GuestSmiles.com Privacy Policy

GuestSmiles.com
2210 Sycamore Drive Knoxville, TN 37921
admin@GuestSmiles.com

TERMS OF SERVICE

Last Updated:5/1/2019 

Please read these Terms of Service (these "Terms") carefully, as they constitute a binding agreement between you and GuestSmiles.com, LLC ( "GuestSmiles") governing your use of www.GuestSmiles.com, including all subdomains thereof (collectively, the "Website"), any mobile, tablet or other smart device applications related to the Website (the "Mobile Apps"), and any products or services offered on the Website or through the Mobile Apps (the "Services"). The Website, the Mobile Apps, and the Services are sometimes collectively referred to herein as "GuestSmiles Marketplace". GuestSmiles is sometimes referred to herein as "we," "us," or "our". "You" or "your" refers to any person or entity accessing or using GuestSmiles.

PLEASE NOTE: THESE TERMS CONTAIN A MANDATORY ARBITRATION CLAUSE, DISCLAIMERS OF WARRANTIES, AND LIMITATIONS ON LIABILITY.

By accessing or using the GuestSmiles Marketplace, you accept and agree to comply with and be bound by these Terms, including the arbitration clause, disclaimers of warranties, and limitations on liability, by our Privacy Policy, by any other policies, rules, or guidelines we may implement from time to time, and by all applicable laws and regulations, in each case as such may be amended or otherwise modified from time to time.

We reserve the right, in our sole discretion to modify these Terms at any time. If we make changes to these Terms, we will post the revised Terms on the Website and update the "Last Updated" date at the top of these Terms, and modifications will be effective immediately. You will not be provided with separate notification of any modification to the Terms, so it is important that you review these Terms periodically.

 

I.  SCOPE OF SERVICES

A.    The GuestSmiles Marketplace is an online marketplace that enables property owners or managers ("Providers") to offer vacation and short-term rental properties (each a "Property" or, if more than one, the "Properties") to actual or prospective renters ("Guests") and to communicate and transact directly with Guests seeking to book a Property. The GuestSmiles Marketplace does so by permitting registered Providers to list (a "Listing") their Properties on the Website for review and booking directly by Guests and offering tools that facilitate communication and transactions between Providers and Guests.

B.     GuestSmiles does not own, create, sell, manage, or otherwise supply any Listings. Providers alone are responsible for their Listings. When Guests make or accept a booking, they are entering into a contract directly with the Provider. We do not become a party to or other participant in any contractual relationship between Providers and Guests. We do not act as an agent of any Provider or Guest in any capacity, or as a real estate broker with respect to any Property. The relationship between Providers and GuestSmiles is that of an independent contractor, and no agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is created by these Terms or your use of the GuestSmiles Marketplace as a Provider. You act on your own behalf and for your own benefit, and not on behalf or for the benefit of GuestSmiles.

C.     We have no control over and do not guarantee (i) the existence, quality, safety, suitability, or legality of any Listing; (ii) the truth or accuracy of any Listing description or other User Content; or (iii) the performance or conduct of any Provider or Guest. While we try to ensure that the content on the GuestSmiles Marketplace is complete, up-to-date, readily available, and clearly explained, GuestSmiles does not pre-screen User Content and does not guarantee the accuracy of User Content. GuestSmiles does not assume any responsibility for User Content or any liability resulting from your actions or inactions taken based on User Content.

D.    We do not assume responsibility for the confirmation of any Provider or Guest identity. In the interest of minimizing fraudulent transactions or listings, however, we have established a Verification Process to verify the identity of Providers. Such verification is not an endorsement, certification, or guarantee about any Provider, including such Provider's identity or background. You should always exercise due diligence in verifying yourself of the suitability or identify of any Listing, Provider or Guest before contracting for any Services.

II.  ELIGIBILITY; REGISTRATION

A.    You are only permitted to use the GuestSmiles Marketplace if you are an individual at least 18 years old and able to enter into legally binding contracts. By accessing or using the GuestSmiles Marketplace, you represent and warrant to GuestSmiles that you are 18 years of age or older and fully able to become bound by these Terms and any contract for Services.

B.     You may browse the GuestSmiles Marketplace and view content without registering with the GuestSmiles Marketplace. You must register an account to access and use certain features of the GuestSmiles Marketplace, such as posting a Listing, taking advantage of real-time online booking, and using certain software or tools offered on the GuestSmiles Marketplace, including, but not limited to, the GuestSmiles Reservation Management tool and the Owners' Club.

