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NicheShift Host Agreement

Version: 1.2.0 Effective Date: [Date of acceptance]

This Host Agreement (the "Agreement") is entered into between NicheShift, Inc., an Idaho corporation with its principal place of business in Boise, Idaho ("NicheShift," "we," "us," or "our"), and the individual or entity that registers a host account on the NicheShift platform ("Host," "you," or "your"). NicheShift and Host are each a "Party" and together the "Parties."

By clicking "I Agree," registering a Host account, listing a Space, or otherwise using the NicheShift platform as a Host, you acknowledge that you have read, understood, and agree to be bound by this Agreement, the NicheShift Terms of Service, the Privacy Policy, and any policies referenced herein (collectively, the "NicheShift Agreements"). If you do not agree, do not register a Host account or list any Space.

PLEASE READ SECTION 18 (DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER) CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH NICHESHIFT THROUGH INDIVIDUAL ARBITRATION AND LIMITS THE REMEDIES AVAILABLE TO YOU.

1. Definitions

Capitalized terms used in this Agreement have the meanings set forth below or as defined elsewhere in this Agreement.

"Booking" means A confirmed reservation of a Space by a Renter through the Platform for a defined period of time.

"Booking Fee" means The total amount payable by a Renter for a Booking, including the Host Payout, the Service Fee, applicable taxes, and any other charges itemized at checkout. No insurance premium is included, because insurance is not sold through the Platform (see Section 6).

"Host Payout" means The net amount payable to Host for a completed Booking, equal to the Booking Fee less the Service Fee, refunds, chargebacks, taxes, and any other deductions described in this Agreement. No insurance premium is deducted, because no premium is collected through the Platform (see Section 6).

"Insurance" means A commercial general liability policy or equivalent coverage applicable to a particular Booking, obtained by Renter from an insurer of Renter's own choosing and evidenced to Host by the carrier and policy information Renter supplies at checkout, by certificate of insurance, or by other proof acceptable to Host.

"Listing" means The public-facing record of a Space on the Platform, including photos, availability, pricing, rules, and other host-supplied information.

"Platform" means The NicheShift websites, applications, embeddable widgets, APIs, and related services.

"Renter" means A user of the Platform who books, attempts to book, or inquires about booking a Space.

"Service Fee" means The fees retained by NicheShift in connection with a Booking, as described in Section 7 and on the Platform.

"Space" means A commercial, non-residential physical location that Host lists or makes available for short-term use through the Platform.

"Underlying Lease" means Any lease, sublease, license, ownership document, condominium declaration, HOA covenant, mortgage, or other agreement or instrument governing Host's possession, occupancy, or use of a Space.

2. The Platform; Role of NicheShift

2.1 What NicheShift Is

NicheShift operates a technology platform that connects owners and operators of commercial spaces with persons or entities seeking short-term use of such spaces. NicheShift provides tools for listing, search, scheduling, payment processing (through third-party processors), messaging, and related services. NicheShift does not sell, broker, or facilitate the purchase of insurance (see Section 6).

2.2 What NicheShift Is Not

NicheShift is not a party to any agreement between Host and Renter. NicheShift does not own, lease, sublease, manage, operate, control, inspect, or insure any Space. NicheShift does not provide real estate brokerage, property management, legal, tax, accounting, insurance, or financial advice. NicheShift is not a landlord, tenant, sublessor, sublessee, lessor, lessee, licensor (except of the Platform), employer, agent, partner, joint venturer, or fiduciary of Host.

2.3 No Endorsement; No Verification

NicheShift may, but is not obligated to, verify any information provided by Host or Renter. The display of a Listing does not constitute an endorsement, recommendation, or warranty by NicheShift regarding the Space, the Host, the Renter, or any other matter.

3. Host Eligibility and Account

3.1 Eligibility

To register as a Host, you must:

  • Be at least eighteen (18) years of age and have the legal capacity to enter into a binding contract;
  • If acting on behalf of an entity, have full legal authority to bind that entity and to grant the rights described in this Agreement;
  • Not be a person or entity prohibited from using the Platform under applicable law, including U.S. sanctions and export-control laws;
  • Not have been previously suspended or removed from the Platform; and
  • Provide accurate, current, and complete information about yourself, your entity (if applicable), and each Space.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify NicheShift immediately of any unauthorized access. NicheShift is not liable for any loss or damage arising from your failure to safeguard your credentials.

