Terms and Conditions

The website and sub-domains located at Staylist.com,including all subdomains and partnered domains, (collectively the “Site” are copyrighted works belonging to Staylist.com, Staylist, LLC, and/or Stayventure, LLC dba Staylist. Certain features of the Software or Site may be subject to additional guidelines and/or terms, which will be posted on the Software or Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement. As used herein, “Staylist”, “us”, and “we” refer to Staylist.com, Staylist, LLC, and/or Stayventure, LLC dba Staylist, and “you,” and “your” refer to the individual, corporation, limited liability company, trust, partnership, entity, or user accessing and/or using the Site and/or the Software. “Rental” refers to any individual room, campsite, or other location you offer for short-term rental via the Software (defined in Section 1 below). “Listing” refers to your online listing of a Rental to be booked via the Software. “Guest” refers to any individual, group of individuals, corporation, limited liability company, trust, partnership, or entity who books a Listing through the Software.

THESE TERMS OF USE (“AGREEMENT”) SET FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE SITE AND SOFTWARE. BY ACCESSING OR USING THE SITE OR SOFTWARE, YOU ARE ACCEPTING THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT. YOU MAY NOT ACCESS OR USE THE SITE OR SOFTWARE OR ACCEPT THIS AGREEMENT IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE SITE OR SOFTWARE. IF YOU ARE ACCESSING THE SITE ON BEHALF OF A COPRORATION, LIMITED LIABILITY COMPANY, TRUST, PARTNERSHIP, OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SAID CORPORATION, LIMITED LIABILITY COMPANY, TRUST, PARTNERSHIP, OR OTHER ENTITY TO THE PROVISIONS OF THIS AGREEMENT.

  1. SOFTWARE.Staylist provides users with reservation management software (“Software”), marketed and sold through the Site and through other means. For purposes of clarity, the term “Software” includes any and all updates, new features, and software functionality. The software is cloud-based, and you are responsible for obtaining access to the Software, which may require transacting with third parties such as internet providers. Use of the Site, Software, and/or any and all new features or products offered by Staylist is also governed by this Agreement, and the term “Software” shall apply to the same. Staylist reserves the right at any time to update, change, suspend, and/or discontinue the Software with or without notice. You agree that Staylist shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Software. If the Software or any other product or service is listed on the Site at an incorrect price or with incorrect information, we reserve the right to refuse or cancel orders placed for the same, whether or not the order has been confirmed and even if you have been charged (in which event a credit will be issued to you in the amount of the charge). Our creation or transmission of an order confirmation does not signify acceptance of your order, nor does it constitute a binding confirmation of an offer to sell any Software or other product or service offered on the Site, and we reserve the right to accept or decline your order for any reason. We may contact you and require additional information from you before we grant such approval. Software on the Site is offered for sale only to end user customers and not for resale. We reserve the right to refuse, cancel, or seek the return of any Software that is purchased in violation of our policies and restrictions. You are responsible for any taxes imposed on the sale or use of Software, and applicable taxes may be added to the amount charged for Software purchased on the Site.
  2. PRIVACY POLICY. When you accept this Agreement, you also agree to the provisions of our “Privacy Policy” (located at: https://staylist1.wpenginepowered.com/privacy-policy/) which is incorporated into this Agreement by reference. You agree that Staylist may process your personal data in the manner described in the Privacy Policy, and you agree that you will not process the personal data of any third person with whom you may come in contact through the use of the Software, except in compliance with the Privacy Policy.
  3. COMMUNICATIONS.You consent to receiving communications from us electronically. We may communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically (including but not limited to posting the same at any location on the Site) satisfy any legal requirement that such communications be in writing. You agree that any information you receive from Staylist related to Staylist’s operations, plans, customers, methods, business, finances, procedures, and other information that would reasonably be considered confidential shall be considered Confidential Information and that you will not disclose any Confidential Information to third parties during the term of this Agreement nor after the termination of this Agreement (your confidentiality obligation in this Section 3 expressly surviving the termination of this Agreement) until such information naturally (and not as the result of your violation of your obligations herein) becomes publicly accessible.
  4. PAYMENT TERMS.You set the price for your Listings, which shall include the price for renting the rental and may include (at your discretion) local, state, federal or other taxes (“Taxes”) (e.g., sales taxes, value added taxes, and goods and services taxes) and other charges (e.g., cleaning charges) (collectively, the “Full Price”). 

