Welcome to HiddenWalks!
Please read this Independent Tour Host Agreement carefully as it contains important information about your legal rights and obligations. You are responsible for complying with all laws, rules and regulations that apply to your activity and to the Tours provided by you. Depending on the country where You will deliver the Tours, You may have to register, get a permit or obtain a license before providing them. Penalties may include fines or other enforcement measures. We encourage You to seek legal advice if you have any questions related to local legislation and/or tax regulations that may apply to you.
IMPORTANT: PLEASE REVIEW THE LITIGATION CLASS ACTION WAIVER PROVISION CONTAINED HEREIN, AS IT REQUIRES THE PARTIES TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SITE AND/OR THE SERVICES.
1. Introduction.
This Independent Tour Host Agreement (“Agreement”), as may be modified and amended from time to time, sets forth the legally binding agreement by and between:
(a) HiddenWalks, located at 72-1 Daikokucho, Nakagyoku, Kyoto, Japan
(“HiddenWalks”, “We”, “us” or “our”); and
(b) a person (“Guide”, or “You”) who enters and uses HiddenWalks’ marketplace platform accessible via the www.findhiddenwalks.com website (the “Site”) to offer sightseeing tours and other related services (the “Tours”) for sale to users of the Site that search for Tours (the “Travelers”).
2. Acceptance of This Agreement.
When You apply as a Guide pursuant to Section 5, You hereby represent and warrant that:
(a) You have read, understand, and agree to comply with and be bound by this Agreement;
(b) You are an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country in which You are established;
(c) You are able to enter into legally binding contracts; and
(d) You are not forbidden by HiddenWalks to access and/or use the Site.
If You do not agree to be bound by this Agreement, You may not apply as a Guide pursuant to section 5, and shall not publish, offer or sell Tours on the Site.
This Agreement should be read together with the Terms and Conditions, Cancellation Policy and Privacy Policy, as they are incorporated by reference into this Agreement.
3. Scope of HiddenWalks Services.
We operate the Site, which is an online marketplace platform which connects Travelers with Guides. The Site enables You to publish and offer Tours for sale on the Site, and on sites from third parties authorized to publish Tours, and connect and conclude contracts directly with Travelers for such services and through the Site. Also, We provide You and Travelers with a payment processing system through the Site.
We do not publish, create, sell, control, offer, deliver, or supply any Tour. We are not a travel agency, and We do not provide Tours ourselves. You are responsible for your published Tours. When You accept a Travelers’ booking, You are entering into a contract directly with the Traveler. In no event shall HiddenWalks be deemed a party to any agreement whereby a Traveler purchases Tours from You.
We advertise the Site through search engine optimization, public relations, email marketing, affiliate programs and other online and offline advertising means so as to increase traffic to the Site. We are constantly updating our Site and its functionalities. Therefore, We may modify and/or delete any functionality on the Site and/or introduce new ones from time to time.
4. Independent Third-Party Contractor Relationship.
You understand, acknowledge and agree that You are an independent third-party contractor and not an employee, agent, joint venturer or partner of HiddenWalks, and that You act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of HiddenWalks.
HiddenWalks does not, and shall not be deemed to, direct or control You generally or in your performance under this Agreement.
You acknowledge and agree that:
(a) You have complete discretion whether to engage in other business or activities;
(b) You are engaged in your own business, separate and apart from HiddenWalks’ business, which is to provide an online marketplace platform to connect Travelers and Guides;
(c) You have complete discretion in the publishing, selling and performance of your Tours. You have complete discretion whether to accept a booking request from a Traveler or reject it;
(d) You set your own Tour Prices (as defined below), and
(e) You do not have any individual at HiddenWalks to whom You report.
You understand, acknowledge and agree that You have no authority to make or accept any offers or representations on behalf of HiddenWalks. You will not make any statement that reasonably would contradict anything contained in this section.
5. Guide Application and Acceptance by HiddenWalks.
In order to publish and offer Tours on the Site, You shall apply online to open an account through the Site (“Guide’s Account”) and complete your public profile with your several information like personal details, photos, videos, bio and languages spoken (“Public Profile”). The application process may require telephone conversations, document submissions and reference checks. You shall not apply to open more than one Guide’s Account.