3.3 Tax Information; Stripe Connect

Host payouts are processed through Stripe, Inc. or another third-party payment processor designated by NicheShift. You must complete and maintain an active Stripe Connect Express account (or other required processor account) and provide all tax information required by that processor and by applicable law. You agree to the Stripe Connected Account Agreement and any other applicable processor terms. NicheShift is not responsible for, and assumes no liability arising from, the acts or omissions of any payment processor.

4. Host Representations, Warranties, and Covenants

Host represents, warrants, and covenants to NicheShift, on a continuous basis throughout the term of this Agreement and with respect to each Listing and each Booking, the following:

4.1 Right to List and Make Available

Host has the full right, power, and authority to list the Space on the Platform and to grant Renters a temporary, revocable license to use the Space for the purposes contemplated by each Booking. Without limiting the foregoing, Host represents that Host is the lawful owner of the Space, or holds a lease, sublease, license, or other right of possession that expressly permits the activities contemplated by this Agreement, including short-term licensing or subletting to third parties.

4.2 Landlord and Third-Party Consents

If Host is not the fee-simple owner of the Space, Host represents that Host has obtained, and will maintain in effect throughout the term of this Agreement, all consents, approvals, and authorizations required under the Underlying Lease and any other applicable agreement (including from any landlord, master lessor, mortgagee, condominium association, homeowners association, cooperative board, business improvement district, franchisor, or other party with rights in the Space) to list the Space, grant Bookings, and receive payments under this Agreement. Host shall provide written evidence of such consents to NicheShift upon request. Host bears sole responsibility for any breach of the Underlying Lease or other third-party agreement arising from Host's use of the Platform.

4.3 Commercial, Non-Residential Use Only

Host represents and covenants that the Space is, and will at all times remain, a commercial, non-residential property. Host shall not list, and shall not permit the use of any Space for, residential occupancy, lodging, overnight sleeping accommodations, dwelling, or any other use that would cause the Space to be considered a "dwelling unit," "short-term rental," "transient lodging," "hotel," "motel," "bed and breakfast," or similar use under any applicable law, regulation, code, ordinance, or zoning rule. Without limiting the foregoing, Host shall not list any Space that is:

  • A private residence, apartment, condominium unit, single-family home, accessory dwelling unit, or any portion thereof used for residential purposes;
  • A property zoned exclusively for residential use unless a valid commercial use permit has been issued and remains in effect;
  • A property subject to restrictions that prohibit commercial, public, or third-party use; or
  • A property where overnight stays, sleeping, or residential activity by Renters or their invitees is permitted, advertised, or contemplated.

4.4 Zoning, Permits, and Compliance with Law

Host represents and covenants that the Space, its current use, and its anticipated use through Bookings comply, and will continue to comply, with all applicable federal, state, and local laws, regulations, codes, ordinances, and rules, including zoning laws, building codes, fire codes, occupancy limits, health and safety regulations, accessibility laws (including the Americans with Disabilities Act and analogous state and local laws), liquor control laws, noise ordinances, signage rules, and any required licenses, permits, or registrations applicable to the type of activities permitted at the Space.

Host shall obtain and maintain, at Host's sole expense, all licenses, permits, and registrations required for the operation and short-term licensing of the Space. Host shall complete any compliance affidavit, attestation, or questionnaire reasonably required by NicheShift.

4.5 Condition and Safety of Space

Host represents and covenants that the Space is, and will be at the commencement of each Booking, in safe, clean, sanitary, and habitable (for commercial use) condition, free from material defects, hazards, infestations, mold, structural deficiencies, or environmental conditions that would pose an unreasonable risk to the health or safety of any Renter or invitee. Host shall promptly disclose to NicheShift and to affected Renters any condition that materially affects the suitability or safety of the Space.

4.6 Truthful Listings

All information provided by Host in a Listing or otherwise on the Platform (including photographs, descriptions, capacity, amenities, pricing, rules, and accessibility information) is and will remain true, accurate, current, and not misleading. Host shall promptly update Listings to reflect any material change.

4.7 Tax Obligations

Host is solely responsible for determining and complying with all tax obligations applicable to Host's activities on the Platform, including income tax, self-employment tax, sales tax, use tax, occupancy tax, transient lodging tax (to the extent legally applicable), business and occupation tax, and any other tax or governmental charge. NicheShift may, in its discretion, collect and remit certain taxes on Host's behalf where required by law, but does not otherwise assume any tax obligation of Host. Host shall indemnify NicheShift for any tax assessed against NicheShift as a result of Host's activities.

