Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Secondmaterial.com Platform, you agree to comply with and be bound by these Terms of Service.
Thank you for using Secondmaterial.com!
These Terms of Service ("Terms") constitute a legally binding agreement ("Agreement") between you and Secondmaterial.com (as defined below) governing your access to and use of the Secondmaterial.com website, including any subdomains thereof, and any other websites through which Secondmaterial.com makes the Secondmaterial.com Services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "Secondmaterial.com Services"). The Site, Application and Secondmaterial.com Services together are hereinafter collectively referred to as the “Secondmaterial.com Platform”. Our Sellers Guarantee Terms, Buyer Refund Policy, Nondiscrimination Policy and other Policies applicable to your use of the Secondmaterial.com Platform are incorporated by reference into this Agreement.
Any and all payment processing services through or in connection with your use of the Secondmaterial.com Platform ("Payment Services") are provided by paypal.
Sellers alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings.If you have questions about how local laws apply to your Listing(s) on Secondmaterial.com, you should always seek legal guidance.
Table of Contents
- Scope of Secondmaterial.com Services
- Eligibility, Using the Secondmaterial.com Platform, Member Verification
- Modification of these Terms
- Account Registration
- Service Fees
- Terms specific for Sellerss
- Terms specific for Buyers
- Sale Modifications, Cancellations and Refunds, Resolution Center
- Ratings and Reviews
- Damage to Accommodations, Disputes between Members
- Rounding off, Currency conversion
- Prohibited Activities
- Term and Termination, Suspension and other Measures
- Dispute Resolution
- Applicable Law and Jurisdiction
- General Provisions
1.1 The Secondmaterial.com Platform is an online marketplace that enables registered users (“Members”) and certain third parties who offer products to publish such services on the Secondmaterial.com Platform (“Listings”) and to communicate and transact directly with Members that are seeking to buy such products.
1.2 As the provider of the Secondmaterial.com Platform, Secondmaterial.com does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Services. Users alone are responsible for their Listings and Services. When Members make or accept a sale, they are entering into a contract directly with each other. Secondmaterial.com is not and does not become a party to or other participant in any contractual relationship between Members. Secondmaterial.com is not acting as an agent in any capacity for any Member, except as specified in the Payments Terms.
1.3 While we may help facilitate the resolution of disputes, Secondmaterial.com has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or Sellers Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. Secondmaterial.com does not endorse any Member. Any such description is not an endorsement, certification or guarantee by Secondmaterial.com about any Member, including of the Member's identity or background or whether the Member is trustworthy, safe or suitable. You should always exercise due diligence and care. Verified Images (as defined below) are intended only to indicate a photographic representation of a Listing at the time the photograph was taken, and are therefore not an endorsement by Secondmaterial.com of anyListing.
1.4 If you choose to use the Secondmaterial.com Platform as a seller, your relationship with Secondmaterial.com is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Secondmaterial.com for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Secondmaterial.com.
1.5 To promote the Secondmaterial.com Platform and to increase the exposure of Listings to potential Buyers, Listings and other Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Members who speak different languages, Listings and other Member Content may be translated, in whole or in part, into other languages. Secondmaterial.com cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations. The Secondmaterial.com Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and noninfringement.
1.6 The Secondmaterial.com Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Secondmaterial.com is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Secondmaterial.com of such Third-Party Services.
1.7 Due to the nature of the Internet, Secondmaterial.com cannot guarantee the continuous and uninterrupted availability and accessibility of the Secondmaterial.com Platform. Secondmaterial.com may restrict the availability of the Secondmaterial.com Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Secondmaterial.com Platform. Secondmaterial.com may improve, enhance and modify the Secondmaterial.com Platform and introduce new Secondmaterial.com Services from time to time.
2.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the Secondmaterial.com Platform or register an Secondmaterial.com Account. By accessing or using the Secondmaterial.com Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
2.2 You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your seller are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
2.3 Secondmaterial.com may make the access to and use of the Secondmaterial.com Platform, or certain areas or features of the Secondmaterial.com Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or sale and cancellation history.