By applying on the Site You accept that we may screen You against third party databases or other sources, request reports from service providers, verify information such as name and address, and obtain reports from public records of criminal convictions or an equivalent version of background checks in your local jurisdiction. The opening of a Guide’s Account and publication of a Tour is at the sole discretion of HiddenWalks, and HiddenWalks reserves the right to refuse to publish or cancel any Guide’s Account and/or Tours for any reason. You must provide accurate, current and complete information during the application process and keep the information published on your Public Profile up-to-date at all times. We will only collect and use personal information from You in accordance with our Privacy Policy.
6. Use of the Site and Content.
On and after your Guide’s Account is opened, you will be able to complete your Public Profile, describe and publish the Tours you offer, upload images of the Tours, set the Tour prices (the “Tour Prices"), set the calendar preferences to indicate the dates that You will be available for booking, complete your contact info, and provide us with your banking and payment preferences.
You are solely and exclusively responsible for any claims relating to any inaccurate, untimely or incomplete information provided by You. HiddenWalks may review your Public Profile and Tour information at any time to ensure that it complies with the terms of this Agreement. You are responsible for any activity on your Guide’s Account, and shall keep your password confidential. If you are aware that any person has entered your Guide’s Account without your permission, You shall inform HiddenWalks as soon as possible.
You may have access 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 Site ("Content"). By uploading, posting or otherwise making available any Content on= or through the Site, You:
(a) Grant to Us a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Content to access, use, reproduce, display, perform, adapt, modify, distribute, and promote the Content in any form, anywhere and for the purpose of selling and marketing HiddenWalks or the Tours offered by You, without your prior approval and/or notification.
(b) Warrant and represent that You own or otherwise control all of the rights to the Content and that use of your Content by HiddenWalks does not violate the rights of any third party; and
(c) In the event that the Content provided by You to HiddenWalks violates the rights of a third party, You agree to indemnify HiddenWalks against any losses and liabilities that may result from the action of such third party against Hidden Walks.
Content includes, without limitation, information in your Public Profile, your pictures, information related to your Tours, Tour Prices, and Tour pictures, whether images, text or otherwise. You will not upload, publish, send and/or store any Content that: (i) is fraudulent, false, or misleading; (ii) is defamatory, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any Traveler, Guide and/or user; (iv) promotes illegal or harmful activities; (v) includes contact details (when provided prior to the booking confirmation); and/or (vi) contains watermarks. We reserve the right to remove, without prior notice, any Content alleged to infringe any intellectual property rights and/or unpublish any Tours that contain such Content.
7. Booking and Payment Processing. Commission.
Travelers may search for Tours through the Site without prior registration. Travelers may also contact You to create a customized Tour. You will be duly notified by an automated email after a Traveler requests a booking and You shall accept or decline such booking. In order to compensate HiddenWalks for the Site’s services, HiddenWalks withholds a percentage of the Tour Price, which percentage is established at the time your Guide’s Account is opened (the “Commission”). HiddenWalks may decrease or increase the Commission at its sole discretion, either permanently or for a limited period, upon at least thirty days prior notice to You. The Commission will be deducted from the gross amount charged to Travelers as the total Tour Price for the Tour. Travelers shall make payment of bookings by credit card or other form of payment available through the Site. HiddenWalks and its third party payment service partners will collect payments of Tour Prices from Travelers. You authorize HiddenWalks and its payment service partners to process your payments. No remittances will be sent to You for a booking or Tour for which the Traveler’s bank initiated a chargeback. There are certain circumstances where it is not possible for HiddenWalks to send remittances to You. In that case, HiddenWalks may, at its sole discretion, collect only the Commission from Travelers, with remaining amounts being paid directly to You at the date and time of the Tour provided by You. Banking fees and any other transaction costs are at your own expense, except for the cost of the service charged by HiddenWalks’ payment service partner. Any taxes are to be deducted from the Tour Price and You are solely responsible for determining your obligations to report, collect, remit or include in your Tour Prices any applicable taxes. Tax regulations may require Us to collect appropriate tax information from Guides, or to withhold taxes from remittances to Guides and to remit such taxes to the applicable governmental authority, or both. You agree to provide Us with the documentation and information that We determine to be sufficient to alleviate our obligation (if any) to withhold taxes from remittances to You and authorize Us to disclose remittances and tax information to your local tax and government authorities.
