Additional Offerings:  Any additional and related services that the Landlord may request and Ruralis may provide, in its sole discretion, subject to additional terms.

Annual Subscription:  An annual amount paid by Landlord for the use of the Service.

Check-in:  The specific time when the Tourist first enters the Landlord’s Property at the beginning of the Tourist’s rental of the Landlord’s Property.

Check-Out: The later of (i) the specific time when the Tourist leaves the Landlord’s Property and (ii) the date through which the Tourist booked the Property through the Service.

Confidential Information:  The confidential, proprietary, or sensitive information of a Party.

Content:  All data, materials, or content uploaded by the Landlord in connection with the Services, including but not limited to structured or unstructured data such as personal data, financial metrics, or operational data.

Documentation:  User guides, manuals, technical specifications, and other materials provided by the Provider, in any form or medium, that describe the functionality, use, or operation of the Services.

Landlord:  The user of the Service pursuant to these Terms and Conditions, and as further defined above.

Multi-unit:  A Property consisting of multiple self-contained rental units, including facilities traditionally referred to as bed and breakfasts or room rentals, where each unit (e.g., rooms or apartments) is rented individually at separate rates, without involving the entire facility.

Party: Each of the parties to these Terms and Conditions.

Property: Is as defined above and includes any property in which Ruralis provides Services, including Units and Multi-Units.

Property Revenue: means the cost for a stay at the Property which amount shall be determined by the Landlord in its sole discretion. Property Revenue is determined before any amounts due to Ruralis, Retail Platform Fees, and taxes are paid.

Publication: means the publication by Ruralis and Retail Platforms of the Landlord’s Property on Retail Platforms.

Photographic Service: The photographic service relating to the Property requested by the Landlord as part of the Service, or deemed necessary by Ruralis in its sole discretion, to be carried out through professional photographers directly engaged by Ruralis.

Referral Program: the Ruralis referral program through which an existing Landlord may refer a new Landlord via a unique personal referral link and receive a credit against the Ruralis Commission, subject to these Terms and Conditions.

Rental: The period of stay at the Property to which the Tourist agrees pursuant to the booking conditions.

Retail Platform:  Is as defined above.

Retail Platform Fees: The amount owed to Retail Platforms for hosting the Properties on their digital platforms, which include platform fees and payment transaction costs. The Retail Platform Fees, separate and apart from the Ruralis Commission, currently range from 15% to 19.3% (e.g., 15% for Airbnb, and 16.3%-19.3% for Booking.com depending on the popularity of the destination) and are the actual amount that Ruralis pays to the Retail Platform, without markup, for the promotion of the Property. Bank fees and applicable taxes are added to these costs.

Ruralis Commission: This is the amount due to Ruralis related to each Rental of the Property.

Sale Price: This is the amount the Tourist agrees to pay to rent the Property. The Sale Price includes Property Revenue, plus any amounts due to Ruralis, Retail Platform Fees, and taxes.

Service: Is as defined above.

Start Date:  The date the Landlord signs up to use the Service.

Term:  The period during which these Term and Conditions are effective which will commence on the Start Date and will continue on an annual basis until these Terms and Conditions are terminated according to the terms herein.

Terms and Conditions: This document, as well as any privacy policy, cookie policy, and other policy or terms published to Service, each of which may change from time to time.

Tourist: The party who purchases the Rental.

Unit: A single rental property that is rented out in its entirety including vacation homes and individual apartments.

1. Ruralis will provide the Service to the Landlord pursuant to these Terms and Conditions. The Service includes:

• Market analysis to enhance the value of the Property (including identification of competitive pricing);
• Demand-driven dynamic pricing strategies at any time of the year;
• Creation of targeted offers to attract more Tourists during low season periods, optimizing the Property’s occupancy rate;
• Management of reviews to improve the online reputation of the Property and build trust in future Tourists;
• Publication of the Property on multiple Retail Platforms;
• Carrying out the Photographic Service in accordance with the terms set forth herein;
• Calendar synchronization optimized to eliminate overbooking situations;
• Assistance in the creation of texts pertaining to the description of the Property, and their revision, to increase the visibility of the Property;
• Assistance in the secure and rapid processing of payments;
• Collection and payment of tourist tax;
• Assistance in managing the entire booking process, from the sale to the arrival of Tourists at the Property (excluding reception service);
• Remote assistance of Tourists through a customer service representatives;
• Assisting in handling reservation changes and/or cancellation requests, and optimizing Property booking times to minimize vacancy rates.

