Terms of Service

Last revised: June 03, 2024

MROSCANNER OFFERS AN ONLINE MARKETPLACE FOR THE AVIATION IDUSTRY, FACILITATING EQUIPMENT RENTAL AND ACQUISITION.

BY ACCESSING OR USING THE SERVICES IN ANY CAPACITY, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS, AS WELL AS ANY AND ALL POLICIES, WHETHER OR NOT YOU BECOME A USER. BY ACCESSING THE SITE, ANY APPLICATION(S), OR OTHERWISE INTERACTING WITH THE PLATFORM IN ANY WAY, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO, AND MUST IMMEDIATELY REFRAIN FROM USING THE SITE, ANY RELATED APPLICATIONS AND/OR THE SERVICES AS FURTHER DEFINED HEREIN.

These terms and conditions constitute a binding legal agreement (the “Terms”) which govern access to and use of any MROScanner (legal entity registered in Estonia with reg. no. 16179587, offices at Valukoja 8/2, Tallinn, 11415), and its successors, assigns, subsidiaries or affiliates (collectively, “MROScanner”, “we”, “our” or “us”): (a) website(s), information, blog(s), products and services (collectively, the “Site”) and (b) mobile application(s) (collectively, “Applications”) by individuals or entities, as applicable, who (i) utilize the Platform in any way, shape or form, (ii) subscribe to, or purchase, as applicable, any form of services offered by MROScanner (“Subscriptions”) or (iii) create an account (“Account”) either as: (i) a renter or purchaser, as applicable, of Equipment (defined below) and their Authorized Users, if applicable (collectively, a “Customer”), (ii) an owner of Equipment and their Authorized Users, if applicable (collectively, an “Owner”) or (iii) both. For the purpose of these Terms, Customers and Owners shall hereinafter be collectively referred to as “Users”. Collectively, the Site, Applications, Platform and Subscriptions shall be referred to herein as the “Services”. By using the Services, Users accept these Terms (whether personally, for and on behalf of an entity, or otherwise). For the purposes hereof, an “Authorized User” includes any entity, whether an individual (i.e. natural person) or otherwise, whether an employee, business partner, contractor, agent or other representative of a User who is registered or permitted by said User to use any one (1) or more of the Services for, or on behalf of, said User.

We reserve the right to update and change these Terms at any time and for any reason in our sole, absolute and unfettered discretion. If MROScanner makes changes to the Terms, it will provide you with notice of such changes by updating the date at the top of these Terms. You are hereby advised to periodically check these Terms for any updates or changes that may impact you.

Supplemental terms may apply to certain options or offers available through the Services from time to time. Supplemental terms are in addition to and shall be deemed to be an integral part of, the Terms for the purposes of the applicable option or offer. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable option or offer only.

1. Policies

Any and all policies of any nature or kind whatsoever adopted by MROScanner from time to time relating to the use of the Services including, but not limited to, the following policies enumerated below (collectively, “Policies”) also apply to you and form an integral part of the Terms and are incorporated herein by reference, as same may be amended from time to time. For clarity, reference to the Terms shall also include any and all Policies adopted by MROScanner from time to time. Should a determination be required at any time relating to your compliance herewith or with any Policies (individually or collectively, each a “Determination”), you agree that MROScanner shall make such Determination in our sole, absolute and unfettered discretion. You also hereby represent and warrant that you have reviewed each Policy and hereby covenant and agree to be bound thereby as a material condition of using the Services.

Users acknowledge and agree that reference to certain select Policies can be found below for ease of use only and that the below is not an exhaustive list:

• Pricing Policy
• Privacy Policy
• Extras Policy
• Eligibility and Maintenance Policy

2. Introduction

MROScanner provides Users with access to an online equipment marketplace platform (the “Platform”) that allows you to connect with other Users for the purposes of facilitating any form of permitted transaction involving Equipment, as same may be determined by MROScanner from time to time in our sole, absolute and unfettered discretion, through the Services including, without limitation, the Platform (individually or collectively, a “Transaction”) which may include, without limitation, lease, rental, acquisition or sale of Equipment as defined below. The Platform enables, amongst other things: (i) Owners to publish information about Equipment for rent, sale or as may be otherwise permitted in contemplation of entering into a Transaction with a Customer; (ii) Customers to search the Platform for Equipment to rent and/or purchase or engage in such Transaction as may be otherwise permitted from time to time; and (iii) any other individual or entity who opens an Account and/or utilizes or accesses the Platform with or without an Account to view and interact with same. As the provider of the Platform only, MROScanner does not own, control, offer, manage or independently verify any part or portion of the following pieces of information:

Details regarding any Equipment listed on the Platform;

Information provided by any Owner;

Information provided by any Customer.

Content of any Transaction including, but not limited to, any form of rental, sale or other type of agreement that may be required by an Owner; or

Content or adequacy of any insurance and/or loss damage waiver of any kind or description, if any, that may be required by an Owner as part of any Transaction.

Without limitation, MROScanner’s Services permit Users to connect with each other through:

(i) traditional online marketplace interactions (where Owners post and/or advertise Equipment for rent, lease or sale, under prescribed Transaction terms); and

(ii) reverse-style online marketplace interactions (where Customers post and/or advertise Equipment leads or requests for rent, lease or purchase that Owners may submit proposed Transaction terms for acceptance by Customers).

YOU UNDERSTAND THAT MROSCANNER DOES NOT OWN, MANUFACTURE, STORE, REPAIR, MAINTAIN OR INSPECT ANY EQUIPMENT LISTED AND/OR TRANSACTED THROUGH OUR SERVICES. MROSCANNER IS NOT AN EQUIPMENT RENTAL, SALE OR AUCTION COMPANY. MROSCANNER PROVIDES ONLY THE CHANNEL THROUGH WHICH INDEPENDENT OWNERS LIST THEIR EQUIPMENT AND ENGAGE IN TRANSACTIONS WITH CUSTOMERS SUBJECT TO THESE TERMS. ANY LEGAL CLAIM WHATSOEVER RELATED TO ANY PIECE OF EQUIPMENT INVOLVED IN A TRANSACTION FACILITATED THROUGH OUR SERVICES MUST BE BROUGHT DIRECTLY AGAINST THE OTHER USER. YOU IRREVOCABLY RELEASE MROSCANNER FROM ANY AND ALL CLAIMS RELATED TO EQUIPMENT RENTED, LEASED OR SOLD THROUGH OUR SERVICES INCLUDING FOR DEFECTS AND MISREPRESENTATIONS.

NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN, USERS ACKNOWLEDGE AND AGREE THAT:

MROSCANNER STRICTLY PROVIDES THE SERVICES TO INTRODUCE, CONNECT AND STRUCTURE THE TRANSACTION BETWEEN OWNERS AND CUSTOMERS FOR ANY EQUIPMENT TRANSACTION PERMITTED THROUGH THE PLATFORM FROM TIME TO TIME. USERS MAY ENGAGE IN SUCH TRANSACTIONS AS THEY DEEM FIT SUBJECT TO ANY LIMITATIONS SET OUT HEREIN. FOR CLARITY, REFERENCE TO THE PLATFORM SHALL INCLUDE ANY EMBEDDED LISTINGS INCORPORATED INTO ANY OTHER WEBSITE OR APPLICATION UTILIZING, LEVERAGING OR OTHERWISE INTEGRATING THE PLATFORM;

NOTWITHSTANDING ANYTHING ELSE HEREIN CONTAINED, MROSCANNER IS NOT A PARTY TO ANY AGREEMENTS CONCLUDED BETWEEN ANY OWNER AND ANY CUSTOMER RELATING TO ANY FORM OF TRANSACTION INVOLVING THE SERVICES IN ANY WAY, SHAPE OR FORM IRRESPECTIVE OF WHETHER OR NOT SAID TRANSACTION WAS COMPLETED THROUGH THE PLATFORM IN WHOLE OR IN PART. MROSCANNER SHALL NEVER BE CONSTRUED TO BE A PARTY TO ANY TRANSACTION INVOLVING EQUIPMENT, AS DEFINED IN THE TERMS, FOR ANY PURPOSE SAVE AND EXCEPT TO PERFORM ITS CORE FUNCTION AS SOFTWARE SERVICE PROVIDER. ALL USERS HEREBY AGREE TO FULLY INDEMNIFY AND HOLD MROSCANNER COMPLETELY HARMLESS FOR ANY AND ALL MATTERS RELATED TO ANY LEASE OR SALE TRANSACTION FOR WHICH THE SERVICES WERE UTILIZED.

MROSCANNER IS NOT A PARTY TO ANY LEASE, RENTAL AGREEMENT, RENT-TO-BUY AGREEMENT, AGREEMENT OF PURCHASE AND SALE AND/OR ANY OTHER FORM OF LEGAL AGREEMENT RELATING TO ANY TYPE OF TRANSACTION FACILITATED THROUGH THE PLATFORM WHICH MAY BE CONSTITUTED AS A RESULT OF THE USE OF, OR RELIANCE ON, THE SERVICES INCLUDING, WITHOUT LIMITATION, MROSCANNER’S STANDARD RENTAL OR PURCHASE TERMS.

THE ACT OF PROVIDING CUSTOMER SERVICE AND/OR TECHNICAL SUPPORT TO USERS OF THE PLATFORM TO, WITHOUT LIMITATION, CONNECT OR FACILITATE A TRANSACTION OF ANY KIND RELATES TO THE SERVICES ALONE AND NOT THE EQUIPMENT ITSELF; AND

MROSCANNER HAS NO CONTROL OVER, AND IS NOT LIABLE FOR, THE CONDUCT OF ANY OTHER USERS OF THE SERVICE, OR ANY THIRD-PARTY PROVIDERS OF RELATED GOODS OR SERVICES RETAINED BY USERS INCLUDING, WITHOUT LIMITATION, OWNERS, CUSTOMERS, PURCHASERS, CARRIERS, DELIVERY PERSONNEL, EQUIPMENT MANUFACTURERS, EQUIPMENT OPERATORS AND ANY OTHER THIRD-PARTY SERVICE PROVIDERS RETAINED BY ANY USERS.

The Platform is accessible through any of the Services including, without limitation: (i) online using MROScanner’s Site at www.mrocanner.com and app.mroscanner.com (or such other similar domain(s) as may be owned and operated by MROScanner from time to time, as applicable and (ii) through our available Applications. By accessing or using the Services, including by communicating with us or other Users, you agree to comply with, and be legally bound by, the provisions of these Terms and applicable Policies, whether or not you become a registered User of the Services or Account holder.

When we refer to “Equipment” in the Terms this will cover all classes of equipment, machinery, vehicles, tools, accessories, manuals, consumables, relevant add-ons and any ancillary items which MROScanner, in its sole, absolute and unfettered discretion, allows: (a) Owners to offer for rent, sale or otherwise and (b) Customers to offer to rent, purchase or otherwise engage in a Transaction, from time to time. For clarity, Equipment does not include anything which is supplied by the Owner as part of the online marketplace listing to facilitate the rental, sale or any other permitted Transaction through the Platform of the Equipment (i.e. pictures, documentation, etc.).

The Services include a transaction specific “Message Center”, a one-to-one chat between Users. By using our Message Center, Users can arrange rentals, sales or any other permitted Transactions of Equipment. Users can also share documentation including, but not limited to, pictures, lease/sale agreements and/or additional Transaction terms, etc. pertaining to the contemplated reservation, sale or otherwise.

ALL USERS AGREE THAT, SUBJECT TO THESE TERMS, ANY FORM OF LEASE, RENTAL AGREEMENT, RENT TO BUY AGREEMENT, AGREEMENT OF PURCHASE AND SALE OR OTHER LEGAL AGREEMENT, AS APPLICABLE, RELATING TO ANY TRANSACTION (NOT INCLUDING THE PURCHASE OF ANY FORM OF SUBSCRIPTIONS FROM MROSCANNER) ON THE PLATFORM IS CONCLUDED DIRECTLY BETWEEN THE OWNER OF THE SUBJECT EQUIPMENT AND THE CUSTOMER IN SUCH MANNER AS THE RESPECTIVE PARTIES DETERMINE, WHETHER THROUGH THE MESSAGE CENTER, EXCHANGE OF FORMAL DOCUMENTS, OR RELIANCE ON THE EXPRESS TERMS OF THE SUBJECT EQUIPMENT LISTING AS POSTED BY THE APPLICABLE OWNER ON THE PLATFORM.

It is the sole responsibility of the Owner and Customer to directly negotiate the terms of any Transaction including, without limitation, the lease or sale of any particular item(s), and to verify any information either the Owner or Customer, as applicable, may require in order to conclude any form of legal agreement as between themselves to facilitate any such Transaction.

