be in the Aide's discretion to determine whether you will receive a refund. The period during which you may request a refund (the "Refund Period") commences twelve (12) hours before the Start Time and ends four (4) hours after the amount of time allocated for the Adventure's duration. During the Refund Period, you may request a refund from the Aide in writing via the Site's messaging service and explain the reason for cancellation. The Aide decides whether or not to issue a refund to you. The Company is not responsible for an Aide's decision to not issue a refund.
8. If You Have A Complaint.
If you encounter a problem with your Aide or your Adventure, an Aide is late or fails to show up for an Adventure, your experience on the Adventure does not meet your expectations, or you think you were entitled to a refund that was not authorized by the Aide, you can report a problem by filing a Claim through the Site. If you fail to timely contact us, we will not be permitted the opportunity to investigate your Claim or attempt to rectify the problem, and this may affect your rights under the Agreement.
9. Things to Bring.
You should bring drinking water with you on your Adventure, wear appropriate footwear and clothing and bring sunscreen and/or insect repellent. If you have questions about an Adventure, please ask the Aide via the Site's messaging service.
10. Rating the Adventure and Aide.
You will have an opportunity to rate your experience on the Adventure(s). Rating your Aide is part of rating the experience. You will be able to provide a "thumbs up" or "thumbs down" rating at the conclusion of an Adventure. If you select "thumbs down," you will be required to provide a comment; if you select "thumbs up," you will have the option to provide a comment. An Aide's rating on the Site is based on the rating of the Aide's Adventure(s) and the accumulation of all customer experiences. An Aide's rating is based on a percentile system showing the aggregated percentage of "thumbs ups" ratings.
11. Use of Our Services and Site.
You agree you will only use our Site or services to make legitimate reservations and shall not make speculative, false or fraudulent bookings or bookings in anticipation of demand. You will only use our Site and services in compliance with applicable law.
Without our prior written permission, you may not (a) access, monitor or copy any content or information on our Site using any "robot", "spider" or other automated or manual device or program, (b) deep link to any portion of our Site, or (c) "frame" or incorporate any portion of our Site into any other Web site.
Our Site may contain links to third party websites that we provide only as a convenience to you. You should take precautions to ensure that whatever links you access are free of viruses, worms, Trojan horses or other destructive mechanisms. The existence of these links does not imply that we endorse such Web sites or any included content. We are not responsible for such Web sites or content or any data privacy practices of such Web sites.
12. Waiver of Liability, Limitation of Liability, Assumption of Risk & Indemnification.
12.1.Waiver of Liability & Limitation of Liability. FOR AND IN CONSIDERATION OF PARTICIPATING IN ADVENTURES POSTED ON THE COMPANY'S WEB SITE, YOU, FOR YOURSELF, YOUR HEIRS, PERSONAL REPRESENTATIVES, AND/OR ASSIGNS, DO HEREBY RELEASE, DISCHARGE, WAIVE AND COVENANT NOT TO SUE THE COMPANY, ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, AFFILIATES AND RELATED ENTITIES FROM LIABILITY FROM ANY AND ALL CLAIMS INCLUDING THE NEGLIGENCE OF THE COMPANY, ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, AFFILIATES AND RELATED ENTITIES, RESULTING IN PERSONAL INJURY, ACCIDENTS OR ILLNESSES (INCLUDING DEATH), AND/OR PROPERTY LOSS ARISING FROM, BUT NOT LIMITED TO, THE SELECTION OF AND/OR PARTICIPATION IN THE ADVENTURE. YOU ACKNOWLEDGE AND AGREE THAT (A) YOU ARE ASSESSING YOUR ABILITY TO PARTICIPATE IN THE ADVENTURE; AND (B) THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY ASPECT OF THE ADVENTURE, INCLUDING, BUT NOT LIMITED TO, AIDE'S SELECTED LOCATION, TIMING, WEATHER CONDITIONS, GEAR UTILIZED, THE HEALTH, SAFETY OR WELL-BEING OF PARTICIPANTS ON THE ADVENTURE, OR ASSESSING YOUR ABILITY TO PARTICIPATE IN THE ADVENTURE.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PROVIDED BY THE COMPANY OR THE AIDES OR PUBLISHED ON THE SITE MAY INCLUDE INACCURACIES OR ERRORS, INCLUDING PRICING ERRORS MADE BY THE AIDES. WE DO NOT GUARANTEE THE ACCURACY OF, AND DISCLAIM ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO SUCH INFORMATION THAT APPEARS ON OUR SITE. WE EXPRESSLY RESERVE THE RIGHT TO ALLOW AIDES TO CORRECT ANY PRICING ERRORS ON OUR SITE AND/ OR ON PENDING BOOKINGS MADE UNDER AN INCORRECT PRICE. IN SUCH EVENT, IF AVAILABLE, WE WILL OFFER YOU THE OPPORTUNITY TO KEEP YOUR PENDING RESERVATION AT THE CORRECT PRICE OR WE WILL CANCEL YOUR RESERVATION WITHOUT PENALTY.