2. With respect to the Photographic Service, it is understood that the Landlord shall allow Ruralis to take photographs of the Property for which the Landlord requests the Service. The Photographic Service shall be carried out through professional photographers directly engaged by Ruralis. The costs of the Photographic Service shall be borne by the Landlord, but shall be advanced by Ruralis. Ruralis shall then deduct the costs of the Photographic Service, until fully offset, from the Property Revenue that the Landlord obtains through bookings made through the Service. It is understood that the performance of the Photographic Service before the first Publication of the Property is mandatory. Subsequently, if the Landlord deems it necessary to carry out an additional Photographic Service, or if Ruralis deems it necessary, in its sole discretion, to carry out an additional Photographic Service, the provisions set forth for the first Photographic Service shall apply. It is understood that the Landlord shall own the photographs that make up the Photographic Service. It is further understood that the Landlord grants to Ruralis and the Retail Platforms, with respect to each photograph that makes up the Photographic Service and to the Photographic Service as a whole, all rights of use for promotional, advertising and sales purposes, as well as for the purpose of Publication and for the purpose of performing these Terms and Conditions.

3. Ruralis may conduct verifications in order to check the regularity and completeness of the information provided by the Landlord and contact the Landlord in case clarifications or further information are needed. Ruralis, upon request of the Landlord, may also provide guidance to the Landlord in order to support the Landlord in determining rental pricing, it being understood that the ultimate determination shall remain the sole responsibility of the Landlord.

4. Ruralis may determine, in its sole discretion, that it needs to perform routine and/or extraordinary maintenance activities for the Service, thus making it unavailable for use for some time. Where scheduled maintenance activities are involved, Ruralis will provide prior notice to the Landlord of the maintenance activity and the unavailability of the Service. In the event of necessary unscheduled activity, Ruralis may perform such activity without providing prior notice. Such necessary unscheduled activity may be due to technical issues caused by malicious actions of third parties, improper use of the Service by the Landlord or other users of the Service, Force Majeure events, or otherwise. Ruralis will have no liability related to any such maintenance activities whether or not notice is provided.

5. Ruralis, by way of an example and not an exhaustive list, does not engage in 1) the administrative, operational or financial management of property or 2) tasks related to the conclusion or management of leases, collection of rents, ordinary or extraordinary maintenance of Property, or 3) the management of relations with tenants, Tourists, suppliers or public administrations on behalf of the Landlord or any other party, and will have no liability related to its provision or assistance with any of the above activities provided at the Landlord’s request.

Ruralis may provide the Landlord Additional Offerings aimed at simplifying the Landlord’s management of the Property and assisting in the Landlord’s compliance with regulatory obligations or operational optimization. Any Additional Offerings will be subject to separate negotiation, with specific economic conditions and mode of delivery.

1. Annual Subscription. The Landlord shall pay Ruralis the Annual Subscription. Unless otherwise provided when the Landlord agrees to these Terms and Conditions as documented during the sign up process, the Annual Subscription will be (i) One Hundred and Eighty-Five Dollars ($162.00) per year for each Unit of Property, plus applicable Tax, and (ii) One Hundred Dollars ($88.00) per year for each Multi-unit of Property, plus applicable Tax. Ruralis reserves the right to offer promotions, discounts, or customized commercial terms, including for limited time periods. In such cases, the actual fee due by the Landlord shall be the amount set forth in the relevant commercial proposal. Any promotions or discounts shall apply exclusively for the duration and under the terms specified in the respective offer, and shall not automatically extend to subsequent renewals unless expressly indicated otherwise. The first Annual Subscription will be due upon the Landlord’s acceptance of these Terms and Conditions. Payment of this Annual Subscription is a condition precedent to the Landlord’s use of the Service. The Annual Subscription shall automatically renew in perpetuity until these Terms and Conditions are terminated by a Party in accordance with the terms herein. The Annual Subscription for any subsequent years will be due and payable on the date these Terms and Conditions are renewed. Ruralis may automatically debit subsequent Annual Subscriptions from the Landlord’s account and/or deduct such Annual Subscription from any fees due to the Landlord by Ruralis. The Landlord shall promptly pay any portion of the Annual Subscription not debited by Ruralis. In the event of Landlord’s failure to make any Annual Subscription payment amount within seven (7) days of the renewal date, including due to insufficient funds in the Landlord’s accounts, Ruralis may suspend the Service until such failure is cured. If the Annual Subscription is not paid in full within twenty-one (21) days of the renewal date, Ruralis may elect to terminate these Terms and Conditions. Ruralis’s rights hereunder are in addition to any other rights and remedies available to it pursuant to these Terms and Conditions and at law.