2.4 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).
2.5 The access to or use of certain areas and features of the Secondmaterial.com Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Secondmaterial.com Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.
Secondmaterial.com reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Secondmaterial.com Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Secondmaterial.com Platform will constitute acceptance of the revised Terms.
4.1 You must register an account ("Secondmaterial.com Account") to access and use certain features of the Secondmaterial.com Platform, such as publishing or buying a Listing. If you are registering a Secondmaterial.com Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
4.2 You can register an Secondmaterial.com Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook or Google ("SNS Account"). You have the ability to disable the connection between your Secondmaterial.com Account and your SNS Account at any time, by accessing the "Settings" section of the Secondmaterial.com Platform.
4.3 You must provide accurate, current and complete information during the registration process and keep your Secondmaterial.com Account and public Secondmaterial.com Account profile page information up-to-date at all times.
4.4 You may not register more than one (1) Secondmaterial.com Account unless Secondmaterial.com authorizes you to do so. You may not assign or otherwise transfer your Secondmaterial.com Account to another party.
4.5 You are responsible for maintaining the confidentiality and security of your Secondmaterial.com Account credentials and may not disclose your credentials to any third party. You must immediately notify Secondmaterial.com if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Secondmaterial.com Account. You are liable for any and all activities conducted through your Secondmaterial.com Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
5.1 Secondmaterial.com may, at its sole discretion, enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Secondmaterial.com Platform ("Member Content"); and (ii) access and view Member Content and any content that Secondmaterial.com itself makes available on or through the Secondmaterial.com Platform, including proprietary Secondmaterial.com content and any content licensed or authorized for use by or through Secondmaterial.com from a third party ("Secondmaterial.com Content" and together with Member Content, "Collective Content").
5.2 The Secondmaterial.com Platform, Secondmaterial.com Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Secondmaterial.com Platform and Secondmaterial.com Content, including all associated intellectual property rights, are the exclusive property of Secondmaterial.com and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Secondmaterial.com Platform, Secondmaterial.com Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Secondmaterial.com used on or in connection with the Secondmaterial.com Platform and Secondmaterial.com Content are trademarks or registered trademarks of Secondmaterial.com in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Secondmaterial.com Platform, Secondmaterial.com Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Secondmaterial.com Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Secondmaterial.com or its licensors, except for the licenses and rights expressly granted in these Terms.
5.4 Subject to your compliance with these Terms, Secondmaterial.com grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Secondmaterial.com Platform and accessible to you, solely for your personal and non-commercial use.
5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the Secondmaterial.com Platform, you grant to Secondmaterial.com a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the Secondmaterial.com Platform, in any media or platform. Unless you provide specific consent, Secondmaterial.com does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.
5.7 You are solely responsible for all Member Content that you make available on or through the Secondmaterial.com Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the Secondmaterial.com Platform or you have all rights, licenses, consents and releases that are necessary to grant to Secondmaterial.com the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Secondmaterial.com's use of the Member Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.8 You will not post, upload, publish, submit or transmit any Member 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 or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substances; or (vi) violates Secondmaterial.com’sContent Policy or any other Secondmaterial.com policy. Secondmaterial.com may, without prior notice, remove or disable access to any Member Content that Secondmaterial.com finds to be in violation of these Terms or Secondmaterial.com’s then-current Policies or Standards, or otherwise may be harmful or objectionable to Secondmaterial.com, its Members, third parties, or property.
5.9 Secondmaterial.com respects copyright law and expects its Members to do the same. If you believe that any content on the Secondmaterial.com Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.
6.1 Secondmaterial.com may charge fees to sellers ("Fees") and/or Buyers ("Buyer Fees") (collectively, "Service Fees") in consideration for the use of the Secondmaterial.com Platform.