ANY RATINGS FOR AIDES ARE INTENDED ONLY AS GENERAL GUIDELINES, AND WE DO NOT GUARANTEE THE ACCURACY OF THE RATINGS. WE MAKE NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC ADVENTURES. WE MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PROVIDED BY US OR CONTAINED ON OUR SITE FOR ANY PURPOSE. THE INCLUSION OR OFFERING OF ANY ADVENTURES BY US DOES NOT CONSTITUTE OUR ENDORSEMENT OR RECOMMENDATION OF SUCH ADVENTURE OR AIDE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES THAT THE SITE, ITS SERVERS OR ANY EMAIL SENT FROM THE COMPANY OR THE AIDES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE,AND NONINFRINGEMENT. WARRANTY DISCLAIMERS MAY VARY FROM STATE TO STATE.
THE AIDES PROVIDING ADVENTURES ON THIS SITE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF THE COMPANY. THE COMPANY SHALL NOT BE LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH AIDES OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. THE COMPANY HAS NO LIABILITY AND SHALL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND ITS CONTROL, AND THE COMPANY SHALL HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE- ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO, DISPLAY OF OR USE OF THE SITE OR ITS SERVICES OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY OR USE THE SITE WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF, DESPITE THE LIMITATIONS PROVIDED ABOVE, THE COMPANY IS FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IN ANY WAY CONNECTED WITH ANY OF THE OCCURRENCES DESCRIBED ABOVE, THEN THE COMPANY'S LIABILITY SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE GREATER OF (A) THE FEES YOU PAID VIA THE SITE IN CONNECTION WITH THE ADVENTURE AT ISSUE, OR (B) ONE HUNDRED DOLLARS ($100.00 USD). THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12.2.Assumption of Risks. You understand and acknowledge that participating in the Adventure carries with it the possibility that you may be exposed to a variety of hazards and risks, foreseen and unforeseen, which are inherent to the Adventure and cannot be eliminated without altering the intent of the Adventure. These inherent risks, include, but are not limited to possible bodily injury, annoyance, harassment, or stalking by the Aide or participants, identity theft, property damage, and death. You know these injuries and/or damages can occur by natural causes or activities of other persons, including other Adventure participants, Aides or unrelated third parties. You have read the previous paragraph, and know, understand and appreciate these and other risks that are inherent in the Adventure. You hereby assert that your participation in the Adventure is voluntary and that you are not required to do so. IN PARTICIPATING IN THE ADVENTURE, YOU VOLUNTARILY AND FREELY ASSUME ALL RISK OF ACCIDENT, ILLNESS OR DAMAGE TO OR LOSS OF PROPERTY AS IDENTIFIED HEREIN FOR YOURSELF AND THIRD PARTIES PARTICIPATING IN THE ADVENTURE(S). The Company shall not be responsible to any person for any of your and/or Aide's acts, omissions, negligence, or damage to facilities.