Rental Agreements

Users acknowledge and agree that:

(i) the standard Rental Terms shall apply with respect to any rental or lease Transaction completed using the Services;

(ii) Owners and Customers are free to create and use their own additional rental terms and/or modify the Rental Terms as they deem fit subject to the restriction that such terms, whether Owner Terms as defined below or not, must not conflict with the Rental Terms or the Terms. If Users decide to add Owner Terms then it must be uploaded to Transaction Details page;

(iii) the Rental Terms form an integral part of the Terms;

(iv) all obligations under the Rental Terms are obligations between the Customer and Owner and are not made by and do not legally bind MROScanner whatsoever;

(v) it is the User’s responsibility to review both the Terms and the Rental Terms in advance to determine whether same are suitable for your purpose; and

(vi) the Rental Terms, as a standalone or supplementary contract between a Customer and an Owner, is to be used at the respective Users’ sole risk and expense; and

(vii) Customers may be required by Owners to enter into one (1) or more separate agreements, waivers or terms and conditions prior to renting or purchasing Equipment and an Owner may place additional restrictions on the Customer’s booking, product or service through the Platform.

When using the Services as a Customer to transact a rental or lease of Equipment with an Owner, the Services will present the Customer with a Transaction summary page that confirms all details of the rental or lease (“Transaction Details”). By clicking “Accept terms” (or any other means of acceptance presented by the Services from time to time), the Customer agrees that the Rental Terms, any applicable Owner Terms and the Transaction Details page become part of the transaction terms.

As further set out in Section 18 herein, MROScanner does not guarantee: the existence, quality, safety or legality of items listed or advertised on the Platform; the truth or accuracy of Users’ content, listings or representations; the ability of Owners to conduct Transactions; the ability of Customers to pay for Transactions or that an Owner or Customer will actually complete a Transaction. Any guidance that is, or may be, provided at any time and from time to time by MROScanner as part of our Services is solely informational.

USERS ACKNOWLEDGE AND AGREE THAT MROSCANNER ACTS AS A DIGITAL TRANSACTION FACILITATOR AND SHALL BE COMPENSATED FOR THE SERVICES AS DEFINED IN THESE TERMS AND PRICING POLICY.

3. Independent Legal Advice/Representation

MROScanner strongly recommends all parties using the Services retain appropriate legal representation before entering into any form of legal agreements of any kind or description whatsoever.

MROScanner hereby advises all Users to consult a solicitor and obtain independent legal advice and/or independent legal representation concerning the advisability of: (i) using the Services in any way, shape or form and being bound by these Terms and/or (ii) entering into any Supplemental Agreement with MROScanner before executing it. If any User elects to use any of the Services or execute any Supplemental Agreements with MROScanner absent such independent legal advice and/or independent legal representation, then this shall constitute an express waiver of the right to same and such User agrees that it is hereby estopped from claiming it was not afforded this opportunity. All Users further acknowledge that any information provided by MROScanner is not to be construed as legal, tax or any other expert advice and Users are cautioned not to rely on any such information without seeking legal, tax or other expert advice.

4. Modification

MROScanner reserves the right, in our sole, absolute and unfettered discretion, to modify the Services, these Terms, or any Policies at any time, without notice and for any reason whatsoever. If we modify, in whole or in part, any of these Terms, we will update the “Last Revised” or “Last Updated” date at the top of these Terms. By continuing to access or use the Services after we have posted a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your sole recourse is to stop using and accessing the Services and close your Account.

If you have any questions for us concerning these Terms, or MROScanner in general, please contact us at info@mroscanner.com.

5. Eligibility

The Services are intended solely for persons who are of legal age in their relevant jurisdiction to rent and/or purchase Equipment offered via the Services. As a User, you represent and warrant that you are of legal age in your resident jurisdiction and competent to agree to these Terms. You are responsible for understanding and complying with all applicable laws, rules, regulations and contracts with third parties that apply to your rental and/or sale of Equipment.

Any use of the Services by anyone that does not meet the legal age requirement in their jurisdiction is expressly prohibited. MROScanner may, in its sole, absolute and unfettered discretion, prohibit you from accessing or using the Services, in which case, you are not permitted to access or utilize same. If MROScanner has previously prohibited you from using the Services, you are not permitted to access the Services. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

The Services have a range of features and functionalities. Not all Services or features will be available to all Users at all times and we are under no obligation to make any Services or features available in any jurisdiction.

6. Your Account

To access certain features of the Services, you must sign up for an Account which will require you to provide us with your e-mail address, phone number, the details of the organization you represent and to create a suitable password. MROScanner may accept or reject your application to become a User in its sole, absolute and unfettered discretion and shall be under no obligation to provide an explanation with respect to any acceptance or rejection under any circumstances.

(i) Authorized Users. Where applicable, Authorized Users must be identified by a unique email address. Two (2) or more natural persons may not use the Services as the same Authorized User. If the Authorized User is not an employee of User, use of the Services will be allowed only if the Authorized User is under confidentiality and other obligations with the User at least as restrictive as those in these Terms, and is accessing or using the Services solely to support the User’s internal business purposes.

(ii) Account Administrator. A User may assign and expressly authorize one (1) or more Authorized User(s) as its agent to manage the User’s Account; management of a User’s Account includes, without limitation, configuring administration settings, assigning access and use authorization, requesting different or additional services, providing usage and performance records, managing templates, executing approved campaigns and events, assisting in third-party product integrations, and accepting notices, disclosures, and terms and conditions (“Account Administrator”). A User may appoint an employee, agent or a third-party business partner or contractor to act as its Account Administrator(s) and may change its designation at any time through its Account.

6.1 Updates to Your Account

You agree to update the information you have provided to MROScanner in the event of any changes, including, but not limited to, any changes to your profile, contact information, financial information, listed Equipment (if applicable) or general background information.

MROScanner may deliver notices to you at the most recent e-mail, telephone, or physical address provided by you, and those notices will be considered valid even if you no longer maintain the e-mail account, telephone number, or receive mail at that physical address. It is your responsibility to ensure this information is up-to-date at all times.

6.2 Responsibility for Your Account

You, whether as a User or Authorized User, are solely responsible: (i) for all of the activity that occurs through your Account including those of all Authorized Users thereunder (as applicable), and (ii) to keep all information, password(s) and information relating to the Account, or any Authorized Users (as applicable) secure at all times. You agree that you will not disclose your password to any third-party. MROSCANNER WILL NEVER ASK YOU FOR YOUR PASSWORD. You take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify MROScanner of any actual or suspected unauthorized use of your Account. We are not responsible for your failure to comply with this clause in a timely manner, or at all, or for any delay in shutting down or protecting your Account after you have reported suspected unauthorized access to us.

IN THE EVENT OF A DISPUTE REGARDING ACCOUNT OWNERSHIP, WE RESERVE THE RIGHT TO REQUEST DOCUMENTATION TO DETERMINE OR CONFIRM ACCOUNT OWNERSHIP. DOCUMENTATION MAY INCLUDE, BUT IS NOT LIMITED TO, A SCANNED COPY OF YOUR BUSINESS LICENSE, GOVERNMENT ISSUED PHOTO IDENTIFICATION, THE LAST FOUR DIGITS OF THE CREDIT CARD ON FILE, OR CONFIRMATION OF YOUR STATUS AS AN EMPLOYEE OF AN ENTITY.

MROSCANNER RESERVES THE RIGHT TO DETERMINE, IN OUR SOLE DISCRETION, RIGHTFUL ACCOUNT OWNERSHIP AND TRANSFER AN ACCOUNT TO THE RIGHTFUL OWNER INCLUDING, IF APPLICABLE, ANY STOREFRONT WHICH MAY BE ASSOCIATED WITH THE ACCOUNT IN THE CASE OF AN EQUIPMENT OWNER. IF WE ARE UNABLE TO REASONABLY DETERMINE THE RIGHTFUL ACCOUNT OWNER, WITHOUT PREJUDICE TO OUR OTHER RIGHTS AND REMEDIES, MROSCANNER RESERVES THE RIGHT TO TEMPORARILY SUSPEND OR DISABLE AN ACCOUNT UNTIL FINAL RESOLUTION HAS BEEN REACHED AS BETWEEN THE DISPUTING PARTIES.

6.3 Data

The Owner is responsible for exporting its data (“Owner Data”) and for importing Owner Data onto MROScanner using any method of data entry deemed acceptable by MROScanner from time to time acting in a commercially reasonable manner.

MROScanner shall use its commercially reasonable efforts to assist and train the Owner’s staff in the operation of the Services, as well as provide guidance, insight and best practices on how to structure the listings.

The help from MROScanner does not replace the need for Owner to maintain regular data backups and/or redundant data archives. MROScanner has no obligation to back up Owner Data or liability for any loss, alteration, destruction, damage, corruption or recovery of Owner Data.

7. Your Use of the Services

Your use of the Services is subject to the following:

You will not breach any provision of these Terms.

You will not violate any law in your jurisdiction, including but not limited to:

Breach, violate, and/or circumvent any local, state, provincial/territorial, regional, or national law or other law or regulation, or any order of a court, including, without limitation, tax regulations, licensing or registration requirements, or third party rights;

post false, inaccurate, misleading, defamatory, or libelous content; or

infringe, reproduce, perform, display, distribute, reverse engineer, or prepare derivative works from content that belongs to or is licensed to MROScanner, or that comes from the Services and belongs to another User or to a third-party, including works covered by any copyrights, trademark, patent, or other intellectual property, privacy, publicity, moral, or contractual rights, except with prior express written permission of MROScanner.

You will not dilute, tarnish, or otherwise harm the MROScanner brand in any way, shape or form, including but not limited to:

through the unauthorized use of the trademark MROScanner, the MROScanner Logo and/or any User content;

registering and/or using MROScanner or any similar or composite word in any domain names, trade names, trademarks, or otherwise; or

registering and/or using domain names, trade names, trademarks, social media account names, or other means of identification that closely imitate or are confusingly similar to MROScanner domains, trademarks, taglines, promotional campaigns, or MROScanner and/or User content.

You will not provide or submit any false information, including but not limited to:

false name, date of birth, driver’s license, payment method, credit cards, insurance, or other personal information;

a damage claim, or response to any claim (for example about damage to Equipment, with false or misleading information; Please refer to info@mroscanner.com for more information about making a damage claim;

register for an MROScanner Account on behalf of an individual other than yourself or any form of entity without proper authorization; or

impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity.

You will not harm, or threaten to harm, any other User for any reason whatsoever, including but not limited to:

for failure to pay fees, penalties, or other amounts owed to MROScanner or another User;

for failure, as either a Customer or Owner, to timely deliver, make available, or return any Equipment and/or any other item provided with or as part of the Equipment;

misuse the Platform including using the Services to find an Owner or Customer, and then complete a transaction partially or wholly independent of the Services, in order to circumvent the obligation to pay any fees related to MROScanner’s provision of the Services or for any other reason; or

transfer your MROScanner Account and/or user identification information to another party without MROScanner’s prior written consent;

You will not harm, or threaten to harm, any other User, including but not limited to:

“stalk” or harass any other MROScanner User or collect or store any personally identifiable information about any other User other than for purposes of transacting as an Owner or Customer in accordance with these Terms;

engage in physically or verbally abusive or threatening conduct;

use our Services for any other purpose than intended under these Terms, including but not limited to transmit, distribute, post, or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information, or credit, debit, calling card, or account numbers; or

by treating anyone differently based on the way they look, who they love, what they believe, how they self-identify, where they’re from, or when they were born. Discrimination of any kind is not tolerated in the MROScanner community.

You will not use the Services for your own personal purposes that deviate from the purpose of the Platform, including but not limited to:

contacting another User for any purpose other than in relation to a proposed Transaction;

commercialize any content found on MROScanner or any software associated with our Services, including reviews;

harvest or otherwise collect information of any kind or description without our prior written consent in each instance; or

recruit or otherwise solicit any User to join third-party services or websites that are competitive in any way, shape or form to MROScanner.

