Terms of Service

Last Updated: July 31, 2020 .

Thank you for using My Outdoor Agent ^®!

These Terms constitute a legally binding agreement ("Agreement") between you and Orbis, Inc (herein referred to as “Orbis” ) (as defined below) governing your access to and use of the My Outdoor Agent (herein referred to as “MOA”) website, including any subdomains thereof, and any other websites through which Orbis makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "Orbis, Inc Services"). The Site, Application and Orbis, Inc Services together are hereinafter collectively referred to as the “My Outdoor Agent ^® Platform”or“MOA Platform”.

When these Terms mention “My Outdoor Agent ^®,”“we,”“us,” or “our,” it refers to the Orbis, Inc company you are contracting with

Our collection and use of personal information in connection with your access to and use of the My Outdoor Agent ^® Platform is described in our Privacy Policy.

Any and all payment processing services through or in connection with your use of the My Outdoor Agent Platform ("Payment Services") are governed by the terms and conditions of ONEConnect.

Key Terms

Agent: an individual or company offering recreational access for licensing thru a property listing(s) to the public for a fixed period of time.

Landowner: Individual or company in legal ownership of individual recreational licensing units (RLU) listed by an Agent in MOA for licensing to the public for a fixed period of time.

Members: Registered users on My Outdoor Agent. Members can apply for or license a recreational property.

Licenses: Members who maintain an active recreation Property License.

Property Listing:are individual recreational licensing units (RLU) registered in MOA and offered to the public for recreational purposes for a fixed period of time

Property License: the agreement for a recreational access between a Member and a Landowner for a fixed period of time.

MOA Account: a registered Member or Agent account to access and use certain features of the MOA Platform, such as publishing or licensing a Property Listing.

Table of Contents

• Scope of MOA Services
• Eligibility and Using the MOA Platform
• Modification of these Terms
• Account Registration
• Content
• Terms specific for Agents
• Terms specific or Members
• Taxes
• Prohibited Activities
• Disclaimers
• Liability
• Indemnification
• Dispute Resolution and Arbitration Agreement

1. Scope of MOA Services

1.1 The MOA Platform is an online marketplace that enables (“Agents”) certain third parties who offer a (“Property Listing(s)”) for licensing to the public for recreational purposes for a fixed period of time to communicate and transact directly with registered users (“Members”) that are seeking to license a Property Listing(s).

1.2 As the provider of the MOA Platform, Orbis does not own, create, sell, resell, provide, control, offer, deliver, or supply any Property Listings. Agents/Landowners are alone are responsible for their Property Listing(s). When Members make or accept a listing, they are entering into a contract directly with each other. Orbis is not and does not become a party to or other participant in any contractual relationship between Members, nor is Orbis a real estate broker or insurer. Orbis is not acting as a representative in any capacity for any Member.

1.3 While Orbis may help facilitate the resolution of disputes, Orbis has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Property Listings (ii) the truth or accuracy of any Property Listing descriptions, or (iii) the performance or conduct of any Member or third party. Orbis does not endorse any Member or Property Listing. Any such description is not an endorsement, certification or guarantee by Orbis about any Member, including of the Member's identity or background or whether the Member is trustworthy, safe or suitable. Agents, Landowners and Members should always exercise due diligence and care when deciding whether to license a Property Listing, accept a licensing request from a Member, or communicate and interact with other Members, whether online or in person. Verified Images (as defined below) are intended only to indicate a photographic representation of a Property Listing at the time the photograph was taken and are therefore not an endorsement by Orbis of any Agent or Listing.

1.4 If you choose to use the MOA Platform as an Agent, your relationship with Orbis is limited to being an independent, third-party contractor, and not an employee, joint venturer or partner of Orbis for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Orbis. Orbis does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Property Listing(s). You acknowledge and agree that you have complete discretion whether to list Property Listing(s) or otherwise engage in other business or employment activities.

1.5 To promote the MOA Platform and to increase the exposure of Property Listings to potential Members, Property Listings and other Agent Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. The MOA Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

1.6 Due to the nature of the Internet, Orbis cannot guarantee the continuous and uninterrupted availability and accessibility of the MOA Platform. Orbis may restrict the availability of the MOA Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the MOA Platform. Orbis may improve, enhance and modify the MOA Platform and introduce new Orbis Services from time to time.

2. Eligibility and Using the MOA Platform

2.1 In order to access and use the MOA Platform or register an MOA Account Members, Agents and Landowners must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the United States of America and able to enter into legally binding contracts.

2.2 Orbis may make access to and use of the MOA Platform, or certain areas or features of the MOA Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, or a Member’s licensing and cancellation history.

2.3 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).

2.4 The access to or use of certain areas and features of the MOA Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the MOA Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the MOA Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.