12.3.Indemnification and Hold Harmless. To the maximum extent permissible by law, you hereby waive, discharge claims, and releases from liability the Company, its officers, managers, members, employees, agents, affiliates and related entities from any and all liability on account of, or in any way resulting from any injury or damage resulting from the negligence, or other acts, howsoever caused by any employee, agent or contractor of the Company. You further agree to indemnify and hold harmless the Company, its officers, managers, members, employees, agents, affiliates and related entities from and against any and all claims, demands, losses, obligations, actions, suits, procedures, costs, expenses, damages, recoveries and deficiencies, injuries, liabilities or losses, including without limitation, interest, penalties and reasonable attorneys' fees and costs, that Company may incur or suffer and that arise, result from or are related to (i) your or the Aide's negligence, (ii) your participation in an Adventure and/or any travel to or from the Adventure, (iii) your willful acts, or any breach or failure to perform any of its representations, warranties and covenants contained in this Agreement, (iv) your use of the Site, (v) your violation of any law or rights of any third party, and (vi) allegation(s) by a third party that the Aide's posting on the Site infringes or otherwise violates any copyright, trademark or other proprietary right of a third party. You shall reimburse the Company for any such expenses incurred. These obligations shall survive the termination or expiration of your participation in the Adventure(s).
12.4.Severability. You further expressly agree that the foregoing waiver, limitation of liability, assumption of risks and indemnification agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion thereof is held invalid or legally unenforceable for any reason, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect.
14. Miscellaneous Provisions. The following miscellaneous provisions shall apply to this Agreement:
14.2.Amendments. The Company reserves the right at any time to modify this Agreement without prior notice to you. Please refer to our Site from time to time to review the most current version of the Agreement. Your continued access or use of our Site or services signifies your acceptance of the modifications to the Agreement.
14.3. Binding Effect. This Agreement shall be binding upon you, your heirs, executors, assigns and administrators, and is for the benefit of the Company and its successors and assigns. We may terminate this Agreement at any time for any reason, and such termination shall not affect any right to relief to which we are entitled at law or in equity.
14.4. Governing Law; Venue. It is specifically stipulated and agreed that this Agreement shall be interpreted and construed according to the laws of the State of California without regard to its conflicts of laws principles. Venue for any dispute arising under this Agreement shall be in the courts in and for San Luis Obispo County, California.
14.5. Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.
14.6. Construction. This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. By way of example and not limitation, this Agreement shall not be construed against the party responsible for any language in this Agreement.
14.7. Assignment. This Agreement may not be assigned by you without the Company's prior written consent, which may be withheld or conditioned in Company's discretion. The Company may freely assign this Agreement.
14.8. Independent Contractor. We are acting as an independent contractor. No joint venture, partnership or employment relationship exists between you and us or the Aides as a result of this Agreement or your use of our Site.
14.9. Injunctive Relief. You acknowledge that your failure to carry out any obligation under this Agreement, or a breach by you of any provision herein, will constitute immediate and irreparable damage to the Company, which cannot be fully and adequately compensated in money damages and which will warrant preliminary and other injunctive relief, an order for specific performance, and other equitable relief. You further agree that no bond or other security shall be required in obtaining such equitable relief and you hereby consent to the issuance of such injunction and to the ordering of specific performance. You also understand that other action may be taken and remedies enforced against you by the Company.
14.10. Arbitration. Except for any claim seeking the exercise of the injunctive or equitable powers of a court of competent jurisdiction, any action to enforce or interpret this Agreement, or to resolve disputes with respect to this Agreement, shall be settled by arbitration in accordance with California Code of Civil Procedure Sections 1280 through 1294.2 and any successor provisions thereto. The provisions of California Code of Civil Procedure Section 1283.05 regarding the right to take depositions and obtain discovery shall apply to the arbitration. Arbitration shall be the exclusive dispute resolution process. Any party may commence arbitration by sending a written demand for arbitration to the other parties. Such demand shall set forth the nature of the matter to be resolved by arbitration. The place of arbitration shall be in San Luis Obispo County, California. The substantive law of the State of California shall be applied by the arbitrator to the resolution of the dispute. The parties shall share equally all initial costs of arbitration. The prevailing party shall be entitled to reimbursement of attorneys' fees, costs, and expenses incurred in connection with the arbitration. All decisions of the arbitrator shall be final, binding, and conclusive on all parties. Judgment may be entered upon any such decision in accordance with applicable law in any court having jurisdiction thereof. The arbitrator (if permitted under applicable law) or such court may issue a writ of execution to enforce the arbitrator's decision.
