Apex Customer Terms and Conditions

1.1 Agreement.

“Agreement” means the applicable Order Form, these Terms, the AI Terms, and any other document that the Order Form expressly incorporates. If Staylist and Customer sign a master services agreement that governs an Order Form, these Terms do not apply to that Order Form unless the master services agreement or Order Form expressly states otherwise.

1.2 AI Feature.

“AI Feature” means a feature of the Services that uses artificial intelligence, machine learning, large language models, or similar technology.

1.3 Authorized User.

“Authorized User” means an employee, contractor, property owner, or other person whom Customer authorizes to use the Services for Customer.

1.4 Customer Data.

“Customer Data” means information, content, recordings, messages, configurations, instructions, and other data that Customer, an Authorized User, a guest, or a person acting for Customer submits to, stores in, or transmits through the Services. Customer Data does not include Usage Data.

1.5 Documentation.

“Documentation” means Staylist’s then-current user documentation for the Services at https://help.staylist.com or otherwise provided by Staylist.

1.6 Order Form.

“Order Form” means an ordering document signed by Staylist and Customer that identifies the Services, fees, subscription term, Units, usage allowances, and other commercial terms.

1.7 Services.

“Services” means the hosted ApexOS software, modules, support, implementation services, and other services identified in an Order Form.

1.8 Unit.

“Unit” means a separately rentable accommodation, property, or other inventory item counted under an Order Form.

1.9 Usage Data.

“Usage Data” means technical, operational, and statistical data about the use, performance, and configuration of the Services that does not identify Customer, an Authorized User, a guest, or another natural person.

2.1 Orders.

Each Order Form is a separate commitment under the Agreement. If an Order Form conflicts with another part of the Agreement, the Order Form controls for that Order Form. An Order Form may incorporate the version of these Terms identified in the Order Form or available at https://staylist.com/legal/terms-and-conditions on the Order Form effective date.

2.2 Access Right.

During the applicable subscription term, Staylist grants Customer a limited, nonexclusive, nontransferable right to access and use the Services for Customer’s internal business operations, subject to the Agreement and the Documentation. Customer may permit Authorized Users to exercise this right on Customer’s behalf.

2.3 Accounts.

Customer will provide accurate account information, protect account credentials, and promptly notify Staylist of suspected unauthorized access. Customer will assign credentials only to individual Authorized Users, will not permit credential sharing, and will promptly disable access when a user is no longer authorized. Customer is responsible for use of the Services under its accounts, except to the extent caused by Staylist’s breach of the Agreement.

2.4 Restrictions.

Customer will not: (a) sell, sublicense, or provide the Services to a third party other than as expressly permitted by the Agreement; (b) copy, modify, or create derivative works of the Services; (c) reverse engineer or attempt to discover source code, models, or nonpublic components of the Services, except to the limited extent applicable law prohibits this restriction; (d) interfere with or circumvent the integrity, security, performance, access controls, or usage controls of the Services; (e) use the Services to build or train a competing product or service; or (f) access or use the Services unlawfully or beyond applicable usage limits.

3.1 Services.

Staylist will provide the Services identified in each Order Form in accordance with the Agreement. Staylist may update the Services, but will not materially reduce the core functionality purchased by Customer during the applicable subscription term.

3.2 Implementation.

Customer will timely provide the access, personnel, decisions, data, and cooperation reasonably needed for implementation. Any implementation timing is an estimate unless the Order Form expressly states that it is a binding deadline. A delay by Customer or in a third-party dependency outside Staylist’s reasonable control will extend the applicable schedule to the extent reasonably necessary. Staylist is not required to perform work outside the agreed scope unless the parties approve it in a written change order.

3.3 Support.

Staylist will provide its standard support for the Services. Customer will provide the information, access, and cooperation reasonably requested to investigate a support issue. Support does not cover issues caused by Customer Data, Customer systems, third-party services, misuse, or changes not made or authorized by Staylist. Unless an Order Form expressly states otherwise, the Agreement does not include a service-level commitment, service credit, or guaranteed response or resolution time.

3.4 Beta Features.

Staylist may offer preview, beta, or evaluation features. Those features are optional, may change or end at any time, and are provided “as is” without service-level commitments or warranties.

4.1 Fees.

Customer will pay the fees stated in each Order Form. Except as the Agreement expressly permits, fees are noncancelable and nonrefundable. Staylist may invoice and collect fees on the schedule stated in the Order Form.