2. Ruralis Commission. Unless otherwise provided when the Landlord agrees to these Terms and Conditions as documented during the sign-up process, the Ruralis Commission will be equal to ten percent (10%) of the Sale Price plus any applicable taxes and governmental fees. The Ruralis Commission will be calculated and paid as follows:

• The Tourist pays the Sale Price directly to the Retail Platform for the Rental;
• The Retail Platform then deducts from the Sale Price the Retail Platform Fees;
• The Sale Price, after deducting the Retail Platform Fees, is then submitted to Ruralis;
• Ruralis thereafter deducts the Ruralis Commission from this amount.
  

3. Referral Program. Ruralis may make available to a Landlord already under contract with Ruralis a unique personal referral link through which such Landlord may refer a new Landlord to Ruralis. Ruralis shall recognize a referral bonus in favor of the referring Landlord and the referred new Landlord, provided that the referred new Landlord registers through such referral link, enters into the applicable agreement with Ruralis, pays the Annual Subscription, and completes the Publication of the Property. Such referral bonus shall be equal to $250.00 in favor of the referring Landlord and $100.00 in favor of the referred new Landlord, and shall be granted exclusively in the form of credit, to be applied until exhausted as an offset against the Ruralis Commission accrued on completed bookings. For the avoidance of doubt, the referral bonus is non-transferable, not redeemable for cash, and shall be granted only once for each validly referred new Landlord.

4. Property Revenue. The Property Revenue equals the amount remaining following the deduction of the Ruralis Commission. Ruralis will pay to the Landlord the Property Revenue within five (5) business days after deducting the Ruralis Commission. Ruralis will pay the Property Revenue to the then-current bank account designated by the Landlord within the Service. The funds may be credited to the Landlord’s bank account and become visible within five (5) business days from the date Ruralis initiates the payment, depending on the processing times of the beneficiary’s bank. Within five (5) business days from the date of Check-out, Ruralis will transmit to the Landlord, via the Service, a statement with a summary of Ruralis Fees, Retail Platform Fees and any additional agreed upon costs. Revenue from Rentals will be viewable by the Landlord directly within the Service. The Landlord will have real-time access to up-to-date earnings information, transaction details, and payment history for complete and immediate control of its financial situation. In the event the Landlord disputes any amount, it shall report such amount to Ruralis within fifteen (15) days from the date of payment. Any amount following this fifteen (15) day period will be considered accepted without reservation. Ruralis reserves the right to suspend or delay payment of the Property Revenue in the following cases: (i) disputes or issues related to the Rental, such as a Tourist complaint or damage report; (ii) violations of these Terms and Conditions; or (iii) incorrect or outdated bank or tax information from the Landlord.

5. Cancellation Fees. The Landlord acknowledges and agrees that the Retail Platforms may impose a penalty or other charge in connection with the Landlord’s cancellation of any Rental. In addition, in the event of such a cancellation, the Landlord shall also pay Ruralis an additional amount equal to the amount of 10% + applicable taxes, if any, calculated on the penalty and/or other charges levied by the Retail Platform, subject to greater damages. The Landlord shall also assume all related liability to the Tourist and, subject to any other remedy provided for in these Terms and Conditions and by law, shall indemnify and hold harmless Ruralis for such cancellation. In the event that a new Landlord already has reservations on existing platforms at the time of his or her registration with Ruralis, these reservations will be handled directly by Ruralis, which will therefore be entitled to payment of the Ruralis Commission.

6. Late Payments. Late payments may incur interest at the maximum rate allowed by law, calculated from the due date until payment is made in full, including the period where the Parties are engaged in dispute resolution through mediation or court.