3. Modification of these Terms

Orbis reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the MOA Platform and update the “Last Updated” date at the top of these Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the MOA Platform will constitute acceptance of the revised Terms.

4. Account Registration

4.1 You must register an account ("MOA Account") to access and use certain features of the MOA Platform, such as publishing or licensing a Property Listing. If you are registering a MOA Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

4.2 You can register a MOA Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook or Google ("SNS Account"). You have the ability to disable the connection between your MOA Account and your SNS Account at any time, by accessing the "Settings" section of the MOA Platform.

4.3 You must provide accurate, current and complete information during the registration process and keep your MOA Account and public MOA Account profile page information up-to-date at all times.

4.4 You may not register more than one (1) MOA Account unless Orbis authorizes you to do so. You may not assign or otherwise transfer your MOA Account to another party.

4.5 You are responsible for maintaining the confidentiality and security of your MOA Account credentials and may not disclose your credentials to any third party. You must immediately notify MOA if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your MOA Account. You are liable for any and all activities conducted through your MOA Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

5. Content

5.1 Orbis may, at its sole discretion, enable Agents to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the MOA Platform ("Agent Content"); and (ii) access and view Agent Content and any content that MOA itself makes available on or through the MOA Platform, including proprietary MOA content and any content licensed or authorized for use by or through MOA from a third party ("MOA Content" and together with Agent Content, "Collective Content").

5.2 The MOA Platform, MOA Content, and Agent Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the MOA Platform and MOA Content, including all associated intellectual property rights, are the exclusive property of MOA and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the MOA Platform, MOA Content or Agent Content. All trademarks, service marks, logos, trade names, and any other source identifiers of MOA used on or in connection with the MOA Platform and MOA Content are trademarks or registered trademarks of Orbis in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the MOA Platform, MOA Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the MOA Platform or Collective Content, except to the extent you are the legal owner of certain Agent Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Orbis or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Agent Content on or through the MOA Platform, Agents and Landowners grant to Orbis a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Agent Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Agent Content to provide and/or promote the MOA Platform, in any media or platform. Insofar as Agent Content (including Verified Images) includes personal information, such Agent Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy . Unless Agents or Landowners provide specific consent, Orbis does not claim any ownership rights in any Agent Content and nothing in these Terms will be deemed to restrict any rights that Agents or Landowners may have to use or exploit the Agent Content.

5.7 Agents and Landowners are solely responsible for all Agent Content that Agents and Landowners make available on or through the MOA Platform. Accordingly, Agents and Landowners represent and warrant that: (i) Agents and/or Landowners either are the sole and exclusive owner of all Agent Content that is made available on or through the MOA Platform or Agents and/or Landowners have all rights, licenses, consents and releases that are necessary to grant to Orbis the rights in and to such Agent Content, as contemplated under these Terms; and (ii) neither the Agent Content nor Agent and/or Landowner posting, uploading, publication, submission or transmittal of the Agent Content or Orbis's use of the Agent Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5.8 Agents and Landowners will not post, upload, publish, submit or transmit any Agent Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; Orbis may, without prior notice, remove or disable access to any Agent Content that Orbis finds to be in violation of applicable law, these Terms or Orbis’s then-current Policies or Standards, or otherwise may be harmful or objectionable to Orbis, MOA, its Members, third parties, or property.

5.9 Orbis respects copyright law and expects its Members to do the same. If you believe that any content on the MOA Platform infringes copyrights you own, please notify us.

6. Terms specific for Agents

6.1 Terms applicable to all Property Listings

6.1.1 Agents and/or the Landowner the Agent represents are responsible for identifying, understanding, and complying with all laws, insurance, rules and regulations that apply to their Property Listings

6.1.1 When creating a Property Listing through the MOA Platform Agents must (i) provide complete and accurate information about each Property Listing(s) (such as property listing description, location, and license terms), (ii) disclose any deficiencies, restrictions and requirements that apply and (iii) provide any other pertinent information requested by Orbis. Agents are responsible for keeping their Property Listing(s) information (including license terms) up to date at all times.

6.1.3 Agents and/or Landowners are solely responsible for setting a price (including any Taxes if applicable, or charges such as amenity fees) for Property Listing(s) (“Property Listing Fee”).

6.1.4 Pictures, animations or videos (collectively, "Images") used in Property Listings must accurately reflect the quality and condition of the Property Listing(s). Orbis reserves the right to require that Property Listings have a minimum number of Images of a certain format, size and resolution.

6.1.5 The placement and ranking of Property Listings in search results on the MOA Platform may vary and depend on a variety of factors, such as Member search parameters and preferences, Agent requirements, price and license terms, number and quality of Images, and customer service history.