For each Listing that has been booked via the Software (“Booked Listing”), you will be remitted the Full Price for the Booked Listing minus a Service Fee (defined below). You are responsible for enforcement of your own cancellation policy, and Staylist shall not be required to refund any money in accordance with cancellations. Staylist will remit you the payment (i) in accordance with Staylist’s policy then in effect.. Payment shall be collected from Guests via links provided or other method designated by Staylist. All payments will be in US dollars. You hereby authorize Staylist to deduct Service Fees as described below. All Service Fees are earned fees at the time of payment and are NON-REFUNDABLE. Service Fees are exclusive of all Taxes and you are responsible for calculation, collection, and payment of all Taxes that apply to your transaction.  Staylist currently does not charge a fee for creating Listings; however, Staylist reserves the right, in its sole discretion, to charge a Listing fee in the future and will provide notice thereof on its Site prior to such fee taking effect. 

Service Fee: In consideration for providing the Software, Staylist collects service fees from Guests in the amount of 3% of the non-tax portion of the Expected Price, up to $10.00 (“Service Fees”). Service Fees are collected in United States Dollars, and except as otherwise provided herein, Service Fees are earned fees at the time of payment and are NON-REFUNDABLE. 

Security Deposits

You may choose to include a security deposit requirement in your Listings (“Security Deposits”), which is in addition to the booking price. Staylist is not responsible for the failure of any Guest to leave Rental in the condition it was in when the Guest arrived or in the condition in keeping with the terms and conditions set forth in your Listing and/or Rental terms, and you agree to indemnify and hold Staylist harmless from and against the same. Staylist is not responsible for the acts or omissions of any Guest or any individual whom a Guest invites to, or otherwise provides access to, the Rental, and you agree to indemnify and hold Staylist harmless from and against the same. If a Security Deposit is required, then the Software may obtain a pre-authorization via the Guest’s credit card for the Security Deposit prior to the Guest’s check-in date for the Rental However, Staylist shall have no responsibility toward you or toward the guest regarding the handling of the Security Deposit, and you shall indemnify and hold harmless Staylsit therefrom. You agree that any dispute regarding the Damage Amount is solely between the host and Guest and each hereby releases, holds harmless, and indemnifies Staylist therefrom. Staylist is not responsible for any claims by you related to damage to the Rental, and disclaims any and all liability in this regard . In the event a Guest makes any claim or demand against Staylist in connection with the handling of the Security Deposit, you shall pay all Staylist’s costs of defense including but not limited to payment of any settlement or judgment, Staylist’s attorney fees, and all other cost of Staylist’s defense.

Double Bookings

It is your sole and absolute responsibility to ensure that there are not multiple bookings on your Listings (e.g., a booking made for the Listing outside of the Software and another booking made for the Listing through Software for the same date). If a reservation is made for a Listing outside of the Software, you shall immediately update the Listing with that information in the Software to accurately reflect such reservation. If you fail to immediately update the Listing as described above, and a Guest makes a booking request that results in a booked Listing (” Double Booking”), you assume all responsibility and liability for such Double Booking and shall indemnify and hold Staylist harmless therefrom. If you cancel the Guest’s booked Listing, then you will either (i) provide the Guest an alternate Rental location which is acceptable to the Guest or (ii) cover the cost for the Guest to book an alternate similar Rental, or if no such alternate is available, an alternate Rental elsewhere which is acceptable to the Guest. Staylist is not responsible for any claims by Guests related to damages caused by Double Bookings, and disclaims any and all liability in this regard. You hereby release, indemnify, and hold harmless Staylist from and against any and all liability for damages of any kind resulting from any such Double Booking and you agree to pay any and all judgments or settlement amounts as well as any and all costs of Staylist’s defense, including but not limited to court costs and attorney fees.