7. Non-Cancellable and Non-Refundable Fees. All fees are non-cancellable and non-refundable, except in the event of early termination by the Landlord due to a material breach by Ruralis. In such cases, Ruralis will refund any prepaid Annual Subscription fees paid for services not yet delivered as of the termination date.

8. Disputed Payments. In the absence of any disputes or amounts mandatorily withheld by law, all payments must be settled in full by the Landlord in accordance with these Terms and Conditions. Undisputed invoice(s) from Ruralis must be paid by the date stipulated without any set-off, deduction, or withholding. To dispute an amount due, the Landlord must notify Ruralis in writing within fifteen (15) days providing a clear explanation of the dispute. Ruralis agrees to review and consider the dispute in good faith and provide a determination within a reasonable timeframe. Any undisputed portion of the invoice must still be paid by the due date.

9. Applicability of Taxes. All fees and charges under these Terms and Conditions are exclusive of applicable taxes, levies, duties, or similar governmental charges, such as sales tax, goods and service tax, or use tax (collectively, “Taxes”), which shall be paid by the Landlord at the rate and in the manner prescribed by law. If Ruralis is legally required to collect Taxes on behalf of a taxing authority, the Landlord shall reimburse Ruralis for such amounts collected. If applicable, the Landlord shall promptly provide Ruralis with a valid tax exemption certificate authorized by the appropriate taxing authority.

The Landlord shall comply with the following obligations. In addition, the Landlord represents and warrants the following and its compliance thereof.