8. Cancellation Policy.
You agree with the terms of the Cancellation Policy and that any cancellation by You or by a Traveler, and any related refund or remaining remittances owed to You, will be processed in accordance with the Cancellation Policy in force at the time of the booking.
HiddenWalks may cancel any booking, in its sole discretion, if We believe in good faith that such cancellation is necessary to prevent or reduce any damages to any user of the Site and/or to Hidden Walks. We will reimburse and/or refund You and/or the Traveler in accordance with the reasons for cancellation and with the Cancellation Policy.
9. Non-Recoverable Expenses and Reimbursements to Guides.
You may request from HiddenWalks a reimbursement for any non-recoverable expenses in the preparation for any Tour canceled. Such expenses shall be identified and informed in the Tour description. Amounts not informed in the Tour description and/or budgeted for the Tour but not spent, such as fuel, entrance fees not purchased in advance, meals or any other avoidable expenses will not be reimbursed. If We decide, at our sole discretion, to reimburse any such non-recoverable expenses to You, You hereby irrevocably assign to HiddenWalks any right You may have to recover or claim such non-recoverable expenses from the Travelers and will leave the date of the canceled Tour available on your online calendar. Any remittance for non-recoverable expenses will not be remitted until after the original Tour date.
10. Refunds
You agree that, regardless of any refund to the Travelers in accordance with the Cancellation Policy, in the following situations and subject to the Travelers’ request, they will be eligible to a full or partial refund from You:
(a) You are a no-show;
(b) You arrive late and the Traveler leaves the meeting point;
(c) You send a substitute guide to deliver your Tour;
(d) A substantial portion of the promised itinerary is not delivered;
(e) There are safety incidents during the Tour that adversely impact the whole experience;
(f) There are unexpected or additional costs incurred by the Travelers and not included in the Tour Price and/or Tour description;
(g) Third party services which were included in the Tour description are not available during the Tour.
HiddenWalks will process the requests and, if HiddenWalks determine that any of the aforementioned situations occurred, will deduct the refunded amounts from any remittances to be sent to You. If no remittances are owed to You, You will reimburse HiddenWalks the amounts refunded to the Travelers within 10 days of HiddenWalks’ request.
11. Tour Prices and Remittances to You.
You are responsible for setting up the Tour Prices, properly and accurately describe items included in the Tour Prices and for any update. You agree that your Tour Prices provide You with full compensation for your services and include all costs of completing the Tour, from the time the Tour starts until the time it terminates, including any expected tips. All payments and other compensation in respect of a Tour must be made through the Site. Any non-recoverable expenses identified by You on the Tour description page will be remitted to You on a weekly basis after payment thereof by Travelers.
The amount paid by Travelers, less the Commission paid to HiddenWalks, less any banking charges, less any non-recoverable expenses that have already been remitted to You, and less any refund made to Travelers for any violation by You of this Agreement or due to cancellations will be paid to You on a weekly basis after the Tour has been completed. Currency and method of payment to You may be determined at the time your application is approved, and changed at any time by entering your Guide’s Account. You will use your best efforts to ensure that any and all payments from Travelers are processed through the Site, or such other means as HiddenWalks may determine.
12. Rules of the Site.
In order to maintain the reputation of the Site and other users offering services on the Site, You agree to the following provisions:
(a) Private Tour Offer. You may only offer your own Tours. You may not offer Tours as an intermediary or agent. Also, You shall publish Tours which are delivered only by You and not in the company of other guides or any other person rather than the Travelers. You may simultaneously publish up to 10 Tours, besides any customized Tour You may create and send to specific Travelers. You cannot upload Tours that are identical or remarkably similar to other Tours uploaded by You on the Site.
(b) Customized Tours. You may decide, at your sole discretion, to customize any of your published Tours upon a Travelers’ request. In that case, You will create a customized Tour using the tool available on the Site. You understand that the Tours published by You on the Site contain the terms of the agreement with the Traveler and changing those terms without creating a customized Tour will prevent You from having a clear understanding with the Traveler. You will not accept bookings of published Tours which terms have been modified by communications between You and the Traveler.