You will not interfere with the operation of the Services, including but not limited to doing any of the following:

interfering with any other User listings for Equipment;

distributing or posting spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;

distributing viruses or any other technologies such as cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or e-mail address information, or similar or other methods or technology that may disrupt or interfere with the operation or provision of the Services, or harm MROScanner or the interests or property of others;

bypassing robot exclusion headers, interfering with the working of the Services, or imposing an unreasonable or disproportionately large load on our information technology infrastructure;

systematically retrieving data or other content from our Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory, or the like, whether by manual methods, or through the use of bots, crawlers, spiders, or otherwise;

using display mirroring or framing the Services or any individual element within the Services, MROScanner’s name, any MROScanner trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page in the Services, without MROScanner’s prior written consent in each instance;

accessing, tampering with, or using non-public areas of the Services, MROScanner’s computer systems, or the technical delivery systems of MROScanner’s providers;

attempting to probe, scan, or test the vulnerability of any of MROScanner’s system or network or breach any security or authentication measures;

avoiding, bypassing, removing, deactivating, impairing, descrambling, or otherwise circumventing any technological measure implemented by MROScanner or any of MROScanner’s providers or any other third-party (including another User) to protect the Services;

forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or in any way use the Services to send altered, deceptive, or false source-identifying information;

attempting to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services; or

endeavoring to circumvent a suspension, termination, or closure of your MROScanner Account, including, but not limited to, creating a new MROScanner Account to circumvent an account suspension or closure or giving Equipment registered to you or a member of your household to any other User to list.

8. User Responsibilities

The following responsibilities apply to all Users:

Representations and Warranties. You represent and warrant that:

the information you provide as part of your access to and use of the Services is complete and accurate. This includes information about yourself and the Equipment; and

You are legally competent to agree to be bound by these Terms;

You are legally competent to use the Services and any Equipment you may reserve or purchase as a Customer using the Services;

You are legally entitled as an Owner to offer the Equipment for sale or reservation using the Services.

Due Diligence. It is your responsibility to conduct your own due diligence concerning any User that you engage with on the Platform in the use of the Services for any Transaction.

Safety & Training. MROScanner does not independently qualify or verify any Users of the Platform in any way, shape or form and does not educate Users on the safe handling and operation of Equipment or safety hazards inherent in using Equipment. It is the responsibility of each User to engage only in those activities involving the use of Equipment for which it has the prerequisite skills, qualifications, preparation and training. Compliance with all safety, legal and regulatory requirements in connection with any Transaction or the use of any Equipment is the sole responsibility of the Owner and Customer.

MROScanner has no control over and does not guarantee: the existence, quality, safety or legality of any Equipment listed or advertised on the Platform by any User or the truth or accuracy of Users’ content or listings or the ability of any Owners to sell Equipment.

9. Customer Responsibilities

The following responsibilities apply to any Customer that uses the Services. A Customer must:

Only rent, buy or otherwise transact for any Equipment which they are legally entitled to rent or buy and, if applicable, operate under any applicable laws of the governing jurisdiction wherein the Equipment will be located. These requirements may include, without limitation, having a valid certification, driver’s or operator’s license, obtaining appropriate insurance and/or any relevant permits to operate the Equipment.

Provide a copy of your certification, driver’s license and any other documents as requested by the Owner.

Only use the Equipment for its intended purpose in accordance with all applicable Equipment safety and operations manual(s) and local laws/rules/regulations of any kind or description and to treat the Equipment with respect and reasonable care in the operation thereof.

Exercise commercial best efforts and take all reasonably prudent steps to maintain and keep the Equipment clean during the course of any lease or rental Transaction.

Immediately report any Equipment damage to the Owner occurring during the term of any lease or rental Transaction.

In case of a lease or rent, return the Equipment to the Owner in essentially the same condition as it was received, normal wear and tear excepted.

Return the Equipment to the Owner in accordance with the Owner’s instruction and on time. If there is any chance of a late return, you should immediately request an extension and following these guidelines:

Contact the Owner to alert them to the extension request so they can review and respond; and

Check with Owner if it is possible to rebook the piece of equipment for the required dates. If the Owner replies it is available please rebook once again through the Platform. If the Equipment is unavailable or the Owner does not respond to you or denies your request you must return the Equipment at the originally scheduled end time or you will be in unlawful possession thereof and, subject to the lease or rental agreement, the Owner may take legal action against you to recover the Equipment.

If you return the Equipment relating to any rental Transaction facilitated through the Platform past the return time specified on Transaction Details, then you acknowledge and agree that Owner will automatically be entitled to charge you for any such additional usage, together with additional fees and related charges as may be applicable from time to time. Late fees will be calculated as per Transaction Terms together with any relevant administrative, service or other fees.

If required, maintain appropriate insurance for the use of the Equipment as part of any rental Transaction.

You are responsible for understanding and complying with any laws, rules, regulations etc. and contracts with third-parties that apply to your rental Transaction of the Equipment or use of the Services. Some Equipment may require special certifications, permits or licences to use and you will be responsible for checking this in your jurisdiction before you rent, lease or purchase any Equipment.

If you wish to cancel or modify a Transaction involving a rental Transaction, then the cancellation or modification will be determined by Users involved in a Transaction and detailed under Transaction Details.

You assume the entirety of all risks related to the use of the Services and the use of any Equipment in your capacity as either an Owner or Customer directly. MROScanner assumes no responsibility whatsoever for any risk, loss, damages, etc. related to use of the Services or of any Equipment.

WHEN CUSTOMER ACCEPTS OWNER’S TERMS IN RESPECT OF A TRANSACTION, A CUSTOMER IS ENTERING INTO A CONTRACT DIRECTLY WITH THE OWNER. AS A CONDITION OF ACCEPTANCE IN RESPECT OF ANY TRANSACTION, THE OWNER MAY REQUIRE THE CUSTOMER TO REVIEW AND ACCEPT ITS OWN LEASE, RENTAL AND/OR SALES CONTRACT (THE “OWNER TERMS”), WHICH ARE SUPPLEMENTING PLATFORM’S TERMS. IF A CUSTOMER FAILS, OR REFUSES, TO ACCEPT THE OWNER TERMS, THEN THE LEASE, RENTAL AND/OR SALES TRANSACTION WILL NOT BE ABLE TO BE COMPLETED ON OUR PLATFORM. CUSTOMERS ARE ADVISED THAT MROSCANNER DOES NOT REVIEW, ENDORSE OR AGREE TO BE BOUND IN ANY WAY, SHAPE OR FORM BY ANY OWNER TERMS. CUSTOMERS ARE SOLELY RESPONSIBLE FOR REVIEWING OWNER TERMS PRIOR TO COMPLETING A TRANSACTION ON OUR PLATFORM. USERS AGREE TO PAY ALL APPLICABLE FEES AND TAXES RELATED TO ANY RENTAL AND/OR SALE TRANSACTION, INCLUDING THE PLATFORM FEES AS PER PRICING POLICY. IF THERE ARE ANY INCONSISTENCIES OR CONFLICTS BETWEEN ANY OWNER TERMS AND THE TERMS, THE TERMS SHALL FOR ALL PURPOSES GOVERN.

10. Owner Responsibilities

The following responsibilities apply to Owners that use the Services. An Owner must:

Include complete and accurate information about your Equipment, price, deposit additional charges (administrative fees, period discounts, testing fees, etc.) and any rules or requirements that apply to your Customer as a condition for engaging in a Transaction through the Platform. You are responsible for keeping your listing information and content (like photos, calibration date and certificates) up-to-date and accurate at all times.

Review Customer’s insurance policies, if applicable, to ensure that these are sufficient for your purposes for the rental of any particular piece of Equipment (including as to theft, damage, etc.).

Provide safe, legally owned Equipment in all instances.

Ensure that the Equipment is fit for purpose in accordance with manufacturer’s specifications and not subject to any form of safety recall.

Not publish any listing on the Platform with false or misleading information or listing with a price that you do not intend to honor. The listing price will include all reasonable cost related to the normal use of Equipment.

Not offer, as an Owner, any Equipment or optional extras that you do not yourself own or have authority to publish, rent, sell or otherwise use or exploit.

Not offer, as an Owner, any Equipment that may not be shared for compensation pursuant to the Terms and conditions of an agreement with a third-party, including, but not limited to, a lease or financing agreement with a Customer;

Not offer any Equipment that has a salvaged, branded, written-off, washed, or unclean title or that is not safe to be operated without a warning in the description of the Equipment listing;

Not offer any attachment or add-on item that is not safe, clean, and acceptable for its intended use.

Act in good faith to accommodate extensions, if possible.

Report late returns for any rental Transaction in a timely manner after taking appropriate self-help steps to ascertain the location and anticipated return date/time for Equipment which has not been returned as of the stated end-time for any Transaction.

Without limitation, these steps may include:

Contacting your Customer via the MROScanner messaging center through the Platform to inquire if the Customer wishes to extend their Equipment rental booking.

If the Equipment is available, ask that the Customer request an extension. If the Equipment is not available, please advise the Customer that the Equipment must be returned as soon as possible and that late return fees will be applicable in accordance with Transaction Details, incl. Owner Terms (if any).

Report only legitimate late returns involving a rental Transaction. Misreporting could result in the imposition of administrative charges, Account suspension and/or an Account removal at the sole, absolute and unfettered discretion of MROScanner.

To submit a late return report, follow the steps below:

(1) Identify the Transaction that is late.

(2) Open the Transaction Details and copy the URL.

(3) Send email to info@mroscanner.com with the description of the issue AND the URL of the Transaction Details page.

(4) Allow MROScanner’s Customer Support team up to thirty (30) work-days to review the issue and notify you of the outcome or review the issue status.

Be responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your listing of the Equipment or use of the Services.

WHEN YOU ACCEPT A TRANSACTION THROUGH THE PLATFORM, YOU ARE ENTERING INTO A CONTRACT DIRECTLY WITH THE CUSTOMER AND ARE RESPONSIBLE FOR DELIVERING YOUR EQUIPMENT UNDER THE TERMS AND AT THE PRICE SPECIFIED IN TRANSACTION DETAILS PAGE ON THE PLATFORM. YOU ARE ALSO AGREEING TO PAY ALL APPLICABLE FEES AND TAXES FOR THE TRANSACTION THAT MAY BE REQUIRED AS PART OF THE TERMS IN CONNECTION WITH THE SERVICES. ANY TERMS, POLICIES OR CONDITIONS THAT YOU INCLUDE IN YOUR CONTRACT WITH THE CUSTOMER MUST NOT BE INCONSISTENT WITH THESE TERMS AND THE INFORMATION PROVIDED IN YOUR LISTING AND TRANSACTION DETAILS ON THE PLATFORM.

WE RESERVE THE RIGHT TO PROVIDE OUR SERVICES TO ANY ENTITY OR GROUP OF ENTITIES WHATSOEVER, WHETHER AS OWNER, CUSTOMER OR BOTH AND MAKE NO PROMISE OF EXCLUSIVITY WHATSOEVER. YOU ACKNOWLEDGE AND AGREE THAT MROSCANNER EMPLOYEES, CONTRACTORS AND AFFILIATES MAY ALSO BE CUSTOMERS OR OWNERS AND THAT THEY MAY COMPETE WITH YOU DIRECTLY AND/OR INDIRECTLY, ALTHOUGH THEY MAY NOT USE YOUR CONFIDENTIAL INFORMATION IN DOING SO.

11. Insurance

MROSCANNER IS NOT AN INSURANCE COMPANY AND DOES NOT OFFER INSURANCE. NOR DOES MROSCANNER VERIFY THE EXISTENCE OR ADEQUACY OF ANY INSURANCE PURPORTED TO BE IN PLACE BY EITHER THE OWNER OR CUSTOMER WITH RESPECT TO ANY LEASE OR RENTAL TRANSACTION.

Where an Owner represents that it will provide insurance coverage of any kind to its Customers including, without limitation, (i) rental and liability agreement waiver, (ii) protection plan, (iii) third-party liability insurance, (iv) physical damage protection, and/or (v) on-site assistance, the Customer is solely responsible to verify the existence and/or adequacy of any of the offered products directly with the Owner as MROScanner does not engage in any form of review and/or verification whatsoever of the existence or adequacy of any such insurance or related products.

For those Owners listing Equipment through the Platform for rental purposes, we strongly encourage all such Owners maintain rental insurance with respect to all pieces of Equipment listed using the Platform and Services.

12. No Lease, Rental or Sale Agreement with MROScanner

ALL USERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• (i) MROSCANNER DOES NOT OWN ANY EQUIPMENT WHATSOEVER AND PROVIDES THE SERVICES ONLY; AND

• (ii) NOTHING HEREIN CONTAINED CONSTITUTES A LEASE, RENTAL AND/OR SALE AGREEMENT OF ANY KIND OR DESCRIPTION WHATSOEVER BETWEEN ANY USER AND MROSCANNER DIRECTLY OR INDIRECTLY.