4.8 No Conflicting Obligations

Host's entry into and performance of this Agreement does not and will not conflict with or violate any agreement, judgment, order, or other obligation by which Host is bound.

5. Listings, Bookings, and the Host-Renter Relationship

5.1 Listing Content; License to NicheShift

Host grants NicheShift a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, modify, distribute, publicly display, publicly perform, and create derivative works from Listing content (including photographs, descriptions, and Host-supplied logos and marks) for the purposes of operating, marketing, and promoting the Platform and NicheShift's services. Host represents and warrants that Host owns or has obtained all rights necessary to grant this license, and that Listing content does not infringe or violate any third-party right.

5.2 Pricing; Availability

Host sets the base hourly, daily, or other applicable rate for the Space, subject to any minimums or maximums imposed by NicheShift. Host is responsible for setting and updating availability windows, blackout dates, capacity limits, and Space rules. Host shall honor all confirmed Bookings.

5.3 Booking Modes

Host may offer Instant Booking, Request-to-Book, or both. For Request-to-Book Listings, Host shall respond to booking requests within the time period specified on the Platform; failure to do so may result in automatic decline.

5.4 The Host-Renter Agreement

Each Booking creates a direct contractual relationship between Host and Renter (the "Host-Renter Agreement"). The Host-Renter Agreement is a license to use the Space for the booked period and for the stated purpose; it is not a lease, sublease, tenancy, or conveyance of any real property interest, and shall not be construed to create any landlord-tenant relationship, tenancy at will, periodic tenancy, or possessory right in the Renter. NicheShift may make available standard form license terms; however, Host remains responsible for any additional Space rules and for ensuring the Host-Renter Agreement complies with applicable law.

5.5 No Disintermediation

Host shall not solicit, encourage, or accept any Booking, payment, or other consideration from a Renter outside the Platform, whether before, during, or after a Booking, where the Renter was introduced to Host through the Platform. This restriction applies for twelve (12) months following the Renter's most recent inquiry or Booking through the Platform. Host shall not include in any Listing, message, or other Platform content (a) personal contact information (telephone numbers, email addresses, physical addresses, social media handles, or URLs) intended to facilitate off-Platform communication or booking, (b) instructions or inducements to transact off-Platform, or (c) any other content reasonably designed to circumvent the Platform's payment, booking, or messaging systems. Host acknowledges that NicheShift may scan messages for such content and may flag, redact, withhold, or refuse to deliver communications that violate this Section. Any off-Platform transaction with a Platform-introduced Renter shall, at NicheShift's election, give rise to liquidated damages equal to two (2) times the Service Fee that would have been earned had the transaction occurred on the Platform, which Host agrees represents a reasonable estimate of NicheShift's actual damages, plus NicheShift's costs of enforcement and reasonable attorneys' fees.

5.6 Cancellations

Host shall comply with the cancellation policies set forth on the Platform and selected at the Listing level. Host cancellations may result in fees, payout adjustments, reduced search ranking, suspension, or other consequences as described in the Platform's policies.

6. Insurance

6.1 Host Insurance

NicheShift strongly recommends that Host maintain at all times, at Host's sole expense, a commercial general liability insurance policy with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, covering bodily injury, property damage, and personal and advertising injury arising from the operation of the Space and the activities contemplated by Bookings. Such policy should name NicheShift, Inc. as an additional insured to the extent permitted by the carrier. Host is solely responsible for verifying that Host's insurance is appropriate for Host's circumstances.

6.2 Optional Renter Insurance Requirement

Host may, at Host's election and on a per-Listing basis, require Renters to carry insurance applicable to each Booking. NicheShift does not sell insurance and no policy is purchased through the Platform. Renters obtain coverage independently, from an insurer of their own choosing.

Where Host elects to require Renter insurance, the Renter satisfies that requirement by supplying, at checkout, the name of the Renter's insurance carrier and the applicable policy number. The Platform transmits that information to Host and will not permit a Booking on such a Listing to be confirmed unless the Renter supplies it.

Where Host does not elect to require insurance, a Renter may book without coverage, and does so having acknowledged responsibility for damages and claims arising from the Renter's use of the Space.