• The Landlord will comply with all applicable laws in performing its obligations or exercising its rights in these Terms and Conditions and that it has the legal power and authority to enter into these Terms and Conditions.
• The Landlord is the rightful owner of the Property and/or has the full right to manage and rent it to Tourists, without infringing on the rights of third parties.
• The Property complies with all applicable tourism, safety, sanitation, zoning, environmental, climate, and local regulations, including any permits, licenses, and classifications required by law for the accommodation business being conducted.
• The Landlord shall fulfill its obligations to the Tourist and behave in a proper and compliant manner towards the Tourist. The Landlord will comply with all applicable federal, state, and local laws relating to non-discrimination, equal opportunity, and civil rights. The Landlord will not discriminate against any person or group on the basis of race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, disability, veteran status, or any other status protected by applicable law. This obligation includes, without limitation, compliance with the Americans with Disabilities Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, and all other applicable anti-discrimination laws and regulations. Any breach of this section will constitute a material breach of these Terms and Conditions.
• All information provided by the Landlord about the Property (including descriptions, pictures, services offered, prices, and availability) is true, current, and not misleading.
• The Landlord shall maintain the Property in adequate condition to accommodate the Tourists, with standards of cleanliness, hygiene and safety in accordance with applicable regulations and reasonable expectations of Tourists.
• The Landlord will be solely responsible for: (i) the cleaning of the Property; (ii) welcoming the Tourist; (iii) the maintenance of the Property. The Landlord also agrees to promptly communicate with Ruralis and report any event (e.g., disruptions) that may impact the Rental, and to respond promptly to any request for information made by Ruralis.
• The Landlord shall comply with the reservations made by the Tourists, applying all conditions advertised on the Service and the Retail Platforms.
• The Landlord shall be solely responsible for the proper management of all tax obligations arising from the Property and the Rentals, including the payment of any tourist tax, if applicable. The Landlord is also responsible for any other charges, including taxes, related to the type of activity it carries out, as well as the payment of any penalties.
• The Landlord shall be solely responsible for any damages, inefficiencies or defaults to the Tourists arising from the operation of the Property or failure to comply with the commitments made.
• The Landlord shall use the Service with the utmost diligence, and otherwise in compliance with these Terms and Conditions and/or the law. In particular, the Landlord will use the Service in a manner that does not cause technical problems and/or cause any harm or damage, for any reason whatsoever, to Ruralis, Tourists, Retail Platforms, or other third parties.
• The Landlord may only register one account on the Service unless otherwise agreed to by Ruralis in writing.
• Use of the Service is permitted only by the Landlord (including Landlord’s designated employees or contractors) who therefore may not authorize third parties to use Landlord’s account, except where expressly permitted. The Landlord will be responsible for the securing and keeping its credentials confidential.
• The Landlord will use the Service only for its internal business purposes and not for commercial resale or distribution to third parties.
• The Landlord shall provide information regarding the Properties that is truthful to the best of the Landlord’s knowledge. The Landlord shall promptly inform Ruralis of any change in the information communicated and the Landlord will be responsible and liable for any inaccurate or outdated information. The Landlord may at any time request the deletion of the personal data communicated by clicking in the "DELETE PERSONAL DATA" section.
• The Landlord shall promptly notify Ruralis via the Service of any errors in the Service or related support or other services, which notice shall include the details so that Ruralis can reasonably identify the error. If the Landlord is unable to send such notice through the Service due to such error, the Landlord shall then send the notice via email to info@ruralis.com. Ruralis shall thereafter use commercially reasonable efforts to repair or replace the non-conforming portion of the Service or re-perform the support or related services. If repair, replacement, or re-performance is not feasible, the Landlord may terminate the affected Service and receive a pro-rata refund for any unused Annual Subscription fee paid by the Landlord. Ruralis will in no way be liable for any damage caused directly or indirectly to the Tourist and/or by the Landlord. These remedies are the Landlord’s sole and exclusive remedies related to errors in the Service or related support or other services.
• The Landlord shall not copy, modify, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to identify, discover, or obtain any source code, underlying algorithms, or technical information of the Service, except to the extent expressly permitted by applicable law.
• The Landlord shall not copy, store, or alter in any way the data and information of the Tourists without the express consent of the Tourists, except as provided by law.
• The Landlord shall not develop a product or service that is substantially similar to the Services, nor shall Landlord use the Service to build, train, or configure any artificial intelligence model.
• The Landlord shall not use Ruralis' names, logos, products, or trademarks, except as expressly permitted in writing or otherwise provided herein.
• The Landlord shall not use the Service in breach of applicable law, regulations, and the Documentation.
• The Landlord shall refrain from accessing, uploading, storing, or transmitting any viruses, malicious code, spam, or material that is false, unlawful, abusive, obscene, defamatory, harmful, or otherwise inappropriate.
• The Landlord shall promptly notify Ruralis if the Landlord becomes aware of any unauthorized access to the Service that may impact the security, stability or integrity of Ruralis’s systems or other users.
• The Landlord understands and agrees that engaging competitive third-party services or the Tourist directly or through third-parties would negatively affect Ruralis’s ability to realize its consideration under these Terms and Conditions. As such, the Landlord agrees that it will not publish and/or advertise the Property directly through third-party platforms, or engage other intermediaries or otherwise. In addition to any other remedy provided for in these Terms and Conditions as well as by law, the Landlord shall pay Ruralis a fee of two thousand dollars ($2,000.00) for each breach of this provision. The Landlord further agrees that that it shall not engage with the Tourist directly or through third parties with regard to the booking conditions for the Rental. Further, Ruralis shall direct a Tourist that returns for an additional stay at a Property to the Retail Platforms through which Ruralis manages the Property rentals. In addition to any other remedy provided for in these Terms and Conditions as well as by law, the Landlord shall pay Ruralis an amount equal to the amount Ruralis would otherwise have realized if the Tourist had booked the Rental through one of Ruralis’s listings for the Property. In addition, Ruralis may elect to immediately terminate these Terms and Conditions and delete the Landlord’s account for the Service.

1. In the event of a claim, the insurance coverage made available by the OTA on which the Owner’s property has been listed shall apply from time to time, in the cases and within the limits provided for under such coverage. By way of example only, if the OTA on which the property has been listed provides liability insurance covering personal injuries suffered by guests at rented properties, then, upon the occurrence of a claim, the injured party may benefit from the coverage offered under the policy arranged by the OTA. Likewise, again by way of example only, if the OTA on which the property has been listed provides insurance protecting property owners against damage to the building and/or its contents caused by guests, then, upon the occurrence of a claim, the Owner may benefit from the coverage offered under the policy arranged by the OTA.
2. For information purposes only, in the event of material damage to the Owner’s property and/or its contents, reimbursement is generally available up to $5,000.
3. For details of the specific coverage offered by each OTA, reference should be made to the relevant terms and conditions.