4.2 Usage Charges.

Customer will pay charges for usage above included allowances at the rates stated in the Order Form. Apex Credits and other usage measures are billing units, not stored value, currency, or property of Customer. Unused allowances expire as stated in the Order Form and do not carry over unless the Order Form expressly states otherwise.

4.3 Invoices and Disputes.

Customer will pay undisputed amounts when due. Customer must notify Staylist in writing of a good-faith invoice dispute within 30 days after the invoice date and provide reasonable detail. The parties will work in good faith to resolve the dispute. Customer will timely pay all undisputed amounts. Customer may not withhold, offset, or deduct any amount except as the Agreement expressly permits or applicable law requires.

4.4 Taxes.

Fees do not include taxes. Customer is responsible for sales, use, value-added, and similar transaction taxes associated with the Agreement, excluding taxes based on Staylist’s net income. If Customer is tax-exempt, Customer will provide valid documentation before invoicing.

4.5 Late Payment.

Staylist may charge interest on overdue undisputed amounts at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs.

5.1 Payment Processor.

Guest payment processing is provided by a third-party payment processor selected by Staylist. Customer must complete required processor onboarding, including identity verification and bank setup, and accept and comply with any processor terms presented during onboarding. Staylist may facilitate the technical connection between the Services and the processor.

5.2 Staylist’s Role.

The payment processor processes guest payments through Staylist’s platform and merchant account and allocates each payment between Customer’s balance account and Staylist’s balance account for applicable fees. Staylist is not a bank or payment processor. Staylist does not direct transfers of amounts allocated to Customer except to carry out refunds, reversals, chargebacks, reserves, or other actions required by the Agreement, Customer instructions, or the processor’s rules. Staylist does not store full payment-card numbers.

5.3 Customer Responsibility.

Customer is responsible for its account-holder and legal-entity information, payout instructions, refunds, chargebacks, disputes, negative balances, reserves, taxes, and compliance with applicable payment-network and payment-processor requirements. Customer will reimburse Staylist for any refund, reversal, chargeback, negative balance, fine, fee, reserve, or other amount attributable to Customer or its transactions that the payment processor, a payment network, or another payment provider charges to or recovers from Staylist. Staylist may instruct the processor to debit or withhold such amounts from Customer’s balance account, or invoice Customer, to the extent permitted by law and the processor’s rules. Payment services may be unavailable if the processor suspends or terminates Customer’s account or capabilities.

6.1 Customer Operations.

Customer is solely responsible for its properties, listings, rates, availability, rental terms, owner relationships, guest relationships, taxes, permits, refunds, trust accounting, access controls, and business decisions. Customer will verify information and workflows before relying on them in production.

6.2 Customer Data and Instructions.

Customer represents that it has all rights, permissions, notices, and consents needed for Staylist to process Customer Data and follow Customer’s configurations and instructions under the Agreement. Customer also represents that it has authority to connect, manage, publish, and distribute information about each property, listing, account, device, and third-party service that Customer enables through the Services. Customer is responsible for the accuracy, quality, and legality of Customer Data.

6.3 Communications.

Customer is the sender or initiator of calls, recordings, texts, emails, and similar communications made for Customer through the Services. Before sending an application-to-person message, Customer will obtain the consent required for the identified sender and message category, including prior express written consent when required for marketing. Customer will keep required proof of consent, identify the sender, provide required opt-out instructions, promptly honor opt-outs, and comply with applicable marketing, telemarketing, messaging, email, and call-recording laws. Customer must configure a notice to play at the start of the call before any substantive part is recorded or transcribed. The notice must state that the call will be recorded or transcribed, identify the purposes, and obtain any affirmative consent required by law. The notice must be retained in any recording when required by law. Customer must offer a non-recorded alternative when required by law. Staylist may require or provide a standard notice and may suspend recording or transcription if the configuration does not comply with the Agreement or applicable law. Customer is also responsible for selecting and administering available call-recording retention settings.

6.4 Acceptable Use.

Customer will not use the Services to transmit unlawful, infringing, deceptive, harmful, or abusive material; introduce malicious code; violate another person’s privacy or rights; or make a high-impact decision about a person without the review and safeguards required by applicable law.

6.5 Connected Devices and Property Access.

If Customer enables a property-access or connected-device feature, Customer represents that it has authority to connect and manage each device and the applicable premises. Customer will authenticate each user before providing access or device information, limit access by property, time, and role, provide required privacy and security notices, comply with applicable device and provider terms, and use the feature only for lawful and authorized purposes. Customer remains responsible for physical-access decisions, property safety, and emergency procedures.