Users acknowledge and agree that the Rental Terms shall apply as between the applicable Owner and Customer in the case of any lease or rental Transaction. Users further acknowledge and agree that no contractual relationship is formed with MROScanner directly or indirectly as it pertains to any rental, lease or sale Transaction, as applicable, and further that MROScanner has no connection to the Equipment itself. For clarity, by completing any Transaction Users form a separate and standalone contractual relationship as between the applicable Owner and Customer directly, which stand-alone contractual relationship is in addition to, and not part of, the User’s contractual relationship with MROScanner, notwithstanding that the terms of such contractual relationship are set, in whole or in part, by MROScanner pursuant to, or as a result of, the required use of the Rental Terms.

Users covenant and agree that any and all agreements pertaining to any Transaction, whether formalized in writing or not, are concluded solely between the Owner and the Customer. A Customer and an Owner may create and use their own form of agreement, including any terms and conditions they see fit subject to the limitations set out herein. It is your responsibility to review any proposed form of agreement in advance of completing any Transaction to determine whether it is suitable for your purpose. You acknowledge and agree that you may be required by an Owner to enter into one (1) or more separate agreements, waivers or terms and conditions prior to engaging in a Transaction and an Owner may place additional restrictions, obligations, etc. on a Transaction in its sole discretion.

ANY DISPUTE IN RESPECT OF A LEASE, RENTAL AND/OR SALE TRANSACTION MUST BE RESOLVED DIRECTLY BETWEEN THE OWNER AND CUSTOMER. NO PRIVITY OF CONTRACT REGARDING THE SUBJECT MATTER OF THE TRANSACTION IS CREATED WITH MROSCANNER BY VIRTUE OF THE PROVISION OF THE SERVICES NOTWITHSTANDING ANYTHING ELSE HEREIN CONTAINED MROSCANNER HAS NO OBLIGATION TO INTERVENE IN DISPUTES BETWEEN OWNERS AND CUSTOMERS WITH RESPECT TO A TRANSACTION AS MROSCANNER IS NOT A PARTY TO SAME INCLUDING, WITHOUT LIMITATION, COLLECTION MATTERS.

13. Betas, Previews & Testing

13.1 Beta Service

This section describes the additional terms and conditions under which you may (a) access and use certain features, technologies, and services made available to you by MROScanner that are not yet generally available, including, but not limited to, any products, services, or features labeled “beta”, “preview”, “pre-release”, or “experimental” (each, a “Beta Service”) or (b) access and use Services available in certain regions that are not generally available, including, but not limited to, any regions identified by MROScanner as “beta”, “preview”, “pre-release”, or “experimental” (each, a “Beta Region”).

You must comply with all terms related to any Beta Service or Beta Region as posted on the Site, any Applications or as otherwise made available to you. MROScanner may add or modify terms including, without limitation, lowering or raising any usage limits, related to access to or use of any Beta Services or Beta Regions at any time.

You may provide MROScanner with information relating to your access, use, testing or evaluation of the Beta Services or Beta Regions including, without limitation, observations or information regarding the performance, features and functionality of Beta Services or Beta Regions (collectively, “Test Observations”). MROScanner will own and may use and evaluate all Test Observations for its own purposes. You will not use any Test Observations except for your internal evaluation purposes of any Beta Service or Beta Region.

MROScanner may suspend or terminate your access to or use of any Beta Service or Beta Region at any time and for any reason whatsoever. Your access to and use of each Beta Service and Beta Region will automatically terminate upon the release of a generally available version of the applicable Beta Service or Beta Region or upon notice of termination by MROScanner. Notwithstanding anything to the contrary herein, after suspension or termination of your access to or use of any Beta Service or Beta Region for any reason whatsoever, (a) you will not have any further right to access or use the applicable Beta Service or Beta Region, and (b) any User content used in the applicable Beta Service or Beta Region may be deleted or inaccessible.

Test Observations and any User feedback relating to a Beta Service or Beta Region, and any other information about or involving (including the existence of) any Beta Service or Beta Region are considered confidential information by MROScanner.

13.2 “As Is” Beta Services

WITHOUT LIMITING ANY DISCLAIMERS IN THE TERMS, YOU ACKNOWLEDGE AND AGREE THAT BETA SERVICES AND BETA REGIONS ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, MROSCANNER IS PROVIDING BETA SERVICES AND BETA REGIONS TO YOU “AS IS” AND “AS AVAILABLE”. MROSCANNER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES AND BETA REGIONS, INCLUDING ANY WARRANTY THAT THE BETA SERVICES AND BETA REGIONS WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, MROSCANNER DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. MROSCANNER’S AGGREGATE LIABILITY FOR ANY BETA SERVICES AND BETA REGIONS WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE THIRTY (30) DAYS PRECEDING THE CLAIM.

14. Use of Content

14.1 License

Subject to your compliance with the provisions hereof, MROScanner grants you a limited, revocable, non-exclusive, non-transferable license, to access and view any MROScanner and/or user content to which you are permitted access, solely for your personal and commercial purposes. You have no right to sublicense the license rights granted in this section. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by MROScanner or its licensors, except for the licenses and rights expressly granted in these Terms.

All MROScanner-generated text, data, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, products (including software) and computer code (collectively, “Content”) including, but not limited, to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on any of the Services is owned, controlled or licensed by or to MROScanner, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms, no part of the Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without MROScanner’s express prior written consent, in its sole, absolute and unfettered discretion.

14.2 User Content

“Materials” means your trademarks, copyright content, any products or services you list and/or offer through the Services (including, but not limited to, files, description, data and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to MROScanner or its affiliates.

You understand that your Materials may be transferred unencrypted and such transfers may involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. We may, in our sole, absolute and unfettered discretion, permit you to post, upload, publish, submit or transmit Materials utilizing the Services such as, without limitation, photographs of you and your Equipment, reviews, feedback, and descriptions of your Equipment, etc. By making available any Materials on or through the Services, or otherwise, you grant MROScanner a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such content on, through, by means of, or to promote or market the Services. MROScanner may use our rights under this license to operate, provide and promote the Services and to perform our obligations and exercise our rights under the Terms. You represent, warrant and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favor of MROScanner and agree that this waiver may be invoked by anyone who obtains rights in the materials through MROScanner, including anyone to whom MROScanner may transfer or grant (including by way of license or sublicense) any rights in the Materials.

By providing any Materials, you authorize MROScanner to request, receive, use, and store such Materials in any manner it sees fit from time to time. You agree that MROScanner can, at any time, review and delete any or all of the Materials submitted to the Services, although MROScanner is not now, and under no circumstances shall be, obligated to do so.

Except as described above, MROScanner does not claim any ownership rights in any such Materials and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Materials. MROScanner does not pre-screen Materials and may in our sole discretion refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate these Terms. Notwithstanding the foregoing, MROScanner shall be entitled to create and store a copy of any Materials and such copy shall be the sole property of MROScanner and you hereby grant MROScanner a limited, revocable, non-exclusive, non-transferable license, to access, view and utilize such Materials for any purposes related to the Services of any kind or description whatsoever including, but not limited to, marketing, advertising and/or promotion of the Site and/or the Services in any medium. Such license shall only be revocable in the event a User simultaneously deletes its Account and provides written confirmation of its intention to cease using the Services.

You hereby acknowledge and agree that Users may publish and request MROScanner to publish and publicly display on their behalf on and/or through the Site or the Services reviews, feedback, comments or similar writing, audio or video relating to another User with whom they have engaged in a Transaction (hereinafter “Reviews”). Reviews are posted to the Site and/or reproduced in connection with the Services in an unverified and voluntary manner only. MROScanner takes no steps to verify information posted in Reviews and is not responsible for any such information in any way, shape or form whatsoever. MROScanner is not obligated to monitor, influence, contribute to or censor Reviews and shall, under no circumstances, have any obligation to any User to do so. Reviews are not, for any purpose whatsoever, an introduction, endorsement or recommendation by MROScanner, whether positive or negative. If a User provides a Review, you acknowledge and agree that it will be free of any inaccurate, erroneous, false, misleading or otherwise libelous material. Reviews are provided in unfiltered form and Users are cautioned to treat same as public forum communications subject to absolutely no standard of review or scrutiny, and are further cautioned to place to reliance thereon whatsoever.

MROScanner reserves the right, though is under no obligation, to remove Reviews and/or any portion thereof, that MROScanner, in its sole, absolute and unfettered discretion determines violates these Terms, negatively affects the Services or otherwise is inconsistent with the business interests of MROScanner.

14.3 Promotions

MROScanner may from time to time offer certain promotions in respect of the Services in its sole, absolute and unfettered discretion. You must be a User in good standing (e.g., not suspended) and in compliance with these Terms and any promotion rules to qualify for any promotional compensation. Users who attempt to abuse our promotions are subject to cancellation/reversal of the promotion amounts and suspension from the MROScanner community, the Platform and a ban on utilization of the Services. Customers and Owners cannot cancel existing Transactions to qualify for new promotions.

14.4 Communications

You agree to receive all communications, agreements and notices that we provide in connection with any Services (“Communications”) including, but not limited to, Communications related to our delivery of the Services and your purchase of, subscription to or registration to participate in the Services via electronic means, including by email, pre-recorded message calls, in-app notifications, text messages at your telephone number(s), posting them on the Site or through any Services. You further agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current.

We may place such emails, calls or texts primarily to confirm your signup; provide notices regarding your MROScanner Account or MROScanner Account activity; investigate or prevent fraud; collect a debt owed to us; or communicate urgent messages. We may share your phone number(s) and email with service providers with whom we contract to assist us in pursuing these interests. We will not share your phone number(s) and/or emails with third parties for their own purposes without your consent. Standard email, telephone minute and text and data charges may apply. Where MROScanner is required to obtain your consent for such communications, you may choose to revoke your consent.

You authorize MROScanner and its partners, affiliates, subsidiaries etc., without further notice or warning, and in our sole, absolute and unfettered discretion, to monitor and copy e-mails and/or record telephone conversations you, or anyone acting on your behalf, has with MROScanner or its agents for quality control, enforcement, security and/or training purposes. You acknowledge and understand that your communications with MROScanner may be overheard, monitored, or recorded without further notice or warning. If you do not wish to have your call recorded, please contact us in writing through info@mroscanner.com.

14.5 Verification

When you list or request Equipment you provide us with certain information about yourself or an organization you represent. We may use this information to verify your identity and conduct any other checks we deem advisable to verify the information you provide. In our sole, absolute and unfettered discretion, we may from time to time also share this information with a third-party in order to verify your identity or check any other information you provide.

14.6 Intellectual Property

MROSCANNER IS THE OWNER OF ALL INTELLECTUAL PROPERTY RIGHTS IN RESPECT OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, THE TRADEMARK, MROSCANNER, AND ANY COMPOSITE MARK AND LOGO, AS WELL AS ANY COPYRIGHT IN THE SITE, APPLICATIONS, SERVICES AND BETA SERVICES.

You agree that you may not use any trademarks, logos or service marks of MROScanner, whether registered or unregistered (collectively, “MROScanner Trademarks”) unless you are authorized to do so by MROScanner in writing. You agree not to use or adopt any marks that may be considered confusing with the MROScanner Trademarks. You agree that any variations or misspellings of the MROScanner Trademarks would be considered confusing with the MROScanner Trademarks.

You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include MROScanner or MROScanner Trademarks or that use or include any terms that may be confusing with the MROScanner Trademarks.

You acknowledge and agree that the Terms do not give you any right to implement any MROScanner patents.

14.7 Data Usage & Retention

As further disclosed in our Privacy Policy, we may collect and use data, information, or insights generated or derived from the use of the Services (“Usage Data”) for our business purposes, including industry analysis, benchmarking, analytics, marketing, and developing, training and improving its products and services. Before doing so, MROScanner will de-identify and anonymize all Usage Data in such a manner that does not allow for the identification of Users, customer data, or any confidential information, and will disclose such Usage Data in aggregate form only.

Usage Data may include, without limitation, any data models created, extrapolated, derived from, adapted, enhanced, or developed by MROScanner using User Data based on use of the Services by any User and/or its Authorized Users, and any underlying data architecture, including, without limitation, the data infrastructure, schema, rules, components, specifications, methods or processes and components that dictate how data interacts and is organized, calculated or translated from various sources into one or more meaningfully defined data models and related security protocols as integrated and applies at each stage of data processing. Without limitation of any term in the Terms, MROScanner may analyze User Data and User usage patterns using techniques such as machine learning in order to improve and develop MROScanner’s current and future products, services, methods, and processes. Any output from such machine learning techniques, including the resultant machine learning models, is deemed Usage Data that is owned by MROScanner. MROScanner retains all right, title, and interest in and to the Usage Data, and any unauthorized use of Usage Data is strictly prohibited. MROScanner may retain transaction data for as long as it has a business purpose (which if required under applicable law, is covered by a legal basis) to do so.