C.     You may only register one (1) account with the GuestSmiles Marketplace. You can register an account by using your email address to create a Login ID and password ("Login Credentials"). You must provide current, accurate, and complete information during the registration process. If you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to believe that such information is untrue, inaccurate, or incomplete, GuestSmiles reserves the right to suspend or terminate your account and prohibit your use of the GuestSmiles Marketplace in the future.

D.    You are responsible for maintaining the confidentiality and security of your Login Credentials and may not disclose them to any third-party, other than authorized users of your account. You must notify us immediately and reset your Login Credentials if you have any reason to believe that your Login Credentials have been stolen, misappropriated, or otherwise compromised, or in the event of actual or suspected unauthorized use of your account. If we suspect any unauthorized access to your account, you agree to promptly change your Login Credentials upon notice from us, and to take any other actions as we may reasonably request. No third party is authorized by GuestSmiles to ask for your credentials, and you shall not request the credentials of another Provider, Guest, or user of the GuestSmiles Marketplace.

YOU ARE LIABLE FOR ANY AND ALL ACTIVITIES CONDUCTED THROUGH YOUR ACCCOUNT, AND AGREE THAT GuestSmiles WILL HAVE NO ANY LIABILITY FOR UNAUTHORIZED TRANSACTIONS MADE USING YOUR LOGIN CREDENTIALS.

III.  CONTENT

A.    GuestSmiles allows registered users to create, upload, post, send, receive, and store content, such as text, photos, or other materials relating to Listings on the GuestSmiles Marketplace ("User Content"), and allows all users to access and view User Content  and any content that GuestSmiles may itself make available from time to time on or through the GuestSmiles Marketplace, including proprietary content and any content licensed or authorized for use by or through GuestSmiles from a third-party (collectively, "GuestSmiles Content"). No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by GuestSmiles or its licensors unless specifically set forth in these Terms.

B.     You are solely responsible for all User Content that you make available on or through the GuestSmiles Marketplace. Accordingly, you represent and warrant that (i) you either are the sole and exclusive owner of all User Content that you make available on or through the GuestSmiles Marketplace, or you have all rights, licenses, consents, and releases that are necessary to use or grant the rights in and to such User Content; and (ii) neither the User Content nor your posting, uploading, submitting, or transmitting of the User Content, nor GuestSmiles's use of the User Content under the license granted to GuestSmiles in these Terms, will infringe, misappropriate, or violate a third-party's patent, copyright, trademark, or other proprietary or intellectual property rights, or result in the violation of any applicable law or regulation.

C.     You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening to, or promotes violence against, any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates these terms or any other policy found in the GuestSmiles Marketplace. We may, without prior notice, remove or disable access to any User Content that GuestSmiles finds to be in violation of applicable law or these Terms, or that GuestSmiles finds may otherwise be harmful or objectionable to GuestSmiles, Providers, Guests, third parties, or property.

D.    Any photograph posted, uploaded, or otherwise submitted as User Content shall primarily display the Property offered in the applicable Listing. No photograph shall contain images of any person without their legal consent or otherwise infringe on such person's right to privacy or other intellectual property rights. By posting, uploading, or otherwise submitting a photograph, you represent and warrant to GuestSmiles that (i) you hold all intellectual property rights in such photographs, (ii) that any person depicted in such photographs have given consent for their likeness to be used, (iii) that such photographs fairly represents the Property or Listing, and that they have not been altered and are not misleading in any way. You agree to indemnify and hold harmless GuestSmiles from any cause of action arising from any misrepresentation (or alleged misrepresentation) contained in, or infringement (or alleged infringement) by, such photographs.

E.     GuestSmiles respects intellectual property law, including but not limited to copyright and trademark laws, and expects you to do the same. We do not tolerate the posting of any content that infringes another person's intellectual property rights. You will not use, copy, adapt, modify, prepare derivative works of, or otherwise exploit the GuestSmiles Marketplace, the User Content, or the GuestSmiles Content. If you believe that any content on the GuestSmiles Marketplace infringes intellectual property right in content you own, please notify us. We may terminate, under appropriate circumstances, any user who repeatedly provides infringing content.

F.      By creating, uploading, posting or otherwise making available User Content by or through the GuestSmiles Marketplace, you grant to GuestSmiles a perpetual, worldwide, irrevocable, non-exclusive, fully paid-up license to use, copy, sublicense, distribute, display, reproduce, transmit, modify, and otherwise exploit any User Content provided on or through the GuestSmiles Marketplace by you for any legitimate business purpose.