General Payment Terms

For all amounts owed by you to Staylsit or otherwise through the Software, Staylist may either deduct such amounts from any amounts due to you or invoice you for such amounts and you shall pay all invoiced amounts within 30 days after the date of invoice. All payments must be made in U.S. dollars. Any amount that is not paid when due will accrue interest at the highest rate permitted by applicable law from the due date until paid. You shall pay all Staylist’s costs of collection of any and all amounts owed by you (including any and all interest), including but not limited to court costs and attorney fees. 

Chargebacks

In the event of a Guest disputing a booking or a damage claim charge arising from any of your acts or omissions, Staylist will contest the dispute on your behalf. In the event of losing a chargeback, you will be liable for the disputed funds and shall promptly refund Staylist the amount paid for the disputed transaction plus a $15.00 processing fee. Staylist also reserves the right to collect the disputed transaction’s payment from your future booking payments. While Staylist does not currently automatically reverse disputed transaction’s payment from your bank account, you as a host acknowledge and agree that Staylist reserves the right, in its sole discretion, to reverse disputed transaction’s payment from you at the time of receiving a chargeback and that the said funds will be returned back to you once a chargeback is ruled in your favor.

Security.

When you or a Guest makes payment through the Software, the Site, or any related or affiliated website, all of order information, including the credit card number and delivery address, is transmitted through the Internet using Secure Sockets Layer (SSL) technology. SSL technology causes the browser of the individual or entity making payment to encrypt the order information before transmitting it to our secure server. SSL technology, an industry standard, is designed to prevent someone other than operators of the Software, Site, and/or related or affiliate websites from capturing and viewing your or a Guest’s personal information.

While we use industry standard means to protect our this information, the Internet is not perfectly secure. The measures we use are appropriate for the type of information we collect. We cannot promise that your or a Guest’s use of the Software, the Site, or any related or affiliated website will be completely safe. We encourage you and all Guests to use caution when using the Internet. We strongly recommend that you do not share your password and that you use unique passwords for all of your online accounts.

  1. ACCOUNTS.  In order to use the Software, you must register for an account with Staylist (“Staylist Account”) and provide certain information about yourself as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You are responsible for maintaining the confidentiality of your Staylist Account login information and are fully responsible for all activities that occur under your Staylist Account. You agree to immediately notify Staylist of any unauthorized use, or suspected unauthorized use of your Staylist Account or any other breach of security. Staylist cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You may not have more than one Staylist Account.If you associate your Staylist Account with login credentials from a social networking site (e.g., Facebook or Twitter) (“SNS”), we may receive information about you from such SNS, in accordance with the terms and conditions (e.g., terms of use and privacy policy) of the SNS (” SNS Terms”), and such information will be deemed “User Content” hereunder. The term “User Content” shall also refer to all information you input into the software and all data stored about you and your reservations. We may add this information to the information we have already collected from you via the Site and Software. If you elect to share your information with these SNS, we will share information with them in accordance with your election. The SNS Terms of these SNS will apply to the information we disclose to them. 

Use of the Software is exclusive to you. You shall not permit anyone who is not your employee or otherwise a part of your company (or other owner of your business and/or property) to access the Software at any time. Any and all passwords and information used to access the Software must be kept strictly confidential and not disclosed to anyone except in connection with your use of the Software hereunder. You shall destroy all passwords and other information used to access the Software immediately upon termination of this Agreement, and you shall likewise destroy any and all images of the Software, code, and/or information taken from the Software. You agree to cooperate with Staylist in retrieving your information from the Software upon termination without violating your confidentiality obligation hereunder. While Staylist will take reasonable steps to retrieve and protect your information, you agree that Staylist may immediately revoke your access to the Software upon termination of this Agreement (the same being necessary to protect Staylist’s intellectual property contained in the Software) and you hereby agree to indemnify and hold Staylist harmless from and against any and all damage to you from the revocation of such access.

Additionally, it is your responsibility to ensure that all of your employees, officers, shareholders, members, partners, contractors, and anyone to whom you grant access to the Software complies with all of your confidentiality obligations in this Agreement. In the event any such person violates any term of this Agreement, you agree to be held liable for such violation.