6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to a Sellers or Buyer prior to publishing or sale a Listing. Secondmaterial.com reserves the right to change the Service Fees at any time, and we will provide Members adequate notice of any fee changes before they become effective.
6.3 You are responsible for paying any Service Fees that you owe to Secondmaterial.com. The applicable Service Fees are due and payable and collected by Secondmaterial.com Payments pursuant to the Payments Terms. Except as otherwise provided on the Secondmaterial.com Platform, Service Fees are non-refundable.
7.1 Terms applicable to all Listings
7.1.1 When creating a Listing through the Secondmaterial.com Platform you must (i) provide complete and accurate information about your Sellers Service (such as listing description, location, and calendar availability), (ii) disclose any deficiencies, restrictions (such as house rules) and requirements that apply (such as any minimum age, proficiency or fitness requirements for an Experience) and (iii) provide any other pertinent information requested by Secondmaterial.com. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.
7.1.2 You are solely responsible for setting a price (including any Taxes if applicable) for your Listing (“Listing Fee”). Once a Buyer requests a sale of your Listing, you may not request that the Buyer pays a higher price than in the sale request.
7.1.3 Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the cancellation policy you have selected for your Listing.
7.1.4 Pictures, animations or videos (collectively, "Images") used in your Listings must accurately reflect the quality and condition of your Sellers Services. Secondmaterial.com reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.
7.1.5 The placement and ranking of Listings in search results on the Secondmaterial.com Platform may vary and depend on a variety of factors, such as Buyer search parameters and preferences, Sellers requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of Sellers Service, and/or ease of sale.
7.1.6 When you accept or have pre-approved a sale request by a Buyer, you are entering into a legally binding agreement with the buyer/seller and are required to provide your buyer/seller as described in your Listing when the sale request is made. You also agree to pay the applicable Sellers Fee and any applicable Taxes, which will be collected pursuant to the Payments Terms.
7.1.7 Secondmaterial.com recommends that Sellerss obtain appropriate insurance. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Buyers (and the individuals the Buyer has booked for, if applicable) while staying at your Accommodation or participating in your Experience, Event or other Sellers Service.
8.1 Terms applicable to all sales
8.1.1 Subject to meeting any requirements (such as completing any verification processes) set by the seller, you can buy a Listing available on the Secondmaterial.com Platform by following the respective sale process. All applicable fees, including the Listing Fee, Security Deposit (if applicable), Buyer Fee and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to sale a Listing. You agree to pay the Total Fees for any sale requested in connection with your Secondmaterial.com Account.
8.1.2 Upon receipt of a sale confirmation from Secondmaterial.com, a legally binding agreement is formed between you and your seller, subject to any additional terms and conditions of the Sellers that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Listing. Secondmaterial.com Payments will collect the Total Fees at the time of the sale request or upon the Sellers’s confirmation pursuant to the Payments Terms.
9.1 Sellers and Buyers are responsible for any modifications to a sale that they make via the Secondmaterial.com Platform or direct Secondmaterial.com customer service to make ("Sale Modifications"), and agree to pay any additional fees.
9.3 If a Sellers cancels a confirmed sale, the Buyer will receive a full refund of the Total Fees for such sale and Secondmaterial.com may publish an automated review on the Listing cancelled by the Sellers indicating that a sale was cancelled.
9.5 In certain circumstances, Secondmaterial.com may decide, in its sole discretion, that it is necessary to cancel a confirmed sale and make appropriate refund and payout decisions. This may be for reasons set forth in Secondmaterial.com's Extenuating Circumstances Policy or (i) where Secondmaterial.com believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Secondmaterial.com, other Members, third parties or property, or (ii) for any of the reasons set out in these Terms.
9.6 If a Buyer suffers a Travel Issue pursuant to the Buyer Refund Policy, Secondmaterial.com may determine, in its sole discretion, to refund the Buyer part or all of the Total Fees in accordance with the Buyer Refund Policy.