Host may additionally require, as a condition of accepting a Booking, that the Renter provide a certificate of insurance, name Host (and, where requested, NicheShift, Inc.) as an additional insured for the Booking period, or provide other proof of coverage Host elects in Host's reasonable discretion to accept. Any such certificate or endorsement is arranged directly between Renter, Renter's insurer, and Host. NicheShift is not a party to that exchange and does not issue, collect, store, or verify certificates of insurance.

6.3 Third-Party Insurers Identified as a Convenience

NicheShift may identify one or more third-party insurers on the Platform from which a Renter may, at the Renter's sole option, obtain coverage. Any such reference is provided solely as a convenience and for informational purposes. It is not a recommendation, endorsement, solicitation, or offer of insurance, is not insurance advice, and does not constitute a representation that any policy is suitable for a particular Booking or sufficient to satisfy Host's requirements. NicheShift receives no commission, referral fee, or other compensation in connection with any insurance a Renter obtains. Whether any policy meets Host's requirements is determined solely among Renter, Host, and the insurer.

6.4 NicheShift Not an Insurer or Broker

NicheShift is not an insurance company, insurance broker, insurance agent, or insurance producer, and does not sell, solicit, negotiate, arrange, bind, or administer insurance. No insurance policy is issued, bound, or paid for through the Platform, and NicheShift collects no premium. Coverage, eligibility, exclusions, claims handling, and all other matters relating to any insurance policy are governed exclusively by the policy and the carrier. NicheShift makes no representation or warranty regarding the adequacy, scope, applicability, enforceability, or availability of any insurance policy. NicheShift has no obligation to verify the existence, validity, or sufficiency of any insurance produced by Renter or required by Host. NicheShift shall not be liable for any uninsured or underinsured loss, any denial of coverage, or any act or omission of any insurance carrier.

6.5 Verification and Acceptance of Renter-Supplied Coverage

Carrier and policy information supplied by a Renter is self-reported and is not verified by NicheShift. NicheShift transmits it to Host as received and makes no representation that it is accurate, current, or that the referenced policy exists or applies to the Booking. Where Host requires insurance, Host is solely responsible for reviewing the information supplied, requesting and reviewing any certificate of insurance, and determining whether the coverage is acceptable before permitting the Booking to proceed. Host's acceptance of Renter-supplied coverage shall not give rise to any claim against NicheShift.

6.6 Changes to the Insurance Model

NicheShift may in the future offer Renters the ability to purchase coverage through the Platform, whether directly or through an integrated insurance partner. If it does, the applicable terms, coverage, and pricing will be disclosed to the Renter at the time of purchase, and this Section 6 will be updated accordingly.

7. Fees, Payouts, and Taxes

7.1 Service Fee

NicheShift charges a Service Fee in connection with each Booking. The Service Fee may be assessed against Host, Renter, or both, and may vary based on the source of the Booking (including whether the Booking originated on the Platform directly or through a Host-deployed embeddable widget), the Listing type, promotional terms, or other factors. The current Service Fee schedule is set forth on the Platform and may be modified prospectively from time to time. Continued use of the Platform after a fee change constitutes acceptance of the change.

7.2 Booking Payment Flow

Renters pay the Booking Fee to NicheShift (or its payment processor) at the time of Booking. Subject to the cancellation policy and any holds described in Section 7.4, NicheShift will initiate payout of the Host Payout to Host's Stripe Connect account on or after the start of the Booking, in accordance with the payout schedule disclosed on the Platform. Settlement timing to Host's bank account is controlled by Stripe and Host's financial institution.

7.3 Refunds, Chargebacks, and Adjustments

Host authorizes NicheShift to debit Host's Stripe Connect account (or otherwise recover from Host) the amount of any refund, chargeback, reversal, dispute, fraud, tax adjustment, fee adjustment, or other amount owed by Host to NicheShift or to a Renter under this Agreement or applicable law. If sufficient funds are not available in Host's account, Host shall promptly remit the amount due upon demand. NicheShift may set off amounts owed by Host against future payouts.

7.4 Holds and Reserves

NicheShift may, in its reasonable discretion, place a temporary hold on a payout, establish a reserve, or delay disbursement where NicheShift reasonably believes that doing so is necessary to address actual or suspected fraud, a Renter dispute, a violation of this Agreement, a legal or regulatory requirement, or a risk of chargeback.