G.    All GuestSmiles Content and the GuestSmiles Marketplace, other than User Content, is the sole property of GuestSmiles. Subject to your compliance with these Terms, you are hereby granted a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to access and view any User Content and GuestSmiles Content on or through the GuestSmiles Marketplace, solely for your personal and non-commercial use.

H.    GuestSmiles hereby reserves the right, but not the obligation, to review, disable access to, or edit any User Content to (i) operate, secure, and improve the GuestSmiles Marketplace (including for fraud prevention purposes); (ii) ensure User Content complies with these Terms; (iii) comply with any applicable laws, court order, law enforcement order, or similar orders; or (iv) as otherwise permitted by these Terms.

IV.             LISTINGS AND BOOKINGS

A.    As a Provider, you have the option, in your Listing, to (i) require that Guests call or email you directly to negotiate rental terms and book reservations ("Direct Bookings") or (ii) allow Guests to book your Property online using the GuestSmiles Marketplace's online reservation system ("Online Booking"). When offering Online Bookings, you will have the option to require your prior approval before a reservation is confirmed, or to allow automatic confirmation of the reservation without your prior approval.

B.     When setting up your account as a Provider, you will be required to select certain reservation, cancellation, and damage deposit policies to apply to your Listings. In addition to any such policies adopted by you during your account set-up process, you shall also have the option to upload terms and conditions that will be applicable to all Properties managed by you or offered through your GuestSmiles Marketplace account ("Property Specific Terms and Policies"). Property Specific Terms and Policies may include pet deposits or other conditions you may wish to set for your Listing, provided they do not conflict with or contradict the reservation, cancellation, and damage deposit policies you selected during your account set-up. When booking a Listing containing Property Specific Terms and Policies, Guests will be presented with a link to such Property Specific Terms and Policies alongside a link to these Terms and other GuestSmiles policies, and will be required to check "I Accept" before completing a booking. Property Specific Terms and Policies shall be binding solely on you and your Guests; GuestSmiles shall not be deemed a party to, or to have accepted, any Property Specific Terms and Policies.

C.     When creating a Listing through the GuestSmiles Marketplace, whether for Direct Booking or Online Booking, you must (i) provide complete and accurate information about your Property; (ii) disclose any deficiencies, material defects, or other material information about the Property; (iii) provide any other pertinent information requested by Guests or GuestSmiles about the Listing, the Property, or yourself; and (iv) provide any and all municipal, governmental, or regulator business tax or other license numbers or identifiers, if applicable. As a Provider, you are responsible for keeping your Listings (including calendar availability) up-to-date at all times.

D.    As a Provider, you represent and warrant that you have all necessary rights and authority to rent the Property in accordance with your Listings. You further represent and warrant that any Listing you post and the booking of, or a Guest's stay at, your Property will (i) not breach any agreement you have entered into with any third parties (such as homeowners' associations or other agreements); (ii) comply with all applicable laws (including zoning laws, data privacy, and anti-discrimination), tax requirements, and other rules and regulations (including any permits, licenses, and registrations). You are also responsible for your own acts and omissions, as well as the acts and omissions of any individual who resides or is otherwise present at the Property at your request or invitation, including the Guest and anyone the Guest invites.

E.     If you own multiple Properties cross-listed across different platforms (such as the GuestSmiles Marketplace, Airbnb, VRBO, etc.), you should consider subscribing to the optional GuestSmiles Reservation Management Software. The GuestSmiles Reservation Management Software allows Providers who do not otherwise utilize a property management system to manage Listings, including calendar availability, across different platforms from their GuestSmiles Marketplace account. In consideration for your use of the GuestSmiles Reservation Management System, Guests making a reservation facilitated by the GuestSmiles Reservation Management System are charged the Guest Fee described below.

 

F.      Upon request by GuestSmiles, all Providers must furnish GuestSmiles with all information requested by us to allow us to ascertain their identity, authorization to bind an entity, if the Listing is made on behalf of such entity, the accuracy of the Listings, proof of ownership (or right to rent) any Property, or as otherwise deemed reasonably necessary by GuestSmiles to complete its Verification Process. As a Provider creating a Listing on behalf of an entity, by creating such Listing, represents and warrants that you have the authority to bind the entity to these Terms and to any Property Specific Terms and Policies.