Where applicable, Users with requisite access may use curated Usage Data specific to their Account, provided that you: (1) use such information only for the limited commercial purpose of internal business purposes of the specific User and do not copy, post (or allow to be copied or posted) such information on any network, broadcast it in any media whatsoever, or post it in a public or publicly accessible place (without the express prior written consent of MROScanner in each instance) and (2) make no modifications to any such information, and (3) not make any additional representations or warranties relating to such Usage Data. No unauthorized commercial use of any Content or Usage Data in any way, shape or form is permitted. The sale or re-sale of Content or Usage Data, in whole or in part, including the sale of temporary or limited access thereto, is a material breach hereof and MROScanner may immediately and irrevocably lock down any Account and terminate any User(s) whom MROScanner believes, acting in a commercially reasonable manner, may have violated such prohibition.

15. Fees

As a “free-to-list” digital Platform, Users acknowledge and agree that MROScanner generates income from following Services: (i) Owners are charged a commission for each Transaction completed in any part using the Platform; the commission amount i.e. MROScanner Service Fee is specified in Pricing Policy, (ii) advertising and/or listing placement prioritization on the Platform, (iii) subscriptions for select types and tiers of Services including, without limitation, enterprise-level solutions and (iv) custom development services and licensing of MROScanner software solutions to third-parties for, without limitation, payment processing and data collection purposes.

Overdue payments to MROScanner in connection with any Services shall bear interest at a rate equal to the lesser of: (a) two percent (2%) per month compounded monthly or (b) the maximum rate of interest permitted under any applicable law until paid in full. All payments shall be applied to outstanding interest, if any, first and the remainder to the principal.

15.1 General Payment Terms & Pricing

Depending on the specific service, MROScanner accepts payments either via wire transfer or a third-party service provider(s) such as Stripe. We accept payments from Users who pay fees as a result of: (a) any Transaction, (b) for use of the Services or (c) enforcement of the Terms, as applicable, by either invoicing or by charging the payment method associated with the User’s Account to satisfy such obligation including, without limitation, by direct wire transfer and bank account as well as credit card, debit card, PayPal, Stripe, Google Pay, Apply Pay or any similar account registered on MROScanner for such purpose, once made available via Platform (the “Payment Method”);

Any applicable fees will be disclosed to you in the Terms and/or Policies. In addition, further details relating to the applicable fees charged by MROScanner to different types of Users for using our Services and other cost structures can be found in our Pricing Policy.

For the purposes of regulatory compliance (ex. KYC and AML), Users authorize MROScanner, directly or through third parties, to make any inquiries we consider necessary to verify your identity and information you provide relating to the Services. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s). MROScanner reserves the right to terminate, suspend, or limit access to the Services in the event we are unable to obtain or verify any of this information in our sole, absolute and unfettered discretion.

Security and/or Verification Tools: Notwithstanding any such identity, security and/or payment verification steps offered by MROScanner, either directly or through any third-party database, service or other source of any kind whatsoever, Users acknowledge and agree that MROScanner is not providing any confirmation, warranty (express or implied) or guarantee of any kind or description whatsoever to any User regarding either the identity of any other User and/or the validity of any payment method in any way, shape or form. MROScanner shall not be liable for any losses suffered by a User due to reliance on any security and/or verification steps offered by MROScanner or through any third-party provider whose services are available through, or in connection with, the Services. Users are expressly advised to conduct their own due diligence on the advisability of entering into any given Transaction prior to doing so. Notwithstanding the integration of any third-party software solutions into the Platform which may assist in such determinations, we take no responsibility for the accuracy thereof and any use or reliance on such systems by any User is subject to the applicable terms and conditions of use of any such third-party.

Payment Authorizations: You authorize MROScanner to collect from you amounts due pursuant to the Terms by either: (i) invoicing the legal entity specified as a User, or charging the Payment Method associated to your account, or any other Payment Method on file. Specifically, you authorize MROScanner to collect from you:

(a) Any amount due to MROScanner (e.g., as a result of a Transaction or other actions as a User of the Services), including commissions and reimbursement for costs prepaid by MROScanner on your behalf.

(b) Taxes, where applicable and as set out in the Terms;

(c) Any amount you pay in connection with your Account;

(d) Any amounts owed to MROScanner in accordance with the Terms;

(e) Overholding penalties payable under the Terms, including any cost and expenses incurred in collecting the overholding penalty; and

(g) Any other Service fees imposed pursuant to the Terms.

If your Payment Method associated with the relevant booking is determined to be expired, invalid or otherwise not able to be charged for any reason (such as insufficient funds), you remain responsible for any uncollected amounts and MROScanner may charge the Payment Method related to your Account again or use any other Payment Method on file associated with your Account. Any amount not collected for any reason will be subject to any remedies that may be available, including, but not limited to, referral to a collections agency, or pursuit of available causes of action or claims against you.

In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to MROScanner’s collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.

You hereby represent, warrant, acknowledge and agree that by providing MROScanner with payment information: (i) you are authorized to use the Payment Method, (ii) all payment information is accurate and current, and (iii) that we may charge you for the Services using the subject Payment Method. We may bill you: (a) in advance, (b) at the time of, or shortly after, a Transaction and/or (c) on a recurring basis. We may bill you for more than one (1) billing period at a time for amounts that were previously not processed for any reason(s) whatsoever.

If, at any time or from time to time, your Account is in arrears or all amounts payable are not otherwise paid as and when due, interest will accrue on any such outstanding amounts at a rate of 2.0% per month, or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. You will reimburse any costs and/or expenses (including, but not limited to, attorney fees on a solicitor-client or full-indemnity basis) incurred by us to collect any unpaid amounts. We may accept payment in any amount without prejudice to our right to recover the balance due or to pursue any other right or remedy whatsoever. No amounts due and payable pursuant to any Transaction may be withheld or offset by any User for any reason.

MROScanner will provide an invoice in a format we choose, which may change from time to time in our sole, absolute and unfettered discretion. We reserve the right to correct any errors or mistakes that we identify even if we have already issued an invoice and received payment. You agree to notify us of any billing problems or discrepancies within thirty (30) calendar days after they first appear on your invoice. If you do not bring such problem/discrepancy to our attention within thirty (30) calendar days, you acknowledge and agree that such failure shall constitute a full and complete waiver of your right to dispute such problem or discrepancy.

You may receive, or be eligible for, certain pricing structures, discounts, features, promotions, upgrades and/or other benefits (collectively “Benefits”) through a separate agreement with us (a “Master Services Agreement” or “MSA”). Any and all such Benefits are provided to you solely in connection with such MSA and, subject to the terms therein, may be modified and/or terminated without notice in our sole, absolute and unfettered discretion.

Customer-Specific Payment Terms

(i) Payment Authorization: As a Customer, you authorize MROScanner to charge your Payment Method (including charging more than one (1) Payment Method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with your Account, including post-Transaction collection claim amounts in accordance with the Terms. For greater clarity, you hereby authorize MROScanner to use and charge your stored Payment Method to cover any balances owing in connection with a Transaction or the Services, in general, including, without limitation, outstanding payments, fines, fees and damages (e.g., late fees, processing fees and related administrative fees) all in accordance herewith.

(ii) Automatic Update of Payment Method: If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, MROScanner may acquire that information from our financial services partners or your bank and automatically update your Payment Method on file.

(iii) Payment Details Collection & Use: When you provide MROScanner with a Payment Method, you expressly authorize MROScanner, or any third-party service providers acting on MROScanner’s behalf, to collect and store your Payment Method information for future use in the event you owe any monies pursuant to these Terms.

(iv) Your Payment Method, Your Responsibility: MROScanner is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.

Users authorize MROScanner to charge any Payment Method associated with their Account (unless authorization was, prior to the collection claim, removed) to settle any amounts owing relating to the use of the Services or in connection with a Transaction.

You agree that either MROScanner, or the applicable Owner, may seek to recover from you under any insurance policies you maintain and that either MROScanner, or the applicable Owner, may also pursue against you any rights or remedies they may have available, including, but not limited to, referral to a collections agency, or pursuit of causes of action or claims against you, including in relation to a collection claim, or payment requests made by Owners in accordance with the Terms. All payment obligations owed by a Customer to MROScanner, or any applicable Owner, shall indefinitely survive the expiry of any Transaction and/or the termination or ban of the Customer from the Services.

Owner-Specific Payment Terms

(i) Payment Collection: Owner charges Customer in a form, to a payment method and under the payment terms agreed in Transaction Details of the Transaction.

(ii) Invoicing: Owner issues an invoice directly to the Customer. After the completion of the transaction a separate invoice is issued by MROScanner to the Owner for the Service (i.e. the commission).

(iii) Equipment Pricing: Owners may adjust their pricing based on the Customer while presenting an offer on the Transaction Detail page. The inputs are prefilled based on the standard pricing terms entered by Owner, while editing the organization and uploading the listing information.

(iv) Payment of Fees: Payment Methods may involve a direct wire transfer or the use of third-party payment service providers. These banks or payment service providers may charge you additional fees when processing payments. MROScanner is not responsible for any such fees and disclaims all liability in this regard. Payment of such fees while transacting with MROScanner is the sole responsibility of the Owner.

(x) Payment Authorization: As an Owner subscribing to any applicable Services, you authorize MROScanner to charge your designated Payment Method (including charging more than one (1) Payment Method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with your Account. For greater clarity, you hereby authorize MROScanner to use and charge your stored Payment Method to cover any balances owing in connection with the Services, in general, including, without limitation, outstanding payments, fines, fees and damages (e.g., late fees, processing fees, claims costs and related administrative fees) all in accordance herewith. You further authorize MROScanner to deduct payment for amounts owing to MROScanner from any amounts held by MROScanner for or on Your behalf from time to time, if determined to be necessary or expedient by MROScanner in it’s sole, absolute and unfettered discretion.

(xi) Automatic Update of Payment Method: If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, MROScanner may acquire that information from our financial services partners or your bank and automatically update your Payment Method on file.

(xii) Payment Details Collection & Use: When you provide MROScanner with a Payment Method, you expressly authorize MROScanner, or any third-party service providers acting on MROScanner’s behalf, to collect and store your Payment Method information for future use in the event you owe any monies pursuant to these Terms.

Owners acknowledge and agree that MROScanner has no obligation whatsoever to formally intervene in any collection action between an Owner and a Customer whatsoever. The Platform is designed to provide software and technological solutions to facilitate e-commerce between Owners and Customers.

15.2 Not applicable

15.3 Not applicable

15.4 Payment Processing

Payment Methods may involve the use of direct wire transfers and third-party payment service providers. Banks and these third-party payment service providers may charge you additional fees when processing payments, MROScanner is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.

15.5 Taxes

You understand and acknowledge that appropriate governmental agencies, departments, or authorities may take the position that you owe taxes in connection with your profits made as a result of your use of the Services. It is your responsibility to familiarize yourself with any and all applicable tax rules and regulations and to consult with your personal/business tax advisor. It is your responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Services (“Taxes”).

We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. Notwithstanding the integration of any third-party software into the Platform which may assist in such determinations, we take no responsibility for the accuracy thereof and any use or reliance on such systems by any User is subject to the applicable terms and conditions of use of any such third-party.

Users are solely responsible for the collection, filing and payment of Taxes in their jurisdiction. MROScanner makes no representations or warranties regarding how taxing authorities in any jurisdiction will treat income earned by Owners utilizing the Services. Amounts received by Owners from transactions using the Platform are inclusive of any Taxes which may be required to be paid by the Owner. MROSCANNER is not responsible for remittance of any Taxes on behalf of any User. Owners are hereby cautioned to ensure that Taxes are taken into consideration when determining a listing price for their Equipment.

15.6 Third-Party Services and Links to Other Websites, Applications, etc.

You acknowledge and specifically consent to our use of third-party service providers as part of the Services, and in particular you authorize us to enter into service contracts that we deem necessary or appropriate to provide the Services. The providers and services may change from time to time, without notice being sent to you and you acknowledge that your consent is not required for us to change service providers. You authorize us to disclose to third-party service providers the information necessary to receive their service. You authorize us to accept the terms and conditions, including any applicable privacy policies, as determined in our sole, absolute and unfettered discretion, of third-party service providers we choose to engage. You waive the right to any and all claims against us for any liability arising out of the use of third-party service providers, including without limitation for disclosures of confidential information.

Through the Services you may be offered services, products and promotions provided by third parties and not by us. If you decide to use these services, you will be responsible for reviewing and understanding the terms and conditions associated therewith. You agree that we are not responsible for the performance of these services. Our Services may contain links to third-party websites, applications or services as a convenience to you. The inclusion of any such link(s) does not imply an approval, endorsement or recommendation by us. You agree that you access any such external content at your own risk and that any such site is not governed by these Terms. We expressly disclaim any liability for any such website(s), application(s) or service(s). When you utilize another website, application or service you acknowledge that our Privacy Policy is no longer in effect and your interaction with such website(s) is subject to the terms of service, rules and policies of that third-party website, application or service.