9.7 Members may use the Resolution Center to send or request money for refunds, additional Sellers Services, Co-Sellers Services or Damage Claims related to sales. You agree to pay all amounts sent through the Resolution Center in connection with your Secondmaterial.com Account, and Secondmaterial.com Payments will handle all such payments pursuant to the Payments Terms.
10.1 Within a certain timeframe after completing a sale, Buyers and Sellerss can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Any Ratings or Reviews reflect the opinion of individual Members and do not reflect the opinion of Secondmaterial.com. Ratings and Reviews are not verified by Secondmaterial.com for accuracy and may be incorrect or misleading.
10.2 Ratings and Reviews by Buyers and Sellerss must be fair, truthful and factual and may not contain any offensive or defamatory language. Ratings and Reviews must comply with Secondmaterial.com’sContent Policy and Extortion Policy.
10.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party write a positive or negative Review about another Member.
11.2 If a Sellers claims and provides evidence that you as a Buyer have damaged any personal or other property at an Accommodation ("Damage Claim"), the Sellers can seek payment from you through the Resolution Center. If a Sellers escalates a Damage Claim to Secondmaterial.com, you will be given an opportunity to respond. If you agree to pay the Sellers, or Secondmaterial.com determines in its sole discretion that you are responsible for the Damage Claim, Secondmaterial.com Payments will collect any such sums from you and/or against the Security Deposit (if applicable) required to cover the Damage Claim pursuant to the Payments Terms. Secondmaterial.com also reserves the right to otherwise collect payment from you and pursue any remedies available to Secondmaterial.com in this regard in situations in which you are responsible for a Damage Claim, including, but not limited to, in relation to any payment requests made by Sellerss under the Secondmaterial.comSellers Guarantee.
11.3 Members agree to cooperate with and assist Secondmaterial.com in good faith, and to provide Secondmaterial.com with such information and take such actions as may be reasonably requested by Secondmaterial.com, in connection with any Damage Claims or other complaints or claims made by Members relating to Accommodations or any personal or other property located at an Accommodation (including, without limitation, payment requests made under the Secondmaterial.comSellers Guarantee), Experiences, or Co-Sellers agreements. A Member shall, upon Secondmaterial.com's reasonable request and at no cost to the Member, participate in mediation or a similar resolution process with another Member, which process will be conducted by Secondmaterial.com or a third party selected by Secondmaterial.com or its insurer, with respect to losses for which a Member is requesting payment from Secondmaterial.com (including but not limited to payments under the Secondmaterial.comSellers Guarantee).
12.1 Secondmaterial.com may, in its sole discretion, round up or round down amounts that are payable from or to Buyers or Sellerss to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar, euro or other supported currency)
12.2 The Secondmaterial.com Platform facilitates sales between Buyers and Sellerss who may prefer to pay in a currency different from their destination currency, which may require currency conversions to accommodate these differing currency preferences. Although the Secondmaterial.com Platform allows Members to view the price of Listings in a number of currencies, the currencies available for Members to make and receive payments may be limited, and may not include the default currency in any given geographic location. Details regarding currency conversion, including any associated fees, are detailed in the Payments Terms.
13.1 As a Sellers you are solely responsible for determining your obligations to report, collect, remit or include in your Listing Fees any applicable VAT or other indirect sales taxes,or income taxes ("Taxes").
13.2 Tax regulations may require us to collect appropriate Tax information from Sellerss, or to withhold Taxes from payouts to Sellerss, or both. If a Sellers fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.
13.3 You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where your Accommodation is located may require Taxes to be collected from Buyers or Sellerss on Listing Fees, and to be remitted to the respective Tax Authority.