7.1 Customer Ownership.

As between the parties, Customer retains its rights in Customer Data. Customer grants Staylist and its subprocessors a nonexclusive right to host, copy, transmit, display, modify, and otherwise process Customer Data as needed to provide, secure, support, and improve the Services and to comply with law.

7.2 Product and Model Improvement.

Staylist may use Customer Data to analyze and improve the Services for Customer, develop generally available features, evaluate system performance, and train or improve Staylist-owned models and AI systems. Before using interaction data to train a Staylist-owned model, Staylist will strip personal information and contact details from the training data. Staylist will not authorize a third-party AI provider to use Customer Data to train or improve that provider’s general-purpose models unless Customer authorizes that use in an Order Form or another writing. Staylist will not disclose Customer Data to another customer or permit another customer to access Customer Data.

7.3 Usage Data.

Staylist owns Usage Data and may use it for lawful business purposes, including operating, securing, analyzing, benchmarking, and improving the Services. Staylist may disclose aggregated or deidentified information that does not reasonably identify Customer or any natural person.

7.4 Privacy Policy.

Staylist’s Privacy Policy at https://staylist.com/legal/privacy describes Staylist’s processing of personal information. Customer’s own privacy notices and obligations remain Customer’s responsibility.

7.5 Security.

Staylist will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, and disclosure. If Staylist confirms unauthorized access to, acquisition, use, or disclosure of Customer Data in its possession or control, Staylist will notify Customer without undue delay, provide information reasonably available about the nature and status of the incident, and take reasonable steps to contain and remediate it. Customer is responsible for configuring user roles and permissions, securing Customer-controlled systems and credentials, and promptly notifying Staylist of suspected compromise. No service or transmission method is completely secure, and Staylist does not guarantee that security incidents will never occur.

7.6 Data Processing Terms.

If applicable law requires additional data-processing terms for Customer’s use of the Services, the parties will execute Staylist’s then-current data processing addendum. No data processing addendum is included unless separately signed.

8.1 AI Terms.

Staylist’s AI Terms at https://staylist.com/legal/ai-terms apply to all AI Features and are incorporated into the Agreement.

8.2 Customer Control.

Customer is responsible for configuring AI Features, deciding when and how to use them, reviewing material outputs, and establishing appropriate human oversight. Customer will not represent an AI-generated output as verified unless Customer has reviewed it.

8.3 No Reliance.

AI outputs may be incomplete, inaccurate, or similar to outputs provided to others. Customer will not use an AI output as the sole basis for a legal, financial, safety, employment, housing, credit, insurance, or other high-impact decision.

9.1 Third-Party Services.

The Services may connect to third-party products, services, content, and data. Third-party services are governed by their own terms and are not part of the Services unless the Order Form expressly states otherwise. Customer and its Authorized Users will comply with applicable user-facing, acceptable-use, and service-specific requirements that Staylist identifies in the Documentation or an activation flow for an enabled third-party service.

9.2 Integrations.

Customer authorizes Staylist to exchange Customer Data with each third-party service that Customer enables. Staylist is not responsible for a third party’s acts, omissions, availability, security, or changes. Staylist may suspend an integration if needed to protect the Services, comply with law, or address a third party’s change.

10.1 Staylist Technology.

Staylist and its licensors own the Services, Documentation, Usage Data, and related technology, content, improvements, and intellectual property. Except for the limited access right in Section 2.2, the Agreement does not grant Customer any right in Staylist’s intellectual property.

10.2 Feedback.

If Customer provides feedback or suggestions about the Services, Staylist may use them without restriction or payment, provided Staylist does not identify Customer as the source without permission.

10.3 Customer Marks.

Customer grants Staylist a limited right to use Customer’s names, marks, and content only as needed to provide the Services or as separately approved in writing. Any testimonial, case study, or other promotional commitment is governed by the applicable Order Form or a separate written agreement.

11.1 Confidential Information.

“Confidential Information” means nonpublic information that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer’s Confidential Information. The nonpublic Services, Documentation, pricing, and product plans are Staylist’s Confidential Information.

11.2 Protection.

The receiving party will use the disclosing party’s Confidential Information only to perform or exercise rights under the Agreement. It will protect the information using at least reasonable care and disclose it only to personnel and service providers who need it for that purpose and are bound to protect it. The receiving party is responsible for its personnel’s and service providers’ compliance with this Section.