15.7 Collection of Fees

MROScanner will employ all legal methods available to collect unpaid amounts, including the engagements of collection agencies or legal counsel. MROScanner, or the collection agencies we retain, may also report information about your MROScanner Account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your MROScanner Account may be reflected in your credit report. In addition to the amount due, delinquent accounts and/or chargebacks will be charged with fees and/or charges that are incidental to the collection of delinquent accounts and/or chargebacks including, but not limited to, collection fees, convenience fees, and/or other third-party charges. You hereby explicitly agree that all communication in relation to delinquent accounts may be made by e-mail or phone, as provided to MROScanner by you. Such communication may be made by MROScanner or by anyone on its behalf, including but not limited to a third-party collection agent. If you wish to dispute the information MROScanner reported to a credit bureau please contact info@mroscanner.com. If you wish to dispute the information a collection agency reported to a credit bureau regarding your MROScanner Account, you should contact the collection agency directly.

15.8 Data Charges

Data charges may apply when you download and use the Services over a cellular network or otherwise. You are responsible for all data or service charges in connection with downloading and use of the Services.

16. Violation and Enforcement

16.1 Policy Enforcement

When an issue arises, without limitation, we may consider any of the following in our sole, absolute and unfettered discretion:

(i) the User’s Account rating, performance history, compliance record and, in appropriate circumstances, if any infringing action is relating to a specific-Authorized User under an Account,

(ii) the tier of the User in any applicable reward and/or performance programs then in place; and

(iii) the specific circumstances of the case and conduct of the parties,

in applying these Terms. We may enforce these Terms in strict accordance herewith or we may choose to be more lenient with enforcement in our sole, absolute and unfettered discretion.

16.2 Violations

MROScanner has the right, but not the obligation, to investigate, pursue, and seek to prosecute, litigate, or refer to law enforcement violations of the Terms to the fullest extent permissible at law. MROScanner may access, preserve, and disclose any of your information if we are permitted or required to do so by law; if we believe in good faith that it is reasonably necessary to respond to claims asserted against MROScanner or to comply with permissible legal process (for example, subpoenas or warrants); to enforce or administer these Terms; to do so for fraud prevention, risk assessment, investigation, customer support, product development, and debugging purposes; and/or to protect the rights, property, or safety of MROScanner, its employees, its users, or members of the public.

MROScanner reserves the right, at any time and without prior notice, in accordance with applicable law, to remove or disable access to any content that MROScanner, in its sole, absolute and unfettered discretion, considers to be objectionable for any reason, in violation of these Terms, or otherwise harmful to the Services or our community. If we believe you are abusing MROScanner, our users or employees or in any way are violating the letter or spirit of any of these Terms, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your MROScanner Account(s) and access to our Services, remove Owner content, remove and/or demote your listings, reduce and/or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services. Additionally, we reserve the right to refuse or terminate our Services to anyone for any reason at our sole, absolute and unfettered discretion to the full extent permitted under applicable law.

16.3 Liquidated Damages

You acknowledge that the actual damages likely to result from you: (i) engaging in gray market transactions (i.e., using MROScanner to find a Customer or Equipment, and then completing a reservation or related transaction partially or wholly independent of MROScanner, in order to circumvent the obligation to pay any MROScanner Fees), (ii) registering domains, social media handles, bidding on keywords, or otherwise using the MROScanner domains, trademarks, or taglines; or (iii) suing or making claims against another User are difficult to estimate and would be difficult for MROScanner to prove. You therefore acknowledge and agree that the administrative costs associated with any such conduct shall be, at a minimum, equivalent to the greater of: (a) TEN THOUSAND EUROS (10 000.00 EUR) or (b) the equivalent MROScanner Service Fee plus applicable taxes for any contemplated Transaction that is so diverted which MROScanner is able to reasonably prove and you hereby agree to pay MROScanner such amount as liquidated damages, and not as a penalty, to compensate MROScanner for each and every occurrence relating to any such conduct.

17. Termination

You may discontinue your use of the Services at any time by deleting your Account, by sending such request to info@mroscanner.com, and refraining from further use of the Services. If MROScanner determines, in its sole, absolute and unfettered discretion, that a User is violating the Terms in any way, shape or form, MROScanner may, without limitation: (i) suspend any use of the Services, (ii) remove any Materials including, without limitation, any listings for any reason, or no reason, or (iii) disable and/or terminate the User Account together with any associated Authorized Users linked to such Account. Termination of access to the Services will not release a party from any obligations hereunder. Users will pay to MROScanner any amounts that have accrued before, and remain unpaid as of, the date of the termination or expiration, including those for the billing cycle in which termination occurs, if applicable. Any form of licenses and use rights granted to a User with respect to the Services, including with respect to intellectual property, will immediately terminate. MROScanner may retain and continue to use any information, including, but not limited to, photography, previously provided by you.

TERMINATION OF YOUR USE OF, OR ACCESS TO, THE SERVICES WILL NOT HAVE ANY EFFECT ON THE TAX RESPONSIBILITIES OF MROSCANNER AS SET OUT HEREIN OR UNDER ANY APPLICABLE LAWS AS WELL AS ANY DISCLAIMERS, WAIVER OR LIABILITY LIMITATIONS, OR LEGAL DISPUTES PROVISIONS UNDER THE AGREEMENT AND/OR ANY FEES DUE, AND ALL OF THOSE TERMS WILL SURVIVE: (I) YOUR DISCONTINUATION OF USE OF THE SERVICES, (II) THE DELETION OF YOUR ACCOUNT AND (III) ANY OTHER PURPORTED OR ACTUAL TERMINATION HEREOF OR OF ANY OTHER AGREEMENT BETWEEN YOU AND MROSCANNER.

18. Disclaimer of Warranties

WE PROVIDE THE PLATFORM, SERVICES AND ALL CONTENT, INCLUDING ANY AND ALL INFORMATION, USER CONTENT, MATERIALS AND USAGE DATA, (COLLECTIVELY, THE “DISCLAIMED ITEMS”) ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. YOUR USE OF THE DISCLAIMED ITEMS SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE AT LAW, MROSCANNER AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, AFFILIATES, SUBSIDIARIES AND LICENSORS (COLLECTIVELY, THE “MROSCANNER PARTIES”) HEREBY: (A) MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (B) EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE; AND (C) DO NOT WARRANT THAT THE DISCLAIMED ITEMS ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM YOUR USE OF THE DISCLAIMED ITEMS. FOR CLARITY, “MROSCANNER PARTIES” INCLUDES REFERENCE TO MROSCANNER.

MOREOVER, THE MROSCANNER PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS THAT DISCLAIMED ITEMS HAVE BEEN AND WILL BE PROVIDED WITH DUE SKILL, CARE AND DILIGENCE OR ABOUT THE ACCURACY THEREOF, AND ASSUME NO RESPONSIBILITY FOR ANY: (I) ANY ERRORS, MISTAKES OR INACCURACIES RELATED THERETO, (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE DISCLAIMED ITEMS, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE DISCLAIMED ITEMS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED ON THE SERVICES, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE DISCLAIMED ITEMS, (V) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE DISCLAIMED ITEMS THROUGH THE ACTIONS OF ANY THIRD-PARTY, (VI) ANY LOSS OF YOUR DATA OR OTHER CONTENT FROM THE DISCLAIMED ITEMS, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY OF YOUR DATA OR CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE DISCLAIMED ITEMS. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE MROSCANNER PARTIES TO ANY THIRD-PARTY.

WE DO NOT ENDORSE OR WARRANT THE EXISTENCE, CONDUCT, PERFORMANCE, SAFETY, QUALITY, LEGALITY OR SUITABILITY OF ANY OWNER, CUSTOMER, EQUIPMENT, LISTING OF EQUIPMENT OR THIRD-PARTY;

WE DO NOT WARRANT THE PERFORMANCE OR NON-INTERRUPTION OF THE PLATFORM;

WE DO NOT REPRESENT OR WARRANT THAT VERIFICATION, IDENTITY OR BACKGROUND CHECKS WILL BE CONDUCTED ON ANY OWNER OR CUSTOMER;

WE DO NOT WARRANT HOW TAXING AUTHORITIES IN ANY JURISDICTION WILL TREAT INCOME EARNED BY OWNERS UTILIZING THE SERVICES;

WE DO NOT WARRANT THAT THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE LISTING AND/OR ANY EQUIPMENT OR OPTIONAL EXTRA, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; AND

WE DO NOT WARRANT THE QUALITY OF ANY LISTINGS, EQUIPMENT, OWNERS, CUSTOMERS, EXTRAS, THE SERVICES, OR ANY CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES. THE DISCLAIMERS IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU HAVE STATUTORY RIGHTS OR WARRANTIES WE CANNOT DISCLAIM, THE DURATION OF ANY SUCH STATUTORILY REQUIRED RIGHTS OR WARRANTIES, WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

MROSCANNER PROVIDES SERVICES THAT ENABLE, WITHOUT LIMITATION, THE RENTING OR BUYING OF EQUIPMENT AND OPTIONAL EXTRAS BETWEEN OWNERS AND CUSTOMERS. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, MROSCANNER DOES NOT ITSELF PROVIDE EQUIPMENT SHARING OR RENTAL SERVICES AND/OR INSURANCE SERVICES AND IS NOT RESPONSIBLE FOR ANY OF THE ACTS OR OMISSIONS OF ANY OF THE USERS OF ITS SERVICES, OR THE SAFETY, USABILITY OR MANUFACTURE OF THE EQUIPMENT OR ANY OPTIONAL EXTRAS, OR ANY THIRD-PARTY PROVIDER OF SERVICES (E.G. EQUIPMENT GPS OR OTHER SYSTEMS).

ALL DOCUMENTS SUPPLIED BY MROSCANNER ARE SAMPLES ONLY NOT FOR USE OR DISSEMINATION WITHOUT PRIOR LEGAL ADVICE. MROSCANNER IS NOT A LAW FIRM AND CANNOT, AND DOES NOT PURPORT TO, PROVIDE LEGAL ADVICE. WE PROVIDE INFORMATION AND SOFTWARE AND YOU ARE RESPONSIBLE FOR APPROPRIATELY USING THIS MATERIAL. NOTHING IN THE MROSCANNER TERMS SHALL BE CONSTRUED OR RELIED ON AS ADVERTISING OR SOLICITING TO PROVIDE ANY LEGAL SERVICES, CREATING ANY SOLICITOR-CLIENT RELATIONSHIP OR PROVIDING ANY LEGAL REPRESENTATION, ADVICE OR OPINION WHATSOEVER ON BEHALF OF THE MROSCANNER PARTIES.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE (A) ADVERTISED OR OFFERED BY A THIRD-PARTY IN ASSOCIATION WITH THE SERVICES, OR (B) ANY HYPERLINKED WEBSITE, ANY SERVICE FEATURED IN ANY BANNER OR ANY OTHER ADVERTISING. WE ARE NOT A PARTY TO, NOR WILL WE IN ANY WAY MONITOR, ANY ACTIVITIES OR TRANSACTIONS BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES WITH WHOM YOU COMMUNICATE OR INTERACT WITH AS A RESULT OF YOUR USE OF THE SERVICES.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages as set out in the Terms. Accordingly, some of these limitations may not apply to you.

19. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, THE MROSCANNER PARTIES SHALL NOT BE LIABLE TO YOU FOR, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, COVER, PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES ARISING OUT OR RELATED TO THE USE OF THE DISCLAIMED ITEMS INCLUDING, BUT NOT LIMITED TO, GOOD WILL, WORK STOPPAGE, LOST PROFITS OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES, AND WHETHER SUCH CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE BEING, WITHOUT LIMITATION, EITHER ACTIVE, AFFIRMATIVE, SOLE OR CONCURRENT), OR ANY OTHER LEGAL OR EQUITABLE THEORY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:,

(A) IN NO EVENT SHALL THE MROSCANNER PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, COVER, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LAWYERS FEES, LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES WHETHER FORESEEABLE OR NOT) RESULTING FROM ANY: (A) CREATION, PRODUCTION OR DELIVERY OF THE DISCLAIMED ITEMS, (B) USE OF THE DISCLAIMED ITEMS, (B) ERRORS, MISTAKES OR INACCURACIES OF THE DISCLAIMED ITEMS, (C) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE DISCLAIMED ITEMS, (D) ANY UNAUTHORIZED ACCESS TO OR USE OF THE DISCLAIMED ITEMS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED ON THE SERVICES, (E) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS, (F) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE DISCLAIMED ITEMS BY ANY THIRD PARTY, (G) ANY LOSS OF YOUR DATA OR USER CONTENT FROM THE DISCLAIMED ITEMS, (H) ANY ERRORS OR OMISSIONS IN ANY OF YOUR DATA OR USER CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE DISCLAIMED ITEMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE BEING EITHER ACTIVE, AFFIRMATIVE, SOLE OR CONCURRENT), PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE MROSCANNER PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR (I) THE DISCLOSURE OF ANY INFORMATION PURSUANT TO THESE TERMS, OUR PRIVACY POLICY, OR ANY OTHER COMMUNICATION WE MAKE OR NOTICE WE PROVIDE.