7.5 Taxes; 1099-K

Host is responsible for determining the tax treatment of all payments received through the Platform and for paying all applicable taxes. Stripe or another payment processor may issue Host a Form 1099-K or other tax reporting form as required by law. NicheShift may, in its discretion, require Host to provide additional tax documentation, including Form W-9, before processing payouts.

8. Host Operations and Standards

8.1 Communication and Response Times

Host shall communicate with Renters through the Platform's messaging system in a timely and professional manner. Host shall respond to booking requests, pre-Booking inquiries, and during-Booking issues within the timeframes specified on the Platform.

8.2 Access to the Space

Host shall provide Renters with the access method described in the Listing (e.g., smart lock code, lockbox combination, key handoff, or host-present check-in) at the start of each Booking and shall not unreasonably deny, delay, or interfere with Renter's access during the booked period. If Host is unable to provide access, Host shall notify the Renter and NicheShift immediately.

8.3 Recording and Surveillance

Host shall clearly disclose in each Listing the existence and location of any audio or video recording devices, security cameras, smart-home devices with recording capability, or similar monitoring equipment present in or around the Space. Host shall not place any such device in any area where Renters or their invitees have a reasonable expectation of privacy (including restrooms or changing areas), shall not record audio without lawful consent, and shall comply with all applicable privacy and wiretapping laws.

8.4 Reviews

Host acknowledges that Renters may publicly rate and review Bookings. NicheShift does not pre-approve reviews and is not liable for the content of any review except where required by law. Host shall not offer compensation in exchange for, or retaliate against any Renter for, any review. Host may respond to reviews through Platform-provided tools subject to NicheShift's content policies.

8.5 Anti-Discrimination

Host shall not unlawfully discriminate against any Renter or prospective Renter on the basis of race, color, ethnicity, national origin, ancestry, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, age, disability, veteran status, pregnancy, citizenship status, or any other class protected by applicable federal, state, or local law.

9. Prohibited Conduct

Host shall not, and shall not permit any agent or invitee to:

  • List a Space that Host does not have the legal right to make available;
  • List a Space for residential use, overnight stays, dwelling, or any use that would convert the Space into a short-term rental under applicable law;
  • Misrepresent the Space, the Listing, or any aspect of Host's identity, ownership, authority, qualifications, or compliance status;
  • Use the Platform to facilitate any illegal activity, including illegal gambling, drug distribution, unlicensed alcohol service, prostitution, or trafficking;
  • Circumvent the Platform's booking, payment, or messaging systems, or otherwise violate Section 5.5;
  • Use scraping, harvesting, scripting, automated tools, or bots to access the Platform other than through publicly documented APIs under their stated terms;
  • Interfere with, disrupt, or compromise the security or integrity of the Platform;
  • Reverse engineer, decompile, or disassemble any portion of the Platform, except as expressly permitted by applicable law;
  • Impersonate any person or entity, or misrepresent affiliation with any person or entity;
  • Collect or store personal data of Renters except as necessary to fulfill Bookings and in compliance with applicable privacy law; or
  • Use Renter personal data for marketing or any other purpose not strictly necessary to perform the Booking, except with Renter's separate, opt-in consent obtained outside the Platform.

10. Intellectual Property

10.1 NicheShift IP

NicheShift and its licensors own all right, title, and interest in and to the Platform, including all software, designs, text, graphics, trademarks, service marks, logos, and other content (other than Host Content), and all intellectual property rights therein. Except for the limited license expressly granted in this Agreement, no rights are granted to Host.

10.2 Host Content License

The license granted in Section 5.1 survives termination with respect to Listing content that is preserved or referenced in records of completed Bookings, in aggregated or anonymized form, or as otherwise necessary to operate the Platform, evidence prior transactions, comply with law, or defend claims.

10.3 Feedback

If Host provides suggestions, comments, ideas, or feedback regarding the Platform, NicheShift may use such feedback for any purpose without obligation or compensation to Host.

11. Privacy and Data

NicheShift's processing of personal information is governed by the NicheShift Privacy Policy. Host shall handle any personal information of Renters received through the Platform in accordance with all applicable data protection and privacy laws (including, where applicable, the California Consumer Privacy Act, the Idaho consumer-data protection statutes, and other state and federal privacy laws) and solely as necessary to perform Bookings. Host is independently responsible for its own privacy practices and shall maintain a privacy policy disclosing such practices to the extent required by law.