13.4 In certain jurisdictions, Secondmaterial.com may decide in its sole discretion to facilitate collection and remittance of Occupancy Taxes from or on behalf of Buyers or Sellerss, in accordance these Terms ("Collection and Remittance") if such jurisdiction asserts Secondmaterial.com or Sellerss have an Occupancy Tax collection and remittance obligation. In any jurisdiction in which we decide to facilitate direct Collection and Remittance, you hereby instruct and authorize Secondmaterial.com (via Secondmaterial.com Payments) to collect Occupancy Taxes from Buyers on the Sellers's behalf at the time Listing Fees are collected, and to remit such Occupancy Taxes to the Tax Authority. The amount of Occupancy Taxes, if any, collected and remitted by Secondmaterial.com will be visible to and separately stated to both Buyers and Sellerss on their respective transaction documents. Where Secondmaterial.com is facilitating Collection and Remittance, Sellerss are not permitted to collect any Occupancy Taxes being collected by Secondmaterial.com relating to their Accommodations in that jurisdiction.
13.5 You agree that any claim or cause of action relating to Secondmaterial.com's facilitation of Collection and Remittance of Occupancy Taxes shall not extend to any supplier or vendor that may be used by Secondmaterial.com in connection with facilitation of Collection and Remittance, if any. Buyers and Sellerss agree that we may seek additional amounts from you in the event that the Taxes collected and/or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Occupancy Taxes collected is a refund of Occupancy Taxes collected by Secondmaterial.com from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.
13.6 Secondmaterial.com reserves the right, with prior notice to Sellerss, to cease the Collection and Remittance in any jurisdiction for any reason at which point Sellerss and Buyers are once again solely responsible and liable for the collection and/or remittance of any and all Occupancy Taxes that may apply to Accommodations in that jurisdiction.
14.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Secondmaterial.com Platform. In connection with your use of the Secondmaterial.com Platform, you will not and will not assist or enable others to:
- breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards;
- use the Secondmaterial.com Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Secondmaterial.com endorsement, partnership or otherwise misleads others as to your affiliation with Secondmaterial.com;
- use the Secondmaterial.com Platform in connection with the distribution of unsolicited commercial messages ("spam");
- offer, as a Sellers, any Accommodation that you do not yourself own or have permission to make available as a residential or other property through the Secondmaterial.com Platform;
- unless Secondmaterial.com explicitly permits otherwise, book any Listing if you will not actually be using the Sellers Services yourself;
- contact another Member for any purpose other than asking a question related to a your own sale, Listing, or the Member's use of the Secondmaterial.com Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval;
- use the Secondmaterial.com Platform to request, make or accept a sale independent of the Secondmaterial.com Platform, to circumvent any Service Fees or for any other reason;
- request, accept or make any payment for Listing Fees outside of the Secondmaterial.com Platform or Secondmaterial.com Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Secondmaterial.com harmless from any liability for such payment;
- discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behavior;
- use, display, mirror or frame the Secondmaterial.com Platform or Collective Content, or any individual element within the Secondmaterial.com Platform, Secondmaterial.com's name, any Secondmaterial.com trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Secondmaterial.com Platform, without Secondmaterial.com's express written consent;
- dilute, tarnish or otherwise harm the Secondmaterial.com brand in any way, including through unauthorized use of Collective Content, registering and/or using Secondmaterial.com or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Secondmaterial.com domains, trademarks, taglines, promotional campaigns or Collective Content;
- use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Secondmaterial.com Platform for any purpose;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Secondmaterial.com or any of Secondmaterial.com's providers or any other third party to protect the Secondmaterial.com Platform;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Secondmaterial.com Platform;
- take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Secondmaterial.com Platform;
- export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
- violate or infringe anyone else’s rights or otherwise cause harm to anyone.
14.2 You acknowledge that Secondmaterial.com has no obligation to monitor the access to or use of the Secondmaterial.com Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the Secondmaterial.com Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Secondmaterial.com in good faith, and to provide Secondmaterial.com with such information and take such actions as may be reasonably requested by Secondmaterial.com with respect to any investigation undertaken by Secondmaterial.com or a representative of Secondmaterial.com regarding the use or abuse of the Secondmaterial.com Platform.