G.    As a Guest, subject to meeting any requirements set by GuestSmiles or the Provider, you can book a Listing available on the GuestSmiles Marketplace by following the applicable booking process as set forth in the Listing. When making an Online Booking, all applicable fees to be paid by you, including any Guest Fees, security deposits, taxes, etc., will be shown on the checkout page presented to you before you finalize and confirm your reservation. If making a Direct Booking, it is your responsibility to negotiate with the Provider all fees and costs that will be owed by you in connection with such booking and arrange for payment.

H.    Upon receipt of a booking confirmation from either GuestSmiles or the Provider, as applicable, a legally binding agreement is formed between the Guest and the Provider, subject to any terms and conditions of the Provider that may apply, including, but not limited to, any Property Specific Terms and Policies. Any Property Specific Terms and Policies are in addition to these Terms, and Providers and Guests remain bound by these Terms. All Guest Fees and other fees and costs associated with the booking will be due and payable by the Guest at the time of booking, unless the Listing provides otherwise or allows for installment payments; and Provider must allow access to the Property in accordance with the Listing.

I.       Any identifying or non-identifying personal information that you receive from a Provider, Guest, or other user of the GuestSmiles Marketplace may be used only for (i) booking a Listing; (ii) solicited email communication regarding a Listing or the Services; (iii) otherwise facilitating a transaction between you and the Provider, Guest, or other user related to the Services. Use of such information for any other purpose without consent is strictly prohibited.

J.       Providers and Guests are responsible for negotiating and agreeing on any modifications to bookings made on, or facilitated by, the GuestSmiles Marketplace, and agree to pay any additional fees, including Guest Fees and Provider Fees, that may be associated with such modifications.  Booking cancellations and refunds are made in accordance with the applicable Listing, as set forth in an applicable Property Specific Terms and Policies, or as otherwise agreed upon between Providers and Guests; provided, however, that Guest Fees and Provider Fees are non-refundable.

V.  PRICES, SERVICE FEES & PAYMENT

A.    As a Provider, you are solely responsible for setting the price (including taxes, if applicable, security deposits, cleaning fees, etc.) for your Listings. You are also solely responsible for determining your obligations to collect, report, remit, or include in your Listing fees any applicable sales tax, occupancy tax, and any other tax you may be subject to. All prices, costs, and fees payable by your Guests must be communicated to them prior to acceptance of any booking, and must be shown in the Listing checkout page, if an Online Booking, or in any manner agreed upon between you and your Guest, if a Direct Booking.

B.     GuestSmiles may integrate Stripe Connect software services to enable and facilitate payment processing of all bookings made on, or facilitated by, the GuestSmiles Marketplace. All Providers offering Online Bookings may be required to, and Providers offering Direct Bookings may, create a Stripe Connect Account when registering with the GuestSmiles Marketplace. By offering Online Bookings or otherwise creating a Stripe Connect Account, Providers agree to be bound by the Stripe Connect Account Agreement and the Stripe Services Agreement. Providers who do not create a Stripe Connect Account shall be required to maintain a credit card or ACH bank account number on file with GuestSmiles for the payment of Provider Fees. All payments made by a Guest to a Provider in connection with a booking will be made (i) if the Provider has a Stripe Connect Account, directly into the Provider's Stripe Connect Account, which in turn will automatically transfer any Guest Fees or Provider Fees to GuestSmiles; and (ii) if the Provider does not have a Stripe Connect Account, in accordance with the payment provisions of the Provider's GuestSmiles Marketplace account, provided that all Guest Fees and Provider Fees shall be charged to, or withdrawn from, such Provider's credit card or ACH account, as applicable, by GuestSmiles, and you hereby authorize us to make such charge or withdrawal.

C.     All Online Bookings made on the GuestSmiles Marketplace are subject to a non-refundable fee of nine percent (9%) of the total reservation amount, including any cleaning fees and security deposits, but excluding any taxes (the "Provider Fee"). Provider Fees shall not be disclosed to Guests at checkout, and shall not be borne by the Guest, but shall be reported to Provider after a booking has been confirmed. Provider Fees are due and payable to GuestSmiles upon the first payment made by a Guest in connection with a booking. The date of collection of Provider Fees shall be solely determined by GuestSmiles.