12. Indemnification by Host

To the fullest extent permitted by applicable law, Host shall defend, indemnify, and hold harmless NicheShift, its affiliates, and their respective officers, directors, employees, agents, contractors, licensors, successors, and assigns (each, an "Indemnified Party") from and against any and all claims, demands, suits, actions, proceedings, losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

  • Any breach or alleged breach by Host of this Agreement, including any representation, warranty, or covenant;
  • Any bodily injury, death, property damage, or other loss occurring at, in connection with, or arising from the Space or a Booking;
  • Any claim that the Space or its use violates the Underlying Lease, any third-party agreement, or any zoning, land-use, permitting, building, fire, health, safety, accessibility, or other law;
  • Any claim by a landlord, master lessor, mortgagee, condominium association, homeowners association, cooperative board, or other third party with rights in the Space;
  • Any tax, levy, or assessment imposed on or measured by Host's activities;
  • Any uninsured or underinsured loss, any denial of coverage, or any dispute with an insurance carrier;
  • Any dispute between Host and a Renter, including any claim relating to access, condition, suitability, or satisfaction with the Space;
  • Host's content, including any claim of infringement, defamation, or violation of right of publicity or privacy;
  • Host's negligence, gross negligence, willful misconduct, or violation of law; and
  • Host's classification of, or treatment of, any worker, contractor, or invitee at the Space.

NicheShift may, at its option, assume the exclusive defense and control of any matter subject to indemnification, in which case Host shall cooperate fully. Host shall not settle any indemnified claim in a manner that imposes any obligation or admission on any Indemnified Party without NicheShift's prior written consent.

13. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL SERVICES PROVIDED BY NICHESHIFT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. NICHESHIFT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, ACCURACY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NICHESHIFT DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECT WILL BE CORRECTED.

NICHESHIFT MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY RENTER, INCLUDING ANY RENTER'S IDENTITY, BACKGROUND, CREDITWORTHINESS, INTENT, OR ACTUAL USE OF A SPACE. HOST ASSUMES ALL RISK ARISING FROM THE CONDUCT OF RENTERS AND THEIR INVITEES.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NICHESHIFT OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, ANY LISTING, ANY BOOKING, OR ANY USE OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF NICHESHIFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, NICHESHIFT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL SERVICE FEES RETAINED BY NICHESHIFT FROM HOST IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such jurisdictions, NicheShift's liability shall be limited to the maximum extent permitted by law.

15. Term, Suspension, and Termination

15.1 Term

This Agreement commences on the Effective Date and continues until terminated as provided herein.

15.2 Termination by Host

Host may terminate this Agreement at any time by closing the Host account and removing all Listings, subject to Host's continuing obligation to honor any confirmed Bookings or, if Host elects not to honor them, to bear any resulting cancellation fees, refunds, or penalties.

15.3 Termination or Suspension by NicheShift

NicheShift may, at any time and in its sole discretion, with or without notice and with or without cause, suspend or terminate Host's account, remove any Listing, decline to process any payout, or restrict Host's access to the Platform. Without limiting the generality of the foregoing, NicheShift may suspend or terminate immediately if NicheShift reasonably believes that Host has violated this Agreement, applicable law, or any other NicheShift policy, or that continued access poses a risk to NicheShift, Renters, or third parties.

15.4 Effect of Termination

Upon termination, Host's right to access and use the Platform ceases. Sections 1, 4 (with respect to ongoing obligations), 5.5, 7.3, 7.4, 10, 11, 12, 13, 14, 15.4, 16, 17, 18, 19, and 20, and any other provisions which by their nature should survive, shall survive termination.

16. Modifications to the Agreement and the Platform

NicheShift may modify this Agreement from time to time. Material changes will be communicated to Host through the Platform, by email, or by other reasonable means, with an effective date no earlier than fourteen (14) days after notice (or such longer period as required by law). Continued use of the Platform after the effective date constitutes acceptance of the modified Agreement. If Host does not agree to a modification, Host's exclusive remedy is to terminate this Agreement and close the Host account before the modification takes effect.

NicheShift may modify, suspend, or discontinue any aspect of the Platform at any time, including features, integrations, fees, and partner services, in each case with reasonable notice where practicable.