14.11. Attorneys' Fees. If any legal proceeding, arbitration or other action is brought or threatened for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, and the prevailing party in any such action(s) should incur any legal fees, including, but not limited to, attorneys' fees, paralegal fees, expert witness fees and other similar costs, the successful or prevailing party or parties to any such dispute or action shall be entitled to recover their reasonable attorneys' fees and additional legal costs incurred, together with any other relief to which they may otherwise be entitled, as determined by an arbitrator, judge at trial, or upon appeal or petition.
Attorneys' fees and legal costs incurred by the successful or prevailing party in enforcing any judgment or arbitration award shall also be recoverable as a separate item. This provision for post-judgment attorneys' fees and legal costs is intended to be severable from the remaining provisions of this Agreement, shall survive any judgment or arbitration award, and shall not be merged into any judgment or arbitration award.
14.12. Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either the Company or you (or by that party's successor(s) or authorized assigns), whether pursuant hereto, to any other agreement, or to law, shall not preclude or waive that party's right to exercise any or all other rights and remedies. This Agreement will inure to the benefit of the Company and its successors and assigns.
14.13. Non-Waiver. The failure of either the Company or you, whether purposeful or otherwise, to exercise in any instance any right, power or privilege under this Agreement or under law shall not constitute a waiver of any other right, power or privilege, nor of the same right, power or privilege in any other instance. Any waiver by the Company or by you must be in writing and signed by you and a manager of the Company.
14.14. Notices. Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if it is in writing, and if and when it is hand delivered or sent by regular mail, with postage prepaid, to the address you have provided via the Site (as noted in the Company's records), or to the Company's principal office, as the case may be.
14.15. Counterparts. This Agreement and any amendment hereto may be executed in one or more counterparts and delivered by facsimile, email or other means of electronic transmission, each of which shall constitute one and the same instrument. A copy of this Agreement that is executed by a party and transmitted by that party to any other party by facsimile, email and other electronic means shall be binding on each signatory thereto to the same extent as a copy of this Agreement containing the signatory's original signature.
14.16. Headings. All headings in this Agreement are inserted only for convenience and ease of reference, and are not to be considered in the construction or interpretation of any provision of this Agreement.
14.17. Authority. Each individual executing this Agreement on behalf of a party hereto, by his or her signature, represents that he or she maintains full authority on behalf of the applicable party to execute this Agreement, and thereby bind the applicable party to all covenants, duties and obligations contained herein.
14.18. Exhibits. All exhibits and schedules to this Agreement as referenced in any portion hereof are hereby incorporated by this reference, as though fully set forth in the body of this Agreement.
14.19. Time. Time is agreed to be of the essence with respect to this Agreement.
14.20. Additional Instruments; Agreement to Perform Necessary Acts. The parties shall execute such other instruments and documents as are or may become necessary or convenient to carry out the intent and purposes of this Agreement. Aide agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.
14.21. Force Majeure. Neither party shall be liable to the other for failure to perform any of the services, duties or obligations (other than for delay in the payment of money due and payable hereunder) required of such party herein in the event of acts of God, war, acts of war, terrorism, revolution, civil commotion, riots, acts of public enemies, blockage or embargo, delays of carriers, car shortage, fire, explosion, breakdown of equipment, strike, lockout, labor dispute, casualty or accident, earthquake, epidemic, flood, cyclone, tornado, hurricane or other windstorm, delays of vendors or other contingencies interfering with production or with customary or usual means of transportation, or by reason of any law, order, proclamation, regulation, ordinance, demand, requisition or requirement or any other act of any governmental authority, local, state or federal, including court orders, judgments or decrees, or any other cause whatsoever, whether similar or dissimilar to those above affected over which such party has no control. The party affected by an event of the sort enumerated in or contemplated by this Section may suspend performance of this Assignment for a period of time equal to the duration of the event excusing such performance.
BY SIGNING BELOW, I ACKNOWLEDGE THAT (1) I AM 18 YEARS OF AGE OR OLDER; (2) I AM SIGNING THE AGREEMENT FREELY AND VOLUNTARILY; AND (3) I HAVE READ, I UNDERSTAND, AND I AGREE TO THE WAIVER, RELEASE, LIMITATION OF LIABILITY, ASSUMPTION OF RISK AND INDEMNITY PROVISIONS CONTAINED IN THIS AGREEMENT.
Effective Date: June 3, 2016