6.1.6 When Agents and/or Landowners accept or have pre-approved a licensing request by a Member, they are entering into a legally binding agreement which Agents and/or Landowners are responsible for providing and maintaining.

6.1.7 Orbis recommends that Agents obtain appropriate insurance for their Property Listing(s). Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not the insurance policy will cover the actions or inactions of Members (and the individuals the Members has licensed, if applicable) while accessing the Property Listing(s).

6.2 Payment Collection

6.2.1 Agent and/or Landowner agrees to pay all fees incurred using ONEConnect, the online payment platform utilized on MOA. These fees will come out of the payments collected prior to being transferred to the Agent and/or Landowners ́ associated banking account(s).

6.2.2 ONEConnect platform processing fees are non-refundable.

6.2.3 No Agent may request any Member to mail cash or utilize any instant-cash wire transfer service such as Western Union or MoneyGram in payment for all or part of a Property License transaction. Any violation of this term or any other unacceptable payment methods that may be posted on the MOA Platform may result in the immediate removal of the non-conforming Property Listings from the MOA Platform without notice to the Agent and/or Landowner and without refund.

7. Terms specific for Members

7.1 Terms applicable to all Property Licenses

7.1.1 Subject to meeting any requirements (such as completing any verification processes) set by Orbis and/or the Agent, Members can license a Property Listing available on the MOA Platform by following the respective licensing process. The Property Listing Fee will be presented to Members prior to licensing a Property Listing. Members agree to pay the Property Listing Fee for any Property Listing requested in connection with their Member MOA Account. Members are also responsible for any incidental fees imposed including but not limited to, failed payments or reprocessing fees.

7.1.2 Upon receipt of a Property License confirmation from MOA/Orbis, a legally binding agreement is formed between Members and the respective Agent and/or Landowner, subject to any additional terms and conditions of the Agent and/or Landowner that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Property Listing. MOA Payments will collect the property Listing Fee at the time of the licensing request or upon the Agent and/or Landowner ́s confirmation pursuant to the Payments Terms.

7.2 Payment Services

7.2.1 Members authorize Orbis to process their payment method information (e.g. credit card information, routing and bank account numbers, expiration dates, a “Payment Method”) and charge their Payment Method as outlined in these Terms of Service.

Members agree that Orbis may charge their Payment Method the Property Listing fee for any Property Listing requested in connection with their Account upon confirmation of the Property Listing license. Members are responsible for any incidental fees imposed including but not limited to, failed payments or reprocessing fees. There are no refunds for processing fees. Orbis is not responsible any fees that may be charged to a Member by his or her bank related to MOA’s payment processing methods, and Orbis disclaims all liability in this regard.

As a general rule, MOA will collect the Property Listing Fee when the Property Listing islicensed (thereafter referenced as a “Property License”). Upon completion of Property Listing being licensed, Members will receive a confirmation email summarizing the confirmed Property License. Members agree to pay us for any confirmed Property License and authorize the collection of such amounts by charging the Payment Method provided as part of requesting the Property Listing. If MOA is unable to collect any amounts Members owe for a confirmed Property License, MOA may engage in collection efforts to recover such amounts from Members. Members agree that all communication in relation to amounts owed will be made by electronic mail or by phone. Such communication may be made by MOA or by anyone on our behalf.

8. Taxes

8.1 As an Agent and/or the Landowner the Agent represents, are solely responsible for determining their obligations to report, collect, remit or include in your Property Listing Fees or other indirect sales taxes, occupancy tax, or income taxes ("Taxes").

8.2 Tax regulations may require us to collect appropriate Tax information from Agents and/or Landowners.

9. Prohibited Activities

9.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the MOA Platform. In connection with your use of the MOA Platform, you will not and will not assist or enable others to:

• breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards;
• use the MOA Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Orbis endorsement, partnership or otherwise misleads others as to your affiliation with Orbis;
• copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the MOA Platform in any way that is inconsistent with the Orbis/MOA Privacy Policy. or these Terms or that otherwise violates the privacy rights of Members or third parties;
• use the MOA Platform in connection with the distribution of unsolicited commercial messages ("spam");
• offer, as an Agent or Landowner, any Property Listing that you do not yourself own or have permission to make available on behalf of a certified business through the MOA Platform;
• unless Orbis explicitly permits otherwise, book any Property Listing if you will not actually be using the Property Listing(s) yourself;
• contact another Member for any purpose other than asking a question related to a your own Property License, Property Listing, or the Member's use of the MOA Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval;
• use the MOA Platform to request, make or accept a Property License independent of the MOA Platform, to circumvent any Property Listing Fees or for any other reason;
• request, accept or make any payment for Property Listing Fees outside of the MOA Platform or MOA Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Orbis harmless from any liability for such payment;
• discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
• use, display, mirror or frame the MOA Platform or Collective Content, or any individual element within the MOA Platform, Orbis or MOA's name, any Orbis or MOA trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the MOA Platform, without Orbis's express written consent;
• dilute, tarnish or otherwise harm the Orbis or MOA brand in any way, including through unauthorized use of Collective Content, registering and/or using Orbis or MOA or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Orbis or MOA domains, trademarks, taglines, promotional campaigns or Collective Content;
• use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the MOA Platform for any purpose;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Orbis/MOA or any of Orbis/MOA's providers or any other third party to protect the MOA Platform;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the MOA Platform;
• take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the MOA Platform;
• export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
• violate or infringe anyone else’s rights or otherwise cause harm to anyone.