In the event that you allow anyone access to the Software in violation of this Agreement, or you retain any password, image, code, or other information taken from the software in violation of this Agreement, you agree that, in addition to monetary damages for which you will be liable, Staylist may seek injunctive relief and that you will pay any and all costs associated with Staylist’s enforcement of this Agreement, including but not limited to court costs and attorney fees.

  1. LICENSE.  Subject to the terms of this Agreement, Staylist grants you a non-transferable, non-sublicensable, non-exclusive, license to use the Site and/or Software for your personal use (which will include the commercial use of the Software for reservation management only).  The rights granted to you in this Agreement are subject to the following restrictions:
  1. you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Software;
  2. you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer the Site or Software, or any portion thereof (including but not limited to any content found thereon and/or any coding contained therein);
  3. you shall not access the Site or Software in order to build a similar or competitive service; 
  4. except as expressly stated herein, no part of the Site or Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; 
  5. you may not use any data mining, robots, or similar data gathering tools or otherwise exploit your access to the Software for any commercial purpose; 
  6. you may not use any of the trademarks, logos, or other proprietary graphics without express written permission, which may be denied in Staylist’s sole and absolute discretion; and
  7. you shall not assist with (whether actively or passively), permit, or allow the violation of A-F above by any third party, and, in the event you discover a violation of A-F above by any third party, you shall immediately notify Staylist who may take any and all remedial action necessary, including but not limited to freezing or terminating your account (and we may, with or without taking remedial action, pursue any and all damages available at law or in equity). 

Any future release, update, or other addition to functionality of the Site or Software shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site or Software content must be retained on all copies thereof.

  1. MODIFICATION. Staylist reserves the right, at any time, to modify, suspend, or discontinue the Software or any part thereof. Staylist may make minor modifications at any time with or without notice, but will provide you with 30 days’ notice prior to discontinuance or substantial changes. Such notice shall be made by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. You agree that Staylist will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Software or any part thereof, and you hereby indemnify and hold Staylist hamless from and against any and all damages and liability associated with such modification, suspension, or discontinuance to the greatest extent allowed by law.
  2. FEEDBACK. If you provide Staylist any feedback or suggestions regarding the Site or Software (“Feedback”), you hereby assign to Staylist all rights in the Feedback and agree that Staylist shall have the right to use such Feedback and related information in any manner it deems appropriate. Staylist will treat any Feedback you provide to Staylist as non-confidential and non-proprietary. You agree that you will not submit to Staylist any information or ideas that you consider to be confidential or proprietary.
  3. OWNERSHIP. Excluding your User Content to the extent the same was not created in whole or in part by or with the assistance of the Software, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and Software are owned by Staylist or Staylist’s licensors. The use of the Site and/or provision of Software does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Staylist and its suppliers reserve all rights not specifically granted in this Agreement. The relationship of the parties shall be that of independent contractors, and no partnership is created hereby.
  4. TRADEMARKS. Staylist’s logos and product and service names are trademarks of Staylist. All other “trademarks” (which term includes both trademarks and servicemarks) appearing on the Site or in connection with the Software are trademarks of their respective owners, and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made. You may not attempt to disassemble, decompile, reverse engineer, or otherwise modify or attempt to access the software, related code, or any portion of the Software.
  5. INDEMNITY.   Without in any way limiting any other indemnification contained herein, you agree to indemnify and hold Staylist (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Site or Software, (ii) your User Content, (iii) your rental and Listing, (iv) your interaction with any other third parties (including but not limited to Guests booked via the Software), (v) your violation of this Agreement; or (vi) your violation of applicable laws, rules, and/or regulations. Staylist reserves 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 without the prior written consent of Staylist. Staylist will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree to pay any and all judgments and/or settlements against Staylist as well as all costs of Staylist’s defense including but not limited to court costs and Staylist’s attorney fees.
  6. TERM AND TERMINATION. This Agreement shall apply for an indefinite term and may be terminated by either party by providing 30 days’ notice to the other party. However, Staylist may immediately terminate this Agreement without notice in the event that it becomes evident to Staylist that you have allowed unauthorized access to the Software or violated any other term of condition herein. Upon termination of this Agreement, we will promptly pay you any amounts we reasonably determine we owe you hereunder. 