D.    All bookings facilitated or generated by the GuestSmiles Reservation Management Software (whether a Direct Booking or an Online Booking) are subject to a non-refundable fee of five percent (5%) of the total reservation amount, including any cleaning fees and security deposits, but excluding any taxes (the "Guest Fee"). Guest Fees shall be reflected on the total costs and fees presented to the Guest at checkout, if an Online Booking, or prior to confirmation of a booking if a Direct Booking. Guest Fees are due and payable to GuestSmiles upon the first payment made by a Guest in connection with a booking

E.     GuestSmiles reserves the right to change Provider Fees or Guest Fees at any time, and will provide all registered users of the GuestSmiles Marketplace with reasonable notice before they become effective. GuestSmiles also reserves the right to charge Provider Fees at different rates for different Providers or types of Providers in accordance with policies enacted by GuestSmiles from time to time. Any fee change shall not affect any bookings made prior to the effective date of the change.

VI. THIRD-PARTY LINKS

A.    The GuestSmiles Marketplace may contain links to third-party websites or resources ("Third-Party Sites"). Services offered by Third-Party Sites may be subject to different terms and conditions and privacy policies, and you should review them prior to using or accessing such Third-Party Sites. GuestSmiles does not own, operate, or control in any respect the Third-Party Sites and is not responsible or liable for the availability or accuracy of the services, contents, or products offered on the Third-Party Sites. Links to Third-Party Sites are not an endorsement by GuestSmiles of the Third-Party Site or the services, products, or contents provided therein.

B.     Some areas of the GuestSmiles Marketplace implement or provide links to Google Maps/Google Earth mapping services. Your use of Google Maps/Google Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

VII. PROHIBITED ACTIVITIES

�         Breach or circumvent any applicable laws or regulations, any third-party rights, these Terms, our Privacy Policy, or any other policy we may implement from time to time;

  • Use the GuestSmiles Marketplace, any User Content, or any GuestSmiles Content for any commercial or other purposes not expressly permitted by these Terms;
  • Copy, store, or otherwise access or use any identifiable or non-identifiable personal information of any user in a way that is inconsistent with GuestSmiles's Privacy Policy or these Terms, or that otherwise violates the rights of such users;
  • Use the GuestSmiles Marketplace in connection with the distribution of spam or contact another user for any purpose unrelated to a Listing or such user's use of the GuestSmiles Marketplace;
  • Use the GuestSmiles Marketplace to promote third-party services, applications, or websites without our prior written approval;
  • Circumvent, or attempt to circumvent, any Guest Fees or Provider Fees applicable to a Listing;
  • Discriminate against or harass anyone on the basis of race, national origin, religion, gender, disability, sexual orientation, or otherwise engage in any violent, harmful, abusive, or disruptive behavior;
  • Use any robots, spider, crawler, scraper or other automated means or processes to access or collect data or other content from, or otherwise interact with, the GuestSmiles Marketplace;
  • Take any action that (i) imposes or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (ii) interferes or attempts to interfere with the proper working of the GuestSmiles Marketplace or any activities conducted on or facilitated by the GuestSmiles Marketplace; or (iii) bypasses any measures we may use to prevent or restrict access to the GuestSmiles Marketplace;
  • Take any action that would infringe on GuestSmiles's, any Provider's or any Guest's intellectual property rights, including any action that would dilute, tarnish, or otherwise harm the GuestSmiles brand or that would attempt to reverse engineer any of the software integrated into the GuestSmiles Marketplace; and
  • Violate or infringe on any Provider, Guest, or third-party rights.

    VIII. DISCLAIMERS

    GuestSmiles requires by these Terms that all content found on the GuestSmiles Marketplace be accurate and reliable. We cannot, and do not, however, guarantee the accuracy of any User Content or GuestSmiles Content and we have not, and do not, undertake a duty to update the GuestSmiles Marketplace or any content found therein. If you choose to use the GuestSmiles Marketplace, including any User Content or GuestSmiles Content, you do so voluntarily and at your sole risk. The GuestSmiles Marketplace is provided "as is, where is, and with all faults", without warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. You assume full responsibility for the choices you make in connection with the Services offered on the GuestSmiles Marketplace.

    We further disclaim warranties of any kind, express or implied, that any identity verification we may conduct in accordance with our Verification Policy will identify prior misconduct by a Provider or a Guest, or that any Provider or Guest may not engage in misconduct in the future.

    The foregoing disclaimers apply to the maximum extent permitted by law.

    IX. LIMITATION ON LIABILITY

    If you are dissatisfied with the GuestSmiles Marketplace for any reason, your sole and exclusive remedy shall be to discontinue use of the GuestSmiles Marketplace and terminate this agreement in accordance with the terms hereof. To the maximum extent allowed by applicable law, in no event will GuestSmiles's aggregate liability to you exceed ten dollars ($10.00).