17. Governing Law and Venue

This Agreement, and any dispute arising out of or relating to it or the Platform, is governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict-of-laws principles. Subject to Section 18, any action permitted to be brought in court shall be brought exclusively in the state or federal courts located in Ada County, Idaho, and the Parties consent to the personal jurisdiction and venue of such courts and waive any objection thereto.

18. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY DECIDE YOUR CASE.

18.1 Informal Resolution

Before initiating any formal proceeding, the Parties agree to attempt in good faith to resolve any dispute by sending written notice describing the dispute, the relief sought, and the basis for the claim to the other Party. The Parties shall negotiate in good faith for at least thirty (30) days following such notice.

18.2 Binding Arbitration

Except as set forth in Section 18.5, any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, or the relationship between the Parties (whether based in contract, tort, statute, or otherwise) shall be resolved exclusively by final and binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect. The seat of arbitration shall be Boise, Idaho, and the arbitration shall be conducted in English. The arbitrator shall be a retired judge or attorney with substantial experience in commercial matters. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section.

18.3 Class Action Waiver

THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, CONSOLIDATED, OR PRIVATE-ATTORNEY-GENERAL ACTION. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If a court finds that this class action waiver is unenforceable as to any claim, then that claim (and only that claim) shall be severed from arbitration and brought in court, while all other claims shall remain subject to arbitration.

18.4 Opt-Out

Host may opt out of this Section 18 by sending written notice of the decision to opt out to support@nicheshift.com within thirty (30) days after first accepting this Agreement. The notice must include Host's name, address, account email, and a clear statement that Host wishes to opt out of arbitration. Opting out will not affect any other provision of this Agreement.

18.5 Exceptions

Notwithstanding the foregoing, either Party may (a) bring an individual action in small claims court for claims within its jurisdictional limits, (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or breach of Section 5.5 (No Disintermediation), and (c) raise any defense, including arbitration, that would otherwise be available in court.

19. Notices

NicheShift may give notice to Host by email to the address associated with Host's account, by posting on the Platform, or by other reasonable means. Host shall give notice to NicheShift by email to support@nicheshift.com (with a copy by U.S. mail to NicheShift, Inc., Attn: Legal, [street address], Boise, Idaho [zip]), or to such other address as NicheShift may designate. Notices are effective upon receipt or, if by email, upon transmission absent indication of failure.

20. Miscellaneous

20.1 Independent Contractors

Host and NicheShift are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, franchise, sales representative, or employment relationship between the Parties. Neither Party has authority to bind the other.

20.2 Entire Agreement

This Agreement, together with the documents incorporated by reference, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

20.3 Severability

If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed, and the remaining provisions shall continue in full force and effect.

20.4 No Waiver

No failure or delay by NicheShift in exercising any right shall constitute a waiver of that right. Any waiver must be in writing and signed by NicheShift to be effective.

20.5 Assignment

Host may not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without NicheShift's prior written consent. NicheShift may assign this Agreement freely, including to a successor in interest in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets. Any prohibited assignment is void.

20.6 Force Majeure

Neither Party shall be liable for any failure or delay in performance (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, government action, labor disturbance, utility or telecommunications failure, or internet or hosting service disruption.

20.7 Construction

Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." The Parties acknowledge that this Agreement is the product of arms-length negotiation and shall not be construed against either Party as drafter.

20.8 Electronic Signatures and Records

Host consents to enter into this Agreement and conduct related transactions electronically and to receive related records electronically. Host's electronic acceptance (by clicking "I Agree" or similar) has the same legal effect as a handwritten signature.

20.9 Third-Party Beneficiaries

Except for the Indemnified Parties identified in Section 12, this Agreement does not create any third-party beneficiary rights.

20.10 Contact

Questions about this Agreement may be directed to support@nicheshift.com.

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Acknowledgment and Acceptance

By clicking "I Agree," registering a Host account, or listing a Space, Host acknowledges that Host has read, understood, and agrees to be bound by this Host Agreement. If Host is entering this Agreement on behalf of an entity, Host represents that Host has the authority to bind that entity.

Host Name (or Entity): [Host name]

Account Email: [Host email]

Accepted At: [Date of acceptance]

Version: 1.2.0

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This is the current reference copy. The binding version is the one you accepted at onboarding, which is recorded on your account along with its version number and the date you accepted it.