Ruralis will maintain appropriate administrative, physical, technical, and organizational safeguards to protect the integrity of Content and the Service. Such controls may include the use of anti-intrusion security protocols and data encryption systems. Ruralis agrees to notify the Landlord of any security breaches that adversely impact the Content as soon as practicable after becoming aware of such security breach.

1. Ownership of the Service and Documentation. Ruralis or its third-party licensors own all intellectual property rights in and to the Service and Documentation, including any modifications or derivatives.
2. Ownership of Photographs. As between the Landlord and Ruralis, the Landlord owns the photographs resulting from the Photographic Service. If by operation of law or otherwise a professional photographer retains ownership of such photographs, Ruralis shall ensure such professional photographer provides to the Landlord a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such photographs in any manner it deems appropriate.
3. Ownership of Feedback. The Landlord acknowledges that any intellectual property rights related to the Service or Documentation that arise from the Landlord’s requests, suggestions, or ideas (“Feedback”) will vest in Ruralis. In no event will such Feedback be deemed a work-made-for-hire; as such, Ruralis may use, modify, and incorporate such Feedback into its products or services in any manner Ruralis deems appropriate. If the Feedback includes the Landlord’s Confidential Information, Ruralis does not own that information and will handle it in accordance with the Confidentiality Section in these Terms and Conditions.
4. Publicity. The Landlord hereby grants Ruralis and the Retail Platforms a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license to use its information, name, logo, domain name, trademarks, materials and images during the Term in materials for promotional, advertising and sales purposes, as well as for the purpose of Publication, and for the purpose of performing the Terms and Conditions.
5. Content. The Landlord grants Ruralis the rights necessary for Ruralis to use Content as necessary to (i) fulfill Ruralis’s obligations under these Terms and Conditions, including the transmission of the Content to the Retail Platforms, and (ii) anonymize and aggregate Content (and related usage data) with similar information from other customers to improve, develop, or offer new services, tools, or insights that align with the Service. The Landlord is solely responsible for the content, quality, legality, and accuracy of the Content, and shall obtain all necessary consents before sharing the Content with Ruralis.

The Landlord shall comply with all applicable export control laws and regulations, sanctions, embargoes, restrictive state lists and measures, and shall not permit access to or use of the Service by an organization or individual identified on any government denied-party list or that is owned or controlled by an organization or individual on a denied-party list.

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RURALIS DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. 
2. Except as expressly provided herein, the Service, support, and materials are provided on an “AS IS” and “as available” basis. Ruralis makes no warranty that the Service, Documentation, or results of use will (a) meet the Landlord’s or any third party’s requirements; (b) operate without interruption; (c) achieve any intended result; or (d) be error-free.

1. Ruralis’s total aggregate liability arising under or in connection with these Terms and Conditions shall not exceed fees paid or payable in the twelve (12) month period immediately preceding the first event giving rise to a claim.
2. The limitations and exclusions herein will apply regardless of the legal basis of the claim, including contract, tort (including negligence), statute, strict liability, or any other legal theory.
3. Ruralis will have no liability if any loss or damage arises from:
   
   • using or causing the Service to be used in a way that is outside the scope of these Terms and Conditions and accompanying Documentation including, without limitation, for purposes of unfair competition, harassment or defamation;
   • unauthorised modifications or alterations to the Service, whether directly or materially caused by the Landlord;
   • negligence, misuse, or omission by the Landlord;
   • delays, delivery failures, or any other loss or damage resulting from the transfer of data over third-party communications networks and facilities, including the internet;
   • temporary interruption of operation for maintenance or upgrade purposes; or
   • the Landlord’s failure to determine its compliance with applicable laws in its use of the Service.
4. In no event will Ruralis be liable for (a) any indirect, special, or consequential damages; or (b) whether incurred directly or indirectly, any loss of profits, revenue or goodwill, anticipated savings, or wasted expenditure (and even if advised of the possibility of such losses).
5. Notwithstanding anything to the contrary, the limitations and exclusions of liability set forth in these Terms and Conditions do not apply to fraud or wilful misconduct, or any other liability that cannot be excluded or limited under applicable law.