(c) No Substitutes. You offer private Tours, and Travelers choose and connect with Guides before the Tour. So Travelers expect that it is You who deliver their Tours. Therefore, You shall never send any substitute to deliver your Tours. If there is any emergency situation and You will not be able to personally deliver your Tour, You shall immediately contact HiddenWalks support and Traveler. HiddenWalks, at its discretion, may cancel such booking upon Travelers request, arrange for another HiddenWalks guide to deliver the Tour and/or give a refund to Traveler.
(d) Tour Description. You agree that all information contained in your Public Profile and Tour description is current and accurate. You agree that Travelers may request a refund in case the description of your Tours do not match the services You provided.
(e) Contact Details. You agree not to give any personal contact details including phone number, email, social networks and/or your own website URL to Travelers before You accept the booking nor give any information to the Travelers that might result in the Travelers booking from outside our Site.
(f) Communication. You agree that all communications with Travelers will occur through the Site. HiddenWalks also handles Traveler service through telephone and email. HiddenWalks reserves the right to monitor communications between You and the Travelers and review and edit those communications in case they do not comply with the terms of this Agreement and/or the Terms and Conditions (like containing contact details or including offensive language). You understand that We do not in any way screen Travelers. You are solely responsible for, and shall exercise caution and judgment, in using the Site and disclosing personal information to Travelers. You agree that HiddenWalks and the Travelers may contact You via email, text messages, calls, and automated calls, to the phone number and email addresses You provide in your Guide’s Account or otherwise provided to Us, to communicate to You, including but not limited to, any updates, changes, and/or important information related to any bookings. We may place your Guide’s Account on hold or inactivate it if You do not respond to several messages from Us and/or the Travelers, which shows that your Guide’s Account is inactive.
(g) Performance. You agree to perform the Tour and/or other services as agreed with the Traveler and as detailed in your Tour description. In the event of illness or other exceptional circumstance, You agree to inform HiddenWalks and the Travelers.
(h) Safety. You agree to be responsible for the health and safety of the Travelers at all times during the Tour. You acknowledge and agree that You shall be solely responsible for supplying any equipment required for a Tour provided by You pursuant to this Agreement. You agree that the sample liability waiver uploaded to the Site is just a sample, general in scope and does not detail every possible hazard that Travelers might be exposed to during your Tours nor contemplate any local regulation that may apply to your activity. Should your Tours implicate the Travelers in risks not clearly identified in the document, or risks of an especially hazardous nature, consider having a special waiver document created for your specific needs and get advice from a local attorney with respect to your individual situation.
(i) Traveler Information. You agree that You will not use the Traveler’s information for any purpose other than to perform the Tour or other services contracted through the Site.
(j) Traveler Disputes. You agree to work in good faith with HiddenWalks to address any Traveler disputes or complaints.
(k) Reviews. After delivery of a Tour, Travelers may leave a public review (“Review”) and submit a star rating (“Rating”), which will be published throughout the Site and in your Public Profile. Ratings or Reviews reflect the opinions of Travelers and do not reflect the opinion of HiddenWalks. HiddenWalks may verify reviews for accuracy but does not warrant they are correct or accurate. Guides are prohibited from manipulating the Ratings and Reviews in any manner.
(l) Intellectual Property. The Site is protected by copyright, trademark, and/or other laws. You acknowledge and agree that the Site, including all associated intellectual property rights, are the exclusive property of HiddenWalks and/or its licensors or authorizing third-parties. All trademarks and logos used on or in connection with the Site are trademarks or registered trademarks of HiddenWalks.
(m) Licensing. You agree that You are and at all times will be in compliance with any and all licensing requirements and legal restrictions for any Tours or other services provided by You.
(n) Listing limits. You are limited to listing up to 3 different tours at most. You may create as many tour drafts, however The Site will not allow The Site may remove any listings that the Site deems as too similar to the other tours that You listed previously.