9.2 You acknowledge that Orbis has no obligation to monitor the access to or use of the MOA Platform by any Member or to review, disable access to, or edit any Agent Content, but has the right to do so to (i) operate, secure and improve the MOA Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Agent Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Orbis in good faith, and to provide Orbis with such information and take such actions as may be reasonably requested by Orbis with respect to any investigation undertaken by Orbis or a representative of Orbis regarding the use or abuse of the MOA Platform.

9.3 If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Orbis by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

10. Disclaimers

If you choose to use the service whether as a user, Member, Agent, or Landowner, you do so at your sole risk. Except as provided in these terms, each user, Member or Agent/Landowner is solely liable for his/her use of the services, up through and including a stay on a property. To the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a user or guarantee that a user will not engage in misconduct in the future. The service (up through and including the stay on the property by Member and his/her guests) is provided"as is", without warranty of any kind, either express or implied. Without limiting the foregoing, Orbis explicitly disclaims any warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement, and any warranties arising out of course of dealing or usage of trade. Orbis makes no warranty that the services or content, including, but not limited to the listings, will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Orbis makes no warranty regarding the quality of any listings, properties, the services or content or the accuracy, timeliness, truthfulness, completeness or reliability of any content obtained through the services. No advice or information, whether oral or written, obtained from Orbis or through the service, will create any warranty not expressly made herein. You are solely responsible for all of your communications and interactions with other users of the service, including without limitation members and landowners, and with other persons with whom you communicate or interact as a result of your use of the service. You understand that Orbis does not make any attempt to verify the statements of users or to review or visit any property. Orbis makes no representations or warranties as to the conduct of users or their compatibility with any current or future users of the service. You agree to take reasonable precautions in all communications and interactions with other users and with other persons with whom you communicate or interact as a result of your use of the service, particularly if you decide to meet offline or in person regardless of whether such meetings are organized by Orbis. Orbis expressly disclaims all liability for any act or omission of any landowner, member, registered user, guest or other third party.

11. Liability

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the service, content, your Property Listing or Property License of any property via the service, and any contact you have with other users of Orbis whether in person or online remains with you. Neither Orbis nor any other party involved in creating, producing, or delivering the service will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these terms, from the use of or inability to use the service, from any communications, interactions or meetings with other users of the service or other persons with whom you communicate or interact as a result of your use of the service, or licensing of any property via the service, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Orbis has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will Orbis'saggregate liability arising out of or in connection with these terms and your use of the service including, but not limited to, from your listing or licensing of any property via the service, or from the use of or inability to use the service and in connection with any accommodation or interactions with any other members or landowners, exceed the amounts you have paid, owe or received for Property License via the service in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US $100), if no such payments have been made, as applicable. The limitations of damages set forth above are the basis of the bargain between Orbis and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

12. Indemnification

You agree to release, defend, indemnify, and hold Orbis and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities,damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Website, Service, MOA Content, Orbis Intellectual Property or Agent Content or your violation of these Terms of Service; (b) your Agent Content; (c) your (i) interaction with any Member or Agent, or user of the Service (ii) licensing of a Property Listing, or (iii) creation of a Property Listing; and (d) the use, condition or access of a Property Listing by you, including but not limited to anyinjuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a Property License, permit or use of a Property.

Orbis is not an owner or operator of any listed Property Listings, and Orbis does not own, sell, resell, furnish, provide, manage and/or control such Property Listings or land. Unless explicitly specified otherwise, Orbis's responsibilities are limited to facilitating the availability of the Service. ORBIS MAY ASSIST LANDOWNERS IN CREATING AND MAINTAINING LISTINGS. ORBIS DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY PROPERTY.

13. Dispute Resolution and Arbitration Agreement

13.1 Any and all disputes arising from MOA shall be resolved by submitting such dispute or disputes to binding arbitration. Any and all arbitration awards shall be governed and enforced pursuant to the laws of the State of North Carolina.