(B) THIS LIMITATION OF LIABILITY SHALL INCLUDE YOUR WAIVER OF ANY AND ALL RIGHTS TO SUE OR MAKE CLAIMS AGAINST ANY OF THE MROSCANNER PARTIES FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE DISCLAIMED ITEMS INCLUDING, WITHOUT LIMITATION, (I) EQUIPMENT AVAILABILITY (E.G. EQUIPMENT NOT BEING AVAILABLE OR RETURNED WHEN IT WAS SUPPOSED TO BE), (II) PROBLEMS WITH THE EQUIPMENT (E.G. ANY MALFUNCTION OF OR DEFICIENCY IN EQUIPMENT), (III) EQUIPMENT WARRANTY ISSUES (E.G. ANY BREACH OF WARRANTY OR OTHER OBLIGATION BY ANY MANUFACTURER OR OTHER THIRD PARTY ASSOCIATED WITH THE EQUIPMENT), (IV) THE LEGAL OR LICENCE STATUS OF A EQUIPMENT, OWNER OR CUSTOMER, (V) THIRD-PARTY ASSESSMENTS OF ANY EQUIPMENT VALUE, (VI) ANY ACTION OR INACTION OF A CUSTOMER OR OWNER OR (VII) ANY PERSONAL INJURY OR PROPERTY DAMAGE SUFFERED BY YOU OR ANY OTHER THIRD-PARTY.

MROSCANNER HAS NO RESPONSIBILITY AND ASSUMES NO LIABLITY FOR DISPUTES BETWEEN OWNERS AND CUSTOMERS.

CAP ON DAMAGES:

THE TOTAL, OR AGGREGATE, LIABILITY OF ALL MROSCANNER PARTIES TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF ANY OF THE DISCLAIMED ITEMS WE SUPPLY YOU (INCLUDING, WITHOUT LIMITATION, WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE BEING, WITHOUT LIMITATION, EITHER ACTIVE, AFFIRMATIVE, SOLE OR CONCURRENT) OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE GREATER OF: (I) THE AMOUNTS YOU PAID TO MROSCANNER FOR ITS SERVICES OVER THE PAST THIRTY (30) CALENDAR DAYS (NOT INCLUDING AMOUNTS PAID TO OWNERS FOR ANY PARTICULAR TRANSACTION(S)) OR (II) ONE HUNDRED EUROS (100.00 EUR). THE EXISTENCE OF MORE THAN ONE (1) CLAIM SHALL NOT ENLARGE THIS LIMIT.

THE LIMITATIONS OF LIABILITY FOR DAMAGES OR CAPS THEREON SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MROSCANNER AND YOU.

HOWEVER, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION, LIMITATION OR CAPS OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SUCH AS, CONSEQUENTIAL OR INCIDENTAL DAMAGES. AS SUCH, PORTIONS OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH EXCLUSIONS, LIMITATIONS AND/OR CAPS, AS APPLICABLE, SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW (AND MROSCANNER’S LIABILITY SHALL BE LIMITED, EXCLUDED AND/OR CAPPED AS PERMITTED UNDER ANY SUCH MANDATORY APPLICABLE LAW).

MROSCANNER TAKES NO RESPONSIBILITY FOR ASSISTING IN RECOVERY OF ANY FEES, CHARGES, COSTS OR EXPENSES OF ANY KIND OR DESCRIPTION WHATSOEVER RELATED TO DAMAGED EQUIPMENT.

INDEPENDENT ALLOCATIONS OF RISK:

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES REPRESENTS AN AGREED ALLOCATION OF THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THESE TERMS HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

THIS PROVISION SHALL HAVE NO EFFECT ON MROSCANNER’S CHOICE OF LAW PROVISION SET OUT HEREIN.

20. Indemnification

To the extent permitted by applicable law, you agree to release, defend, indemnify, and hold MROScanner and its subsidiaries, officers, directors, employees, suppliers, consultants, affiliates and agents, harmless from and against any claims, liabilities, damages, losses, expenses and costs including, without limitation, legal fees on an attorney-client basis and commercially reasonable accounting fees, arising out of or in any way connected with, as applicable: (a) your access to or use of the Services or your violation of these Terms; (b) the nature and substance of all your User Content uploaded to the Services; (c) your interaction with any User, booking of a piece(s) of equipment, or creation of a listing for any one (1) or more pieces of Equipment; (d) the use, condition, including, but not limited to, any injuries, losses, or damages (compensatory, direct, incidental, consequential, or otherwise) of any kind arising in connection with or as a result of a booking, sharing, or use of a piece(s) of Equipment or optional Extra; or (e) infringement of any intellectual property or other right of any person or entity by you.

The sole recourse of a Customer or Owner, as applicable, regarding a violation in respect of the reservation of Equipment hereof shall be to report the violation and request the Equipment, the Owner and/or the Customer be removed from the Platform.

We retain the exclusive right to settle, compromise, and pay, without your prior consent or knowledge, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent, in our sole, absolute and unfettered discretion. We will use commercially reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

21. Arbitration & Waiver of Class Actions Applicable to Users

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

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against MROScanner on an individual-basis in arbitration as set forth herein and not as a class, collective, coordinated, consolidated, mass and/or representative action. This Arbitration provision precludes you from bringing any class, collective, coordinated, consolidated, mass and/or representative action against MROScanner, and also precludes you from participating in or recovering relief in any current or future class, collective, coordinated, consolidated, mass and/or representative action brought against MROScanner by someone else. Nothing here prevents you from filing a claim with a government agency.

You are hereby advised that there is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the provisions of these Terms as a court world.

This provision shall survive the termination of your contractual relationship with MROScanner.

21.1 Covered Disputes

Section 21 of these Terms is intended to be interpreted broadly. You and MROScanner agree that any dispute, claim or controversy in any way arising out of or relating to: (i) these Terms and prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver or validity thereof; (ii) any tort, statute, fraud, misrepresentation or any other legal theory; (iii) your access to or use of the Services at any times; (iv) incidents or accidents resulting in a personal injury to you or anyone else that you allege occurred in connection with your use of the Services (including, but not limited to, your use of the Platform), regardless of whether the dispute, claim or controversy occurred or accrued before or after the date you agreed to the Terms, and regardless of whether you allege that the personal injury was experienced by you or anyone else; and (v) your relationship with MROScanner, will be settled by binding individual arbitration between you and MROScanner, and not in a court of law.

21.2 Class Action Waiver

You acknowledge and agree that any and all disputes, claims or controversies between the parties shall be resolved only in individual arbitration. The parties expressly waive the right to have any dispute, claim or controversy brought, heard, administered, resolved, or arbitrated as a class, collective, coordinated, consolidated and/or representative action, and neither an arbitration nor an arbitration provider shall have any authority to hear, arbitrate or administer any class, collective, coordinated, consolidated and/or representative action, or to award relief to anyone but the individual in the arbitration. The parties also expressly waive the right to seek, recover or obtain any non-individual relief. Notwithstanding anything else in this Agreement, this Class Action Waiver does not prevent you or MROScanner from participating in a class-wide, collective and/or representative settlement of claims.

The parties further agree that if for any reason a claim does not proceed in arbitration, this Class Action Waiver shall remain in effect, and a court may not preside over any action joining, coordinating or consolidating the claims of multiple individuals against MROScanner in a single proceeding, except that this Class Action Waiver shall not prevent you or MROScanner from participating in a class-wide, collective and/or representative settlement of claims. If there is a final judicial determination that any portion of this Class Action Waiver is unenforceable or unlaw for any reason, (i) any class, collective, coordinated, consolidated and/or representative claims subject to the unenforceable or unlawful provision(s) shall proceed in a court of competent jurisdiction subject only to the Section 21.8 below; (ii) the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration; (iii) the unenforceable or unlawful portion(s) shall be severed from these Terms; and (iv) severance of the unenforceable or unlawful provision(s) shall have no impact whatsoever on the enforceability, applicability or validity of the remainder of these Terms or the arbitrability of any remaining claims asserted by you or MROScanner.

21.3 Delegation Clause

Only an arbitrator, and not any federal, state or local court, tribunal or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation hereof including, without limitation, any claim that all or part hereof is void or voidable. An arbitrator shall also have exclusive authority to resolve all threshold arbitrability issues including, without limitation, issues relating to whether the Terms are applicable, unconscionable, or illusory and any defense to arbitration including, without limitation, waiver, delay, laches or estoppel. However, only a court of competent jurisdiction, subject to Section 21.8 below, and not an arbitrator, shall have the exclusive authority to resolve any and all disputes arising out of or relating to the Class Action Waiver.

21.4 Application to Third-Parties

These Terms shall be binding upon, and shall include any claims brought by or against any third-parties including, but not limited to, your spouses, heirs, successors, third-party beneficiaries and assigns, where their underlying claims arise out of or relate to your use of the Services. To the extent that any third-party beneficiary brings claims against the MROScanner Parties, those claims shall also be subject hereto.

21.5 Pre-Arbitration Dispute Resolution and Notification

The parties agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. The parties therefore agree that, before either party demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered hereby. Multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within thirty (30) days after the other party receives such notice, unless an extension is mutually agreed upon by the parties in writing.

To notify MROScanner that you intend to initiate an informal dispute resolution conference, email us at info@mroscanner.com, providing your name, the telephone number(s) and email address associated with your Account and a description of your claim. Engaging in an informal dispute resolution conference is a condition precedent that must be fulfilled before commencing arbitration, and the Arbitrator shall dismiss any arbitration demand filed before completion of an informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

Initiating Arbitration. In order to initiate arbitration following the conclusion of the informal dispute resolution process required by this Section, a party must provide the other party with a written demand for arbitration and file the demand with the applicable Arbitration Provider, as determined by Section 21.6. A party initiating an arbitration against MROScanner must send the written demand for arbitration to info@mroscanner.com. Additionally, a party initiating arbitration against MROScanner must send an electronic version of the demand for arbitration to the applicable Arbitration Provider, defined below, and must send an electronic version of the as-filed demand to info@mroscanner.com.

21.6 Agreement to Binding Arbitration between You and MROScanner

Unless prohibited by law, all Covered Disputes defined in Section 21.1 of this Arbitration Agreement shall be finally and conclusively settled by the Arbitration Court of the Estonian Chamber of Commerce and Industry (the “ECCI”) in accordance with its rules, as same may be amended or restated from time to time (the “Arbitration Act”), subject to all procedural modifications further set out herein. For any and all disputes, claims or controversies relating to the Services, the parties agree that, in addition to the Arbitration Act, either the:

(i) STANDARD ECCI ARBITRATION set out under the Arbitration Rules of the ECCI, except as otherwise modified herein (the “Simplified Rules”); or

(ii) EXPEDITED ARBITRATION set out under the Expedited Arbitration Rules of the ECCI, except as otherwise modified herein (the“Expedited Rules”),

shall apply (individually or collectively, as applicable, the “Arbitration Rules”). If the parties cannot reach a consensus on which Arbitration Rules to select, then MROScanner shall have the right to select from the Arbitration Rules named above in its sole, absolute and unfettered discretion. For clarity, in the event of a conflict between the Arbitration Act, the Simplified Rules or the Expedited Rules, as applicable, and the Terms set out herein, the Terms shall prevail to conclusively establish the applicable arbitration procedure for the parties relating to any Covered Disputes. Any settlement offer made by you or MROScanner shall not be disclosed to an arbitrator.

Notwithstanding anything to the contrary contained in the Arbitration Act or the applicable Arbitration Rules, the following rules shall govern the arbitration procedure: a) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions with such determination based on the requirements set out herein; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction and d) only one (1) arbitrator shall be selected by consensus in writing between the parties, failing which, same shall be selected by MROScanner from its then applicable roster list based on the nature of the Covered Dispute

Where the relief sought is €50,000 or less in Euros (not including attorneys' fees and expenses), then the arbitrator shall limit the proceeding to written submissions only. Where the relief sought is €50,001 or more in Euros (not including attorneys’ fees and expenses), the arbitrator shall instruct the parties to provide limited discovery and streamlined proceedings.