11.3 Exclusions.

Confidential Information does not include information that the receiving party can show: (a) is publicly available without breach of the Agreement; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from another source without confidentiality duty; or (d) is independently developed without use of the disclosing party’s Confidential Information.

11.4 Required Disclosure.

The receiving party may disclose Confidential Information if law requires it. When legally permitted, the receiving party will give prompt notice and reasonable assistance so the disclosing party can seek protection.

11.5 Duration and Remedies.

The obligations in this Section continue for five years after termination or expiration of the Agreement, except that obligations for trade secrets continue while the information remains a trade secret and obligations for Customer Data continue while the receiving party possesses or controls it. Unauthorized use or disclosure may cause harm for which monetary damages are inadequate. The disclosing party may seek appropriate equitable relief in addition to other remedies.

12.1 Mutual Authority.

Each party represents that it has authority to enter into the Agreement.

12.2 Staylist Warranty.

Staylist warrants that it will provide the Services in a professional and workmanlike manner and that the hosted software will materially conform to the applicable Documentation. The warranty does not apply to a nonconformity caused by Customer Data, Customer systems, a third-party service, misuse, or a modification not made or authorized by Staylist. Customer’s exclusive remedy for breach of this warranty is for Staylist to use commercially reasonable efforts to correct the nonconformity. If Staylist cannot do so, Customer may terminate the affected Services and receive a prorated refund of prepaid fees for the unused remainder of the affected subscription term.

12.3 Disclaimer.

EXCEPT FOR THE EXPRESS WARRANTIES IN THE AGREEMENT, THE SERVICES, AI OUTPUTS, BETA FEATURES, AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, STAYLIST DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. STAYLIST DOES NOT WARRANT ANY OCCUPANCY, REVENUE, SAVINGS, GUEST RESPONSE, LEGAL COMPLIANCE, OR OTHER BUSINESS RESULT.

13.1 Customer Indemnity.

Customer will defend Staylist, its affiliates, and their personnel against a third-party claim arising from: (a) Customer Data; (b) Customer’s properties, listings, rates, rental terms, goods, services, or guest relationships; (c) communications initiated or configured by Customer; (d) Customer’s instructions, configurations, or use of the Services in breach of the Agreement; or (e) Customer’s violation of law or a third party’s rights. Customer will indemnify them against damages, settlements, costs, and reasonable attorneys’ fees finally awarded or agreed in settlement.

13.2 Process.

The indemnified party will promptly notify the indemnifying party of the claim and reasonably cooperate at the indemnifying party’s expense. A delay in notice relieves the indemnifying party of its obligations only to the extent the delay materially prejudices the defense. The indemnifying party will control the defense and settlement. The indemnified party may participate in the defense with counsel at its own expense. The indemnifying party may not settle a claim in a manner that admits fault by, imposes nonmonetary obligations on, or does not fully release the indemnified party without the indemnified party’s written consent.

14.1 Excluded Damages.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, REPLACEMENT-SERVICE COSTS, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE AGREEMENT, EVEN IF ADVISED THAT THE DAMAGES WERE POSSIBLE.

14.2 Liability Cap.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM.

14.3 Exceptions.

SECTIONS 14.1 AND 14.2 DO NOT LIMIT: (A) CUSTOMER’S PAYMENT OBLIGATIONS; (B) CUSTOMER’S OBLIGATIONS UNDER SECTION 13; (C) CUSTOMER’S BREACH OF SECTION 2.4 OR INFRINGEMENT OR MISAPPROPRIATION OF STAYLIST’S INTELLECTUAL PROPERTY RIGHTS; (D) A PARTY’S FRAUD OR WILLFUL MISCONDUCT; OR (E) LIABILITY THAT APPLICABLE LAW DOES NOT PERMIT THE PARTIES TO LIMIT. THE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY AND TOGETHER ALLOCATE THE RISKS REFLECTED IN THE FEES.

15.1 Term.

These Terms begin when Customer first signs an Order Form incorporating them and continue while an Order Form remains in effect.

15.2 Subscription Terms.

The initial term, renewal terms, and any nonrenewal deadline appear in the Order Form. Unless the Order Form states otherwise, an Order Form may be terminated during its term only as this Section permits.