13. Insurance.
You represent and warrant that You have and will maintain, at your own expense, appropriate commercial general liability insurance, in amounts and of types required by law to provide your services, throughout the period during which You will deliver Tours. Also, You represent and warrant that You will have and maintain, at your own expense, appropriate commercial auto liability insurance, in amounts and of types required by law, throughout the period during which You will deliver Tours with private transportation, if applicable. If You hire a third party to provide passenger transportation services, You will require that such third party has appropriate commercial auto liability insurance, in amounts and of types required by law, throughout the period of the provision of the passenger transportation services.
14. Disclaimer.
HIDDENWALKS, ITS PARENT, SUBSIDIARIES, AFFILIATES, DIRECTORS, AND EMPLOYEES (“HIDDEN WALKS GROUP”) DOES NOT PUBLISH, CREATE, SELL, CONTROL, OFFER, DELIVER, OR SUPPLY ANY GUIDED TOUR. YOU ARE AN INDEPENDENT THIRD-PARTY CONTRACTOR AND NOT AN AGENT OR EMPLOYEE OF THE HIDDEN WALKS GROUP. THE HIDDEN WALKS GROUP DOES NOT TAKE ANY RESPONSIBILITY AND IS NOT LIABLE FOR, AND YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR, ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR ANY OTHER DAMAGES OR EXPENSES, ARISING OUT OF, OR IN CONNECTION WITH, WITHOUT LIMITATION, (I) THE DELIVERY OF ANY TOUR, (II) YOUR PERFORMANCE OR FAILURE TO PERFORM THE TOUR AND/OR YOUR SERVICES, (III) ANY TRANSPORTATION SERVICE ASSOCIATED TO ANY TOUR, (IV) ANY OTHER SERVICE OFFERED OR DELIVERED BY YOU, (V) YOUR ACTS OR OMISSIONS, REPRESENTATIONS, WARRANTIES, NEGLIGENCE, GROSS NEGLIGENCE OR WILFUL MISCONDUCT AND (IV) PERSONAL, BODILY INJURY, DEATH, PROPERTY DAMAGE TO YOU, A TRAVELER OR ANY OTHER PARTY. THE HIDDEN WALKS GROUP’S RESPONSIBILITY IS LIMITED TO LISTING AND MAKING AVAILABLE THE TOURS AND OTHER ANCILLARY SERVICES THROUGH THE SITE.
DUE TO THE NATURE OF HIDDENWALKS SERVICES, HIDDENWALKS DOES NOT GUARANTEE THE CONTINUOUS AND UNINTERRUPTED AVAILABILITY AND ACCESSIBILITY OF THE SITE. THE SITE IS PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. HIDDENWALKS DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON- INFRINGEMENT, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, HIDDENWALKS MAY RESTRICT THE AVAILABILITY OF THE SITE IF THIS IS NECESSARY IN VIEW OF CAPACITY LIMITS, THE SECURITY OR INTEGRITY OF OUR SERVERS, OR TO CARRY OUT MAINTENANCE MEASURES FOR THE PROPER OR IMPROVED, MODIFIED OR ENHANCED FUNCTIONING OF THE SITE.
15. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT THE HIDDEN WALKS GROUP SHALL EITHER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LIABILITIES WHETHER IN ACTION BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, TORT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY SUCH PARTY. IN NO EVENT SHALL THE HIDDEN WALKS GROUP LIABILITY TO YOU OR ANY OTHER PERSON ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SITE EXCEED, IN THE AGGREGATE, THE TOTAL COMMISSIONS PAID BY YOU FOR A PARTICULAR TOUR WITH RESPECT TO WHICH SUCH LIABILITY RELATES, PLUS A 25%, OR IN THE CASE OF ANY LIABILITY NOT RELATED TO A PARTICULAR TOUR THE TOTAL COMMISSION PAID BY YOU IN THE 12 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR FIVE HUNDRED U.S. DOLLARS (US$500), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS IN THIS SECTION SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
16. Guide’s Responsibility and Indemnification.
You agree to defend, indemnify, and hold harmless HiddenWalks from all liabilities, claims, losses, damages, expenses, including attorney’s fees, that may arise, directly or indirectly from, as a result of or in connection with, without limitation, (a) your use of the Site, (b) the delivery of any tour, (c) your performance or failure to perform the tour and/or your services, (d) any transportation service associated to any tour, (e) any other service offered or delivered by you, (f) your acts or omissions, representations, warranties, negligence, gross negligence or wilful misconduct and (g) personal, bodily injury, death, property damage to you, a Traveler or any other party. The Hidden Walks Group reserves the right, at its own expense, to assume the exclusive defense and control of any claim subject to indemnification by You, in which case You agree to cooperate with the Hidden Walks Group in asserting any available defenses.