14.3 If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Secondmaterial.com by contacting us with your police station and report number (if available); provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
15.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Secondmaterial.com terminate the Agreement in accordance with this provision.
15.2 You may terminate this Agreement at any time via the "Cancel Account" feature on the Secondmaterial.com Platform or by sending us an email. If you cancel your Secondmaterial.com Account as a Sellers, any confirmed sale(s) will be automatically cancelled and your Buyers will receive a full refund. If you cancel your Secondmaterial.com Account as a Buyer, any confirmed sale(s) will be automatically cancelled and any refund will depend upon the terms of the Listing’s cancellation policy.
15.3 Without limiting our rights specified below, Secondmaterial.com may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.
15.4 Secondmaterial.com may immediately, without notice terminate this Agreement if (i) you have materially breached your obligations under these Terms, the Payments Terms, our Policies or Standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Secondmaterial.com believes in good faith that such action is reasonably necessary to protect the personal safety or property of Secondmaterial.com, its Members, or third parties (for example in the case of fraudulent behavior of a Member).
15.5 In addition, Secondmaterial.com may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Terms, our Policies or Standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Secondmaterial.com Account registration, Listing process or thereafter, (iv) you and/or your Listings or Sellers Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Secondmaterial.com otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed sales or failed to respond to sale requests without a valid reason, or (vii) Secondmaterial.com believes in good faith that such action is reasonably necessary to protect the personal safety or property of Secondmaterial.com, its Members, or third parties, or to prevent fraud or other illegal activity:
- refuse to surface, delete or delay any Listings, Ratings, Reviews, or other Member Content;
- cancel any pending or confirmed sales;
- limit your access to or use of the Secondmaterial.com Platform;
- temporarily or permanently revoke any special status associated with your Secondmaterial.com Account; or
- temporarily or in case of severe or repeated offenses permanently suspend your Secondmaterial.com Account.
In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Secondmaterial.com and an opportunity to resolve the issue to Secondmaterial.com's reasonable satisfaction.
15.6 If we take any of the measures described above (i) we may refund your Buyers in full for any and all confirmed sales that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed sales that were cancelled.
15.7 When this Agreement has been terminated, you are not entitled to a restoration of your Secondmaterial.com Account or any of your Member Content. If your access to or use of the Secondmaterial.com Platform has been limited or your Secondmaterial.com Account has been suspended or this Agreement has been terminated by us, you may not register a new Secondmaterial.com Account or access and use the Secondmaterial.com Platform through an Secondmaterial.com Account of another Member.
15.8 Unless you reside in Germany, if you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
If you choose to use the Secondmaterial.com Platform or Collective Content, you do so voluntarily and at your sole risk. The Secondmaterial.com Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.
You agree that you have had whatever opportunity you deem necessary to investigate the Secondmaterial.com Services, laws, rules, or regulations that may be applicable to your Listings and/or Sellers Services you are receiving and that you are not relying upon any statement of law or fact made by Secondmaterial.com relating to a Listing.