1. Indemnification by Landlord. The Landlord will indemnify, defend, and hold harmless Ruralis and its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to any third-party claim, suit, action, or proceeding to the extent arising from or relating to: (a) the Property including, without limitation, the Tenant’s use of (or inability to use) the Property; (b) the Landlord’s use or misuse of the Service; (c) any Content, data or materials provided by the Landlord, including the infringement, violation, or misappropriation of any intellectual property rights or privacy rights of a third party; (d) any Retail Platform claim related to the Property, (e) the Landlord’s breach of this Agreement, applicable law, or regulation; or (f) the Landlord’s gross negligence, willful misconduct, or fraud.
2. Indemnification by Ruralis. Ruralis will defend any suit or action brought against the Landlord for any third-party claim that the Service directly infringes such third party’s U.S. patent, copyright, or trademark, or misappropriates such third party’s trade secret. Notwithstanding the foregoing, Ruralis will have no liability or obligations under this section for any infringement claim to the extent that it results from: (i) modifications to the Service made by a party other than Ruralis or a party under its direct control; (ii) the combination, operation, or use of the Service with unauthorized third-party products, software, services, or materials; (iii) use of the Service in breach of the Terms and Conditions; or (iv) any Content, designs, instructions, specifications, or similar materials provided by the Customer.
   In the event of an infringement claim or Ruralis’s reasonable belief that an infringement claim may arise, Ruralis, at its option and expense, may: (i) procure the right for the Landlord to continue using the Service in accordance with the Terms and Conditions; (ii) make modifications to or replace the Service so that it becomes non-infringing without incurring a material reduction in performance or functionality; or, (c) if (a) or (b) are not commercially feasible, terminate the Landlord’s right to use the infringing Service and refund the remainder of any Annual Subscription.
3. The indemnified Party will promptly notify the indemnifying Party of any indemnifiable claim, permit the indemnifying Party to control the defense and settlement (except that no settlement may impose any liability or obligation on an indemnified Party without their prior written consent), and reasonably cooperate at the indemnifying Party’s expense.
4. The obligations under this section will survive termination or expiration of this Agreement.

1. Each Party may share Confidential Information with the other in connection with these Terms and Conditions. Confidential Information does not include publicly available information obtained without breach of these Terms and Conditions or any information that: (a) was known by the receiving Party on a non-confidential basis before disclosure, (b) was lawfully obtained from a third party without confidentiality obligations, or (c) is independently developed without reference to or use of the disclosing Party’s information.
2. The receiving Party agrees to use Confidential Information solely for purposes of these Terms and Conditions, to protect it using at least the same level of care as it uses for its confidential information, and to limit the disclosure to its employees, contractors, or agents who need to know it to fulfil obligations under these Terms and Conditions and are bound by confidentiality obligations. The receiving Party may disclose Confidential Information if required by law, provided it promptly notifies the disclosing Party (if permitted) and cooperates to minimize the disclosure. Upon termination of these Terms and Conditions, the receiving Party will, upon written request, destroy or return Confidential Information, except as required for legal or regulatory purposes or archival practices.

1.  Term. These Terms and Conditions commence on the Start Date and remain in effect through the Term. The initial term begins on the Start Date and lasts for 12 months. Thereafter, the subscription will automatically renew for successive 12 month terms unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
2. Termination Rights. Either Party may terminate these Terms and Conditions immediately by giving written notice to the other Party if: (a) the other Party commits a material breach of these Terms and Conditions that is not remedied within thirty (30) days of receiving written notice specifying the breach and requiring it to be remedied; (b) the other Party engages in persistent breaches which, when taken together, can reasonably be considered to constitute a material breach and shall be subject to the remedy period set out above; or (c) the other Party is unable to pay its debts when they fall due or admits inability to pay its debts, becomes insolvent, files for bankruptcy, or undergoes similar proceedings.
   Further, the Landlord may terminate these Terms and Conditions at any time by providing Ruralis fifteen (15) days prior written notice. In the event of such termination, Ruralis will issue to the Landlord an invoice equal to the total amount of fees due for active and future bookings at the time of termination, including any cancellation fees (if applicable). No portion of the Annual Subscription fee will be refunded. Ruralis will have no obligation to provide the Service following termination, and will (i) promptly delete the Landlord’s accounts created by Ruralis without any possibility of redemption by the Landlord, with the understanding that existing reservations will be maintained, and (ii) accounts already owned by the Landlord on the date of the start of collaboration with Ruralis will be returned and Ruralis will provide this information to the Landlord.
3. Suspension of Services. In addition to any other rights of suspension as provided in these Terms and Conditions, Ruralis may immediately suspend or limit the Landlord’s use of the Service under the following circumstances: Any fees due to Ruralis are overdue by seven (7) days or more; Ruralis becomes aware of, or has valid reason to believe, the Landlord is engaging in unlawful or inappropriate use of the Service; Ruralis determines that the Landlord’s use may (i) adversely impact the Service, (ii) compromise the security of Ruralis’s systems or those of other landlords, (iii) disrupt other landlords’ use of the Service, or (iv) infringe any third-party rights; or The Landlord’s use of the Service breaches these Terms and Conditions and such failure is not cured within thirty (30) days following notice thereof.
4. Mitigation. Ruralis will take reasonable steps to mitigate and minimize the duration of any suspension of the Service. Access to the Service will be restored promptly once the underlying issue is resolved to Ruralis’s reasonable satisfaction.