17. Force Majeure.
We shall be relieved from liability for partial or complete failure to fulfill obligations under this Agreement due to force majeure circumstances. In case of force majeure, We shall notify You on the commencement and cessation of circumstances preventing Us from fulfilling our obligations.
18. Amendments to Agreement.
HiddenWalks may modify and amend this Agreement from time to time in its sole discretion. HiddenWalks will provide You with at least thirty (30) days prior email notice to the effective date of any material changes to this Agreement. If You do not terminate the Agreement before the date the amendments become effective, then You are deemed to have accepted the amended Agreement. If You do not agree to the amended Agreement, You will terminate it before the date they become effective, and will stop accessing your Guide’s Account and using our services.
19. Term of the Agreement.
This Agreement will become effective immediately upon your application is sent pursuant to Section 5 and shall remain effective unless terminated by either party as provided hereunder.
You may terminate this Agreement at any time by sending us an email. If You terminate this Agreement, any accepted bookings will be automatically cancelled, Travelers will receive a full refund and no remittances will be sent to You for such bookings and for Tours not delivered by You. HiddenWalks may terminate this Agreement, for any reason or no reason, at any time by sending You an email to your registered email address, which shall be effective immediately upon delivery of such notice. If We terminate this Agreement, We may refund Travelers in full for any and all accepted bookings that have been cancelled, and You will not be entitled to any compensation for pending or accepted bookings that were cancelled.
When this Agreement has been terminated, You are not entitled to a restoration of your Private Profile and You shall not apply for a new Guide’s Account or access and use the Site through another Guide’s Account. HiddenWalks may, at its sole discretion and without notice, terminate this Agreement at any time, for any reason or without reason, and/or cancel or limit your access to your Private Profile if You have materially breached any obligation under this Agreement.
In the event of termination or expiration, the following sections shall survive: Disclaimer, Limitation of Liability; Guide’s Responsibility and Indemnification, Term of the Agreement; and General Provisions.
20. General Provisions.
(a) Waiver. Failure by HiddenWalks to enforce any provision of this Agreement shall not be construed as a waiver of any provision or right.
(b) Governing Law. This Agreement, and all other aspects of the use of the Site, shall be governed by and construed in accordance with the laws of Japan.
(c) Entire Agreement. This Agreement constitutes the entire agreement between You and HiddenWalks with respect to the subject matter of this Agreement.
(d) Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain valid and enforceable to the fullest extent possible and shall remain in full force and effect.
(e) Successors. This Agreement shall be binding on You and HiddenWalks, and their successors and assigns.
(f) Notice. Any notice or other communication to be given hereunder will be in electronic mail to the following: support@findhiddenwalks.com; and to You: to the address and email listed in your Guide’s Account.
(g) Counsel. You agree that You have been advised to seek independent legal counsel of your own choosing regarding your rights, obligations and interests under this Agreement.
(h) Litigation Class Action Waiver. To the extent allowed by applicable law, You agree that any proceeding to litigate in court any dispute arising out of or relating to this Agreement, will be conducted solely on an individual basis, and You agree not to seek to have any controversy, claim or dispute heard as a class action or any other type of representative proceeding.
(i) Dispute resolution. You agree that You will attempt to resolve any and all disputes in the least onerous manner. If You and HiddenWalks are not able to resolve disputes by agreement, then You agree to first mediate any dispute between the Parties to be conducted in Kyoto, Japan, with mediation fees divided equally between You and Hidden Walks. In the event that litigation is commenced by either You or Hidden Walks, You agree to submit to the exclusive jurisdiction of the courts of Kyoto, Japan. You agree not to file a complaint or other commencement of litigation more than six (2) months after the relevant dispute arose.