If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
You agree that some Experiences, Events or other Sellers Services may carry inherent risk, and by participating in those Sellers Services, you choose to assume those risks voluntarily. For example, some Sellers Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Sellers Services. You assume full responsibility for the choices you make before, during and after your participation in a Sellers Service. If you are bringing a minor as an additional buyer, you are solely responsible for the supervision of that minor throughout the duration of your Sellers Service and to the maximum extent permitted by law, you agree to release and hold harmless Secondmaterial.com from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Sellers Service or in any way related to your Sellers Service.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
17.1 Unless you reside in the EU, 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 Secondmaterial.com Platform and Collective Content, your publishing or sale of any Listing via the Secondmaterial.com Platform, your stay at any Accommodation, participation in any Experience or Event or use of any other Sellers Service or any other interaction you have with other Members whether in person or online remains with you. Neither Secondmaterial.com nor any other party involved in creating, producing, or delivering the Secondmaterial.com Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Secondmaterial.com Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the Secondmaterial.com Platform, or (iv) from your publishing or sale of a Listing, including the provision or use of a Listing’s Sellers Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Secondmaterial.com has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Sellerss pursuant to these Terms or an approved payment request under the Secondmaterial.comSellers Guarantee, in no event will Secondmaterial.com’s aggregate liability arising out of or in connection with these Terms and your use of the Secondmaterial.com Platform including, but not limited to, from your publishing or sale of any Listings via the Secondmaterial.com Platform, or from the use of or inability to use the Secondmaterial.com Platform or Collective Content and in connection with any Accommodation, Experiences, Event or other Sellers Service, or interactions with any other Members, exceed the amounts you have paid or owe for sales via the Secondmaterial.com Platform as a Buyer in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Sellers, the amounts paid by Secondmaterial.com to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Secondmaterial.com and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect Secondmaterial.com’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
17.2 If you reside in the EU, Secondmaterial.com is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors, or other vicarious agents. The same applies to the assumption of guarantees or any other strict liability, or in case of a culpable injury to life, limb, or health. Secondmaterial.com is liable for any negligent breaches of essential contractual obligations by us, our legal representatives, directors, or other vicarious agents. Essential contractual obligations are such duties of Secondmaterial.com in whose proper fulfilment you regularly trust and must trust for the proper execution of the contract but the amount shall be limited to the typically occurring foreseeable damage. Any additional liability of Secondmaterial.com is excluded.
You agree to release, defend (at Secondmaterial.com’s option), indemnify, and hold Secondmaterial.com and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the Secondmaterial.com Platform or any Secondmaterial.com Services, (iii) your interaction with any Member, stay at an Accommodation, participation in an Experience, Event or other Sellers Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) Secondmaterial.com’s Collection and Remittance of Occupancy Taxes, or (v) your breach of any laws, regulations or third party rights.
19.1 This Dispute Resolution and Arbitration Agreement shall apply if you (i) reside in the United States; or (ii) do not reside in the United States, but bring any claim against Secondmaterial.com in the United States (to the extent not in conflict with Section 21).
19.2 Overview of Dispute Resolution Process. Secondmaterial.com is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 19.1 applies: (1) an informal negotiation directly with Secondmaterial.com’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 19). Specifically, the process provides:
- Claims can be filed with AAA online (www.adr.org);
- Arbitrators must be neutral and no party may unilaterally select an arbitrator;
- Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
- Parties retain the right to seek relief in small claims court for certain claims, at their option;
- The initial filing fee for the consumer is capped at $200;
- The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;
- The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.
19.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Secondmaterial.com each agree to notify the other party of the dispute and 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 Secondmaterial.com’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, 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 the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
19.4 Agreement to Arbitrate. You and Secondmaterial.com mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Secondmaterial.com Platform, the Sellers Services, or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Secondmaterial.com agree that the arbitrator will decide that issue.
19.5 Exceptions to Arbitration Agreement. You and Secondmaterial.com each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
19.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
19.7 Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Secondmaterial.com agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in San Francisco County; (c) in any other location to which you and Secondmaterial.com both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
19.8 Modification of AAA Rules - Attorney’s Fees and Costs. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Secondmaterial.com agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA rules, to recover attorneys’ fees and expenses if it prevails in arbitration.
19.9 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
19.10 Jury Trial Waiver. You and Secondmaterial.com acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
19.11 No Class Actions or Representative Proceedings. You and Secondmaterial.com acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Secondmaterial.com both otherwise 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. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
19.12 Severability. Except as provided in Section 19.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
19.13 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Secondmaterial.com changes this Section 19 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Secondmaterial.com’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Secondmaterial.com in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
19.14 Survival. Except as provided in Section 19.12 and subject to Section 15.8, this Section 19 will survive any termination of these Terms and will continue to apply even if you stop using the Secondmaterial.com Platform or terminate your Secondmaterial.com Account.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Secondmaterial.com Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Secondmaterial.com Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.