To the extent applicable, the parties agree that the arbitration: (i) shall be in English, (ii) conducted remotely by telephone or video-conferencing and (iii) the substantive law of Tallinn, Estonia will apply without regard to any conflict of law provisions.

The parties acknowledge and agree that arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. An arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Users but is bound by rulings in prior arbitrations involving the same User to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Where permitted, the parties agree that all communications, evidence, and rulings in the arbitration will remain strictly confidential, except as reasonably necessary to enforce or implement such rulings or these Terms.

21.7 Exceptions to Requirement to Arbitrate

Not applicable.

21.8 Arbitration Venue & Judicial Forum

Notwithstanding anything to the contrary contained herein, you and MROScanner agree to submit to the personal jurisdiction of any court of competent jurisdiction in Estonia in order to compel arbitration, stay proceedings pending arbitration or to confirm, modify, vacate or enter judgement on the award entered by the arbitrator.

21.9 Jury Trial Waiver

The parties understand that, absent this mandatory arbitration section, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. You and MROScanner acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Covered Disputes.

22. Confidentiality

22.1 Confidential Information Definition

“Confidential Information” means: information about a disclosing Party’s (or its affiliates’, customers’ or suppliers’) business or activities that is proprietary and confidential, including, without limitation, (i) information expressly or implicitly marked or disclosed as confidential, (ii) information traditionally recognized as proprietary trade secrets, (iii) all forms and types of financial, business, scientific, technical, economic, or engineering information including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, codes, Intellectual Property that is not the subject of a publicly-available application or registration, and in all instances whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing, (iv) the terms of any MSA and (v) all copies of the foregoing, if any.

Confidential Information does not include information (other than information about identifiable individuals) that is (i) lawfully in the public domain, (ii) previously known to or in the possession of the receiving Party free from any obligation to keep it confidential, (iii) independently developed by the receiving Party without any access to or use of Confidential Information of the disclosing party, and (iv) rightfully obtained by the receiving party from a third party lawfully in possession of the information and who is not bound by confidentiality obligations to the disclosing party.

22.2 Obligations, Use and Retention

Each Party will use Confidential Information of the other Party solely for the purpose for which it was provided and retain it for the time period required for that purpose or as otherwise agreed between the Parties. Each Party shall use at least the same degree of care as it employs to avoid unauthorized disclosure of its own Confidential Information, but in any event no less than commercially reasonable efforts, to prevent disclosing to unauthorized parties the Confidential Information of the other Party.

22.3 Disclosure

Each Party may only disclose Confidential Information of the other Party (i) with the prior written consent of that other Party; (ii) to the extent it is legally compelled to do so; and (iii) to its directors, officers, employees, independent contractors, service providers, professional advisers (including internal and external auditors) and governmental and regulatory authorities, in each case to the extent they have a need to know, are informed of the confidential nature of the information, and agree (for a third party through a written agreement) or are otherwise bound to act in accordance with the obligations set out herein.

22.4 Compelled Disclosure

A Party may disclose Confidential Information of the other Party to comply with legal or regulatory requirements on the condition that, if not legally prohibited: (i) it first notifies the other of the requirements; (ii) it gives the other a copy of the requirements and of the Confidential Information to be disclosed; (iii) it discloses only the Confidential Information it is required to disclose; and (iv) the other does not obtain a protective order, injunction, or other appropriate remedy preventing the disclosure.

23. Supplemental Agreements

23.1 ‘Software as a Service’ Subscription Agreement

If, and only to the extent applicable, any User enters into any form of separate agreement with MROScanner such as: (i) a Master Services Agreement, or MSA, (ii) an order form or (iii) any online subscription terms (the “Subscription Terms”) (individually or collectively, as applicable, the “Supplemental Agreement”) on a subscription basis to access certain ‘software as a service’, with varying levels of corresponding pricing and functionality, then the following specific provisions shall also be deemed to form an integral part of such Supplemental Agreement:

(i) Definitions:

“MROScanner Disabling Device” means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by MROScanner or its designee to disable: (a) access to an Owner or any Authorized User of the Owner to or (b) use of, the Hosted Services, as defined in the Supplemental Agreement, automatically with the passage of time or under the positive control of MROScanner or its designee.

(ii) Subcontractors

MROScanner may, from time-to-time, in its sole discretion engage third-parties to perform any, or all, aspects of the Hosted Services (each, a “Subcontractor”).

(iii) Suspension or Termination of Hosted Services

MROScanner may, directly or indirectly, and by use of an MROScanner Disabling Device or any other lawful means, suspend, terminate or otherwise deny access to, or use of, all or any part of the Hosted Services or MROScanner Materials by Owner, any Authorized User or any other person, without incurring any resulting obligation or liability, if: (a) MROScanner receives a governmental order that expressly, or by reasonable implication, requires MROScanner to do so; or (b) MROScanner believes, in its commercially reasonable discretion, that: (i) the Owner or any Authorized User has failed to comply with, any term of the Supplemental Agreement, or the Terms, accessed or used the Hosted Services beyond the scope of the rights granted or for a purpose not authorized under the Supplemental Agreement, or the Terms, or in any manner that does not comply with any commercially reasonable instructions or requirement of MROScanner; (ii) the Owner or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Hosted Services; or (iii) the Supplemental Agreement expires or is terminated.

23.2 SUPPORT AND TRAINING

(a) Training: Scheduling is subject to availability and any additional terms agreed upon by MROScanner and the User in writing.

(b) Help Desk Support: MROScanner shall provide help desk support during business days in Tallinn, Estonia from 12:00 to 14:00 local time for the identification, isolation, and resolution of problems (hereinafter, a “Problem”).

(c) Case Establishment; Classification, Problem Correction: MROScanner shall establish a file for each problem reported by a User to MROScanner. The User shall classify each problem into one of the “Severity Level” classifications set forth below. MROScanner shall use commercially reasonable efforts to correct each Problem in accordance with the service level objectives set forth herein:

24. Miscellaneous

24.1 Time of the Essence

Where and to the extent applicable, time shall be of the essence relating to these Terms including, without limitation, any Supplemental Agreement or any other form of agreement entered into between MROScanner and any User. No extension or variation of the Terms shall operate as a waiver of this provision.

24.2 No Transfer or Assignment

Except as otherwise provided herein, Users agree that nothing in these Terms constitutes an actual or purported transfer or assignment of any right or interest in a piece of Equipment or optional Extras available for rent or purchase through the Services. All contracts for such transfers or assignments of rights are separate and apart from the use of the Services by any two or more Users.

24.3 No Agency

MROScanner does not appoint any User(s) as its employee, mandatory, legal agent, nor does any part or portion hereof form any kind of legal partnership or joint venture. You are not authorized to make any commitments on behalf of MROScanner and MROScanner will not make commitments on your behalf, except as expressly stated herein.

24.4 Entire Agreement

The Terms state the entire understanding between you and MROScanner concerning your access to and use of the Services and supersede all other previous iterations hereof and/or any other forms of communication which you may have with MROScanner from time to time. With the exception of appointing a custodian to manage Equipment on your behalf, you may not delegate your legal obligations or transfer any of your rights, in whole or in part, to any third party without advance written consent of MROScanner. You will remain responsible for your obligations and actions hereunder in any event.

24.5 Severability – Unenforceable Provision

If any provision, or any part thereof, contained in these Terms is found to be illegal or unenforceable, then such provision, or part thereof, shall be deemed to be restated to reflect as nearly as possible the original intentions thereof in accordance with applicable law. If such restatement is determined to be impossible, such provision, or part thereof, shall be severed and the remaining portion thereof, if applicable, together with all other provisions will not be affected in any way, shape or form and will continue in full force and effect.

24.6 No Waiver

MROScanner’s failure, delay or refusal to exercise any right herein contained will not constitute a waiver thereof or of any other right MROScanner may have. A waiver by MROScanner of any right, covenant or breach shall not be construed to be a waiver of any other right, covenant or breach whatsoever. Such a waiver shall be valid only if granted by formal instrument in writing which is signed by an authorized representative of MROScanner.

Except as otherwise expressly provided herein, all rights and remedies given to MROScanner are distinct, separate and cumulative and, no one (1) of them, whether or not exercised by MROScanner shall be deemed to be in exclusion of any other rights or remedies provided herein or by law or in equity.

In the event of any breach, or threatened breach, of any provision herein contained concerning Confidential Information or breach of a non-disclosure covenant, Users agree that monetary damages would be an inadequate remedy and MROScanner may seek injunctive relief without recourse to any dispute resolution process or provisions contained herein.

24.7 Force Majeure

In no event shall MROScanner be liable or responsible to any User, or be deemed to have defaulted under or breached any provision of the Terms or any Supplemental Agreement, if applicable, for any delay or failure to perform resulting from causes outside of MROScanner’s reasonable control including, without limitation: (i) acts of God, plague, pandemic, epidemic, quarantine, natural disaster including, but not limited to, landslide, flood, washout, fire, disaster, earthquake, tempest, violent storm, blizzard, damage or destruction by lightning; or (ii) general labour disturbance including, but not limited to, boycott, strike, lock-out, go-slow, or occupation of premises; or (iii) sabotage, rebellion, vandalism, cybercrime, riot, blockade, insurrection or explosion; or (iv) actions of military, naval, or civil authority, a public enemy, war, revolution, riots, civil or political disturbances or commotions, rebellions, emergencies of a national, provincial/state or regional scope or terrorism; or (v) power failure or non-availability of labour, telecommunications, transportation facilities, material services, goods, equipment and utility required to enable MROScanner to fulfill such obligations; or (vi) by reason of any statute, law, order-in-council, or any regulation or order passed or made pursuant thereto, or by reason of the order or discretion of any administrator, controller, board, governmental department, officer or other authority, or by reason of not being able to obtain permission or authority required thereby; or (viii) by reason of any other cause beyond MROScanner’s reasonable control, or not wholly or mainly within its control, whether of the foregoing character or not (each of the foregoing, a “Force Majeure Event”).

24.8 Headings

Headings are for reference purposes only and do not limit the scope or extent of such section.

24.9 Changes Required by Context

The Terms shall be read with all changes of gender and number as required by the context.

24.10 Translations

Where MROScanner has provided you with a translation of the English language version of these Terms or any Policies, in case of any wording discrepancies between the English and any other versions of the Terms and any Policies, the English language wording shall take precedence.

24.11 No Contra Proferentem

Notwithstanding any rule or maxim of law or construction to the contrary, any ambiguity or uncertainty will not be construed against MROScanner by reason of the authorship of any provisions of the Terms including, without limitation, any MSA or other any other forms of agreements which may from time to time be entered into between MROScanner and any User of the Services.

24.12 References to Statutes

Any reference to a statute in the Terms including, without limitation, any MSA or other form of agreement entered into between MROScanner and any User includes a reference to all regulations made pursuant to such statute, all amendments made to such statute and regulations in force from time to time and to any statute or regulation which may be passed and which has the effect of supplementing or superseding such statute or regulations.

24.13 Accord and Satisfaction

No payment by any User, or receipt by MROScanner, of a lesser amount than the total amount payable to MROScanner pursuant to any applicable payment obligations set out herein shall be deemed to be other than on account of the earlier stipulated sum owing, nor shall any endorsement or statement on any cheque or any letter accompanying any cheque or payment be deemed an accord and satisfaction, and MROScanner may accept such cheque or payment without prejudice to MROScanner’s rights to recover the balance of such amount owing or pursue any other right or remedy provided for herein.

24.14 Continued Survival

These Terms bind you and your respective heirs, representatives and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.

24.15 Notice

Any notice or other communication required or permitted to be delivered to any User for any purpose whatsoever shall be delivered by e-mail to the e-mail used set up an Account (or for Users with multiple Accounts to the e-mail of the Global Administrator(s)). Any notice or other communication required or permitted to be delivered to MROScanner for any purpose whatsoever aside from legal matters shall be delivered by email to info@mroscanner.com. Legal enquiries are to be delivered to info@mroscanner.com.

24.16 Survival of Indemnities & Covenants

All: (i) User indemnities and (ii) obligations of any User of the Services which arise in connection herewith or, if applicable, any Supplemental Agreement which have not been satisfied as required in accordance with the applicable governing terms shall survive: (a) the expiration of any applicable contractual period, (b) the termination of any User Account for a breach of these Terms or any Supplemental Agreement and (c) the termination by any User of its use of the Services.