1. Headings. Section, schedule, and paragraph headings will not affect its interpretation.
2. References. Reference to a person includes a natural person and an incorporated or unincorporated body (whether having a separate legal personality or not). Reference to legislation or any legislative provision is a reference to the same as amended, extended, or re-enacted in the future and includes all legislation made under such legislation now or in the future. Reference to writing or written includes email and any notifications given through the Service.
3. Notices. Formal notices under these Terms and Conditions must be in writing and sent to the email or postal address of the other Party as indicated in these Terms and Conditions, on the Service, or as otherwise provided by a Party.
4. Third parties. Only Parties to these Terms and Conditions have the right to enforce any of its terms.
5. No Partnership. Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership, joint venture, agency, fiduciary relationship, or other form of legal association between the Parties. Neither Party shall have any authority to bind or obligate the other Party in any manner unless expressly agreed in writing.
6. Assignment. The Landlord may not assign these Terms and Conditions without the prior written consent of Ruralis.
7. Waiver. If a Party fails to enforce a right under these Terms and Conditions, that will not be deemed a waiver of that right at any time.
8. Governing Law and Consent to Jurisdiction and Venue. The laws of the State of Delaware, without reference to its conflict of laws provisions, govern these Terms and Conditions. Any controversy or claim arising out of or relating to these Terms and Conditions, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. You expressly waive any right that you may have to a trial by jury in a dispute arising under these Terms and Conditions.
9. Force Majeure. Neither Party will be considered in breach of these Terms and Conditions if a delay in meeting their obligations is caused by something beyond their reasonable control. This includes, but is not limited to, strikes, industrial disputes, utility or transport failures, natural disasters, war, riots, vandalism, compliance with laws or government orders, terrorist acts, internet or communication network failures, cyberattacks, fires, floods, or storms. The affected Party must inform the other Party as soon as possible and resume their obligations as soon as the issue is resolved.
10. Entire Agreement. These Terms and Conditions, including any documents that are referenced throughout the Terms and Conditions, constitute the entire agreement between the Parties and replaces any pre-contractual agreements, warranties, conditions, duties and obligations.
11. Severability. If any provision in these Terms and Conditions is determined to be unenforceable, invalid, frustrated, or otherwise beyond the scope permitted by law, the remainder of the Terms and Conditions shall remain operative.
12. Survival. The rights and obligations of the Parties under these Terms and Conditions that by their nature or context are intended to survive termination or expiration of these Terms and Conditions will remain in effect, including but not limited to Sections related to Fees, Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, and Governing Law.

By providing your phone number, you agree to receive SMS messages from Ruralis for onboarding, call scheduling, service updates, and occasional promotions. Message frequency varies. Standard message and data rates may apply. You can opt-out of our SMS service at any time by replying "STOP" to any message you receive. After texting "STOP", we will send a single confirmation message, and you will no longer receive SMS from us. If you need assistance, reply "HELP" or contact us at info@ruralis.com. Mobile carriers are not liable for delayed or undelivered messages. Regarding your privacy, no mobile information will be shared with third parties or affiliates for marketing or promotional purposes. All text messaging originator opt-in data and consent will be kept strictly confidential and will not be shared with any third parties.