Upon termination of this Agreement, your Staylist Account and right to access and use the Site and Software will terminate immediately. You understand that any termination of your Staylist Account may involve deletion of your User Content. Additionally, all termination procedures described in Section 5 of this Agreement shall be followed (including but not limited to your obligation to destroy confidential information, to refrain from granting third parties access to the Software, and to cooperate with Staylist in retrieving your information). You understand and agree that Staylist will take reasonable steps to protect your information, which steps may include (but may not necessarily be limited to) de-identification of your data. However, you agree that Staylist may immediately take any and all steps necessary to terminate your access to the Software upon termination of this Agreement in accordance with the aforementioned Section 5 (such termination being necessary to protect Staylist’s intellectual property and confidential information). 

Staylist will not have any liability whatsoever to you for any termination of this Agreement, including but not limited to liability for termination of your Staylist Account or deletion of your User Content. Even after this Agreement is terminated, all provisions related to confidentiality and/or confidential information, intellectual property and/or trade secrets, indemnity, limitation of liability, disputes and dispute resolution, and payment shall remain in effect, specifically including but not limited to:  Sections 3, 4, 5, 8, 9, 10, 11, 14, 15, 17, 18 19, 20, 25, and this Section 12.

  1. DISCLAIMERS. THE SOFTWARE IS PROVIDED “AS IS”, “WHERE IS”, AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY AND ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SOFTWARE:
  1. WILL MEET YOUR REQUIREMENTS; 
  2. WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS;
  3. WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE, AND WE DISCLAIM THE SAME.
  1. LIMITATION ON LIABILITY. IN NO EVENT SHALL WE (AND/OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF THE SITE AND SOFTWARE ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR (AND OUR SUPPLIERS’) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF:
  1. $50.00; OR 
  2. AMOUNTS YOU HAVE PAID STAYLIST IN THE PRIOR 12 MONTHS (IF ANY).
  1. YOUR ACCOUNT.You are responsible for maintaining the confidentiality of any account information, including your login and password, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Staylist reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion. You are also solely responsible for the accuracy and currency of the data entered into the Software under your user account. You agree to indemnify and hold Staylist harmless from and against any claim related to content, accuracy, or currency of the information you provide through the Software.
  2. LINKS.Staylist may provide links to other websites or resources. Because Staylist has no control over such sites and resources, you acknowledge and agree that Staylist is not responsible for the availability or content of such external sites or resources. You may create a link to the Site so long as the link does not portray Staylist or its products or Software in a false, misleading, derogatory, or otherwise offensive manner. You may not use any of Staylist’s logos, trademarks, or other proprietary graphics as part of your link. Staylist may refer to you certain products or Software from third parties, and/or may collaborate with third parties to provide the Software to you, in which case Staylist may receive certain compensation from such third parties.
  3. INTELLECTUAL PROPERTY RIGHTS.The Software and all code, javascript, copyrights, trade secrets and other proprietary rights therein, including any derivative work, are, and will remain the sole property of Staylist, regardless of the use made by you; and are protected by certain United States and international patent laws, copyright laws, and trademark laws. The terms of this Agreement confer no title of ownership in the Software, and are not a sale of any rights in the Software, including any intellectual property rights related thereto.
  4. GOVERNING LAW AND JURISDICTION.This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without reference to the United Nations Convention on the International Sales of Goods. The Parties hereby submit to the exclusive jurisdiction of the state and federal courts located in the State of Tennessee. Any litigation filed hereunder shall be properly filed in a state or federal court (as applicable) located in Knox County, Tennessee and shall not be properly filed in any other county.
  5. ATTORNEY FEES.In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.
  6. ENTIRE AGREEMENT; AMENDMENT.This Agreement is a binding contract and constitutes the entire agreement and understanding of the parties, whether oral or written, relating to the subject matter hereof; are intended as the parties’ final expression and complete and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, communications, and understandings, whether written or oral; and may be amended or modified only as described herein.
  7. NON-WAIVER.No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.
  8. NO THIRD-PARTY BENEFICIARIES.Nothing in this Agreement, express or implied, is intended to confer on any person, other than the parties to this Agreement, any right or remedy of any nature whatsoever.