    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 GuestSmiles Marketplace, your Listings, your stay in any Property, or any other interaction you may have with other Providers, Guests, or users of the GuestSmiles Marketplace remains with you. Neither GuestSmiles nor any third party involved in creating, producing, or providing the GuestSmiles Marketplace, User Content, or GuestSmiles Content shall be liable for any direct, indirect, punitive, incidental, special, or consequential damages, including lost profits, loss of data, service interruption, or other injury arising out of or in any way connected with, and whether or not GuestSmiles has been informed of the possibility of such damage and whether based on warranty, contract, tort, or any other legal theory: (i) your use of the GuestSmiles Marketplace and/or the Services; (ii) these Terms; (iii) your inability to use the GuestSmiles Marketplace, the User Content, or the GuestSmiles Content; (iv) any communications or interactions you may have with any other users of the GuestSmiles Marketplace; and (v) any Listing or booking of a Listing. Some jurisdictions may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you.

    X. INDEMNIFICATION

    By using or accessing the GuestSmiles Marketplace, you agree to release, defend (at GuestSmiles's option), indemnify and hold GuestSmiles, and its affiliates, officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with (i) your breach of these Terms or any policies enacted by GuestSmiles from time to time; (ii) your use of the GuestSmiles Marketplace; (iii) your interaction with any Provider, Guest, or other user of the GuestSmiles Marketplace, including, without limitation, any injuries, losses, or damages (whether compensatory, direct, incidental, consequential, or otherwise); or (iv) your breach of any applicable laws, regulations, or third-party rights.

    XI. ARBITRATION; CHOICE OF LAW; VENUE

    Any dispute, claim, or controversy between you and GuestSmiles arising out of or relating, directly or indirectly, to these Terms or your access to or use of the GuestSmiles Marketplace (as applicable, a "Dispute") will be resolved by binding arbitration administered by the American Arbitration Association ("AAA").  

    You agree that you and we hereby waive our respective rights to a trial by jury as to all arbitrable Disputes and to otherwise go to court to assert or defend our rights. Our rights will be determined by neutral arbitrators and not a judge or jury.

    You and we further agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, or other representative proceeding as to all Disputes. Further, unless you and we agree in writing, the arbitrator may not consolidate more than one party's claims and may not otherwise preside over any form of any class or representative proceeding.

    Prior to initiating arbitration, you agree to notify GuestSmiles of a Dispute and to attempt to negotiate an informal resolution. If resolution is not achieved, you may file a claim with the AAA in accordance with the commercial arbitration rules of the AAA then in effect (the "AAA Rules"). The arbitration shall be held before one (1) arbitrator selected in accordance with the AAA Rules. If no AAA Rule governs the selection of arbitrators at such time, then the arbitrator shall be selected from a panel of arbitrators acceptable to GuestSmiles. All costs associated with arbitration will be paid by the party initiating the arbitration; provided, however, that the prevailing party in any arbitration shall be entitled to recover its reasonable attorney's fees. The arbitrator shall not have the power to award damages in connection with any dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto.

    The venue for any arbitration shall be in Knoxville, Tennessee and any judgment upon an award rendered by the arbitrator may be entered in any court of competent jurisdiction in Knoxville, Tennessee.

    These terms will be interpreted in accordance with the laws of the State of Tennessee without regard to conflict-of-laws provisions. If at any time these arbitration provisions are deemed unenforceable, or if any Dispute is deemed non-arbitrable, judicial proceedings must be brought in the state and federal courts in Knoxville, Tennessee, unless we both agree to another location. You and we consent to venue and personal jurisdiction in Knoxville, Tennessee.

    XII. GENERAL PROVISIONS

    A.    These Terms and the other terms, policies, and agreements referenced herein, in each case as they may be amended or otherwise modified from time to time, constitute the entire agreement between you and GuestSmiles with respect to the subject matter hereof, and supersede all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and GuestSmiles.

    B.     No joint venture, partnership, employment, or agency relationship exists between you and GuestSmiles as a result of these Terms or your use of the GuestSmiles Marketplace.

    C.     If any part of these Terms is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.

    D.    A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved.

    E.     You may not assign, transfer, or delegate these Terms and your rights and obligations hereunder without GuestSmiles's prior written consent. GuestSmiles may assign these Terms in its sole discretion without notice and without your prior consent.

    F.      Unless specified otherwise, any notices or other communications between GuestSmiles and you shall be made electronically to the e-mail provided by you in your GuestSmiles Marketplace account.

    G.    If you have any questions about these Terms, please contact us.

    PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.