15.3 Suspension.

Staylist may suspend affected Services to address: (a) an overdue undisputed amount after reasonable notice; (b) a material security risk; (c) unlawful use; (d) use that materially disrupts the Services or another customer; or (e) a third-party service suspension that prevents continued operation. When practicable, Staylist will limit the suspension to the affected access or feature and provide notice and a reasonable opportunity to cure.

15.4 Termination for Cause.

Either party may terminate an affected Order Form if the other party materially breaches the Agreement and does not cure the breach within 30 days after written notice. Either party may terminate immediately if the other party becomes subject to bankruptcy or similar proceedings that are not dismissed within 60 days, ceases business without a successor, or makes an assignment for creditors.

15.5 Effect of Termination.

On termination or expiration, Customer’s right to use the affected Services ends. Customer remains responsible for fees accrued through the effective termination date. If Customer terminates for Staylist’s uncured material breach, Staylist will refund prepaid fees for the unused remainder of the terminated subscription term. If Staylist terminates for Customer’s uncured material breach, unpaid committed fees for the terminated term become due, subject to applicable law.

15.6 Data Export and Deletion.

During the subscription term, Staylist will retain Customer Data, including guest records and communications, while Customer’s account remains active, subject to Customer instructions and available retention settings. Staylist will delete stored payment tokens and limited payment metadata 30 days after the latest departure associated with that information and will retain call recordings for the period Customer selects from the available settings. Customer may export Customer Data using available features. For 30 days after termination or expiration, Staylist will make Customer Data available for export upon request, unless law prohibits access or the account was terminated for unlawful activity. After that period, Staylist will delete Customer Data from production systems, except for information retained as required by law or subject to a legal hold. Customer Data in routine backups will be deleted or overwritten in the ordinary course.

15.7 Survival.

Sections that by their nature should survive will survive termination, including accrued payment obligations, restrictions, intellectual property, confidentiality, disclaimers, indemnification, limitations of liability, and general terms.

16.1 Current Customers.

Staylist may update these Terms. An update will apply to an existing Order Form only at renewal, when the parties agree in writing, or earlier to the limited extent reasonably required by law or to address a material security risk. Staylist will not use an update to materially reduce Customer’s rights during a committed subscription term.

16.2 Version Record.

Staylist will state the effective date of each version and maintain the current version at https://staylist.com/legal/terms-and-conditions. Customer should retain the version identified in its Order Form.

17.1 Governing Law.

Tennessee law governs the Agreement without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue.

The state and federal courts located in Knox County, Tennessee have exclusive jurisdiction over disputes arising from or related to the Agreement. Each party consents to personal jurisdiction and venue in those courts.

17.3 Jury-Trial Waiver.

To the extent permitted by law, each party knowingly and voluntarily waives a jury trial for any dispute arising from or related to the Agreement.

18.1 Notices.

Legal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email followed by one of those methods. Notices to Staylist must be sent to Staylist, LLC, 614 Mabry Hood Road, Suite 100, Knoxville, Tennessee 37932, Attention: Legal, with a copy to [email protected]. Notices to Customer must be sent to the address or email in the Order Form. Notice is effective on receipt.

18.2 Assignment.

Customer may not assign the Agreement without Staylist’s prior written consent. Staylist may assign the Agreement to an affiliate or in connection with a merger, reorganization, sale of substantially all assets, or change of control. Any other attempted assignment is void.

18.3 Trade Controls.

Customer will not access, use, export, reexport, transfer, or otherwise make the Services available in violation of applicable export controls or economic sanctions. Customer represents that neither it nor, to its knowledge, any Authorized User is a prohibited or restricted party or is located in, ordinarily resident in, or organized under the laws of a territory subject to comprehensive countrywide or regionwide sanctions applicable to the Services. Customer will not use the Services for a prohibited end use.

18.4 Force Majeure.

Neither party is liable for delay or failure caused by events beyond its reasonable control, except Customer’s obligation to pay amounts due. The affected party will use reasonable efforts to reduce the effect of the event.

18.5 Independent Contractors.

The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

18.6 No Third-Party Beneficiaries.

The Agreement does not create rights for any third party.

18.7 Waiver and Severability.

A waiver must be in writing and applies only to the specific instance. If a provision is unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain effective.

18.8 Entire Agreement.

The Agreement is the entire agreement about its subject and supersedes prior or contemporaneous proposals and communications about that subject. A purchase order or other Customer form is for administrative convenience only, and its additional or conflicting terms do not apply.

18.9 Electronic Signatures.

Electronic signatures and electronic records have the same effect as originals. An Order Form may be signed in counterparts.