  9. SEVERABILITY; BINDING EFFECT.If any provision of this Agreement shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement shall not be impaired. This Agreement shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and assigns.
  10. FORCE MAJEURE.Neither you nor Staylist will not be liable for or be considered to be in breach of or default under this Agreement on account of failure to perform any obligation hereunder, other than obligation for payment due hereunder, as a result of any fire, flood, natural disaster, epidemic, pandemic, war, riot, strike, government order, act of civil or military authority, labor dispute, equipment or device failure, computer virus, or failure or interruption of electrical telecommunications or other utility service or other condition beyond the reasonable control of the parties.  
  11. DEFENSE AND INDEMNIFICATION.In addition to the other provisions of this Agreement, you agree to defend Staylist from any actual or threatened third party claim arising out of or based upon your use of the Software, your failure to comply with any of the provisions of the GDPR, and your breach of any of the provisions of this Agreement. In addition, you agree to indemnify, defend, and hold harmless Staylist from and against: (a) all damages, costs, and attorneys’ fees finally awarded against Staylist in any proceeding under this Section; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Staylist in connection with the defense of such proceeding (other than when you have accepted defense of such claim); and (c) if any proceeding arising under this Section is settled, any amounts to any third party agreed to by you in settlement of any such claims.
  12. ACCEPTABLE USE POLICY
    In addition to any other things that might constitute a misuse of the Software, you must not, and must not attempt to do the following things:
  • modify, alter, tamper with, repair or otherwise create derivative works of any of the Software;
  • reverse engineer, disassemble or decompile the software used to provide or access the Software, or attempt to discover or recreate the source code used to provide or access the Software, except and only to the extent that the applicable law expressly permits doing so;
    use the Software for research or benchmarking or any related endeavor with the intent of creating a competing or similar product;
  • use the Software in any manner or for any purpose other than as expressly permitted by this Agreement, the Privacy Policy, or any other policy, instruction, or terms applicable to the Software;
  • sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Software to any third party;
  • remove, obscure or alter any proprietary rights notice pertaining to the Software;
  • access or use the Software in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
  • use the Software to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Staylist; (iv) store or transmit inappropriate content, such as content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (4) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (5) abuse, harass, stalk or otherwise violate the legal rights of a third party;
  • interfere with or disrupt servers or networks used by Staylist to provide the Software or used by other users’ to access the Software, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any of the Software;
  • access or attempt to access Staylist’s other accounts, computer systems or networks not covered by this Agreeemnt, through password mining or any other means;
  • cause, in Staylist’s sole discretion, inordinate burden on the Software or Staylist’s system resources or capacity; or
  • share passwords or other access information or devices or otherwise authorize any third party to access or use the Software.
  1. GDPR OBLIGATIONS.If you (1) are established in the European Union (“Union”), (2) offer goods or Software to data subjects in the Union (whether or not they have to pay anything), or (3) monitor the behavior of any individuals that occurs in the Union, then you must comply with the provisions of the General Data Protection Regulation (“GDPR”) with respect to your use of the Software. Without limiting the generality of the foregoing, you must:
  1. Obtain the consent of any data subject about whom you gather any personal data (as that term is defined in the GDPR) using the Software, unless you have established that you are authorized to process information about such data subject under another lawful basis (such as a legitimate interest or contractual basis for processing such information). The consent you obtain must be clear and in compliance with the provisions of the GDPR;
  2. Use the personal data you obtain using the Software only for the purposes for which consent is given or for other purposes allowed by the GDPR;
  3. Notify us immediately if any data subject makes a complaint regarding your use of their personal data; and
  4. Comply with any reasonable request we may make regarding compliance with the GDPR and cooperation with any applicable data protection authority.
  1. CHANGES TO TERMS OF USE. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Software. Any changes to this Agreement will be effective upon the earlier of 30 calendar days following our dispatch of an e-mail notice to you (if applicable) 30 calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Software. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site or Software following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.

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