This Agreement was last revised on October 18, 2021.
Use of Our Service.
The Service is a place that provides general information about STAY OPEN’s co-living, hospitality, and live-work offerings, which vary by property location. STAY OPEN offers a modern registration-based multifunction community with membership-based reserved flexible work-live spaces (“Pods”) and shared common areas (“Common Space”). The first STAY OPEN property, is located in Venice, California with other forthcoming locations as the Company may determine in the future (each location, a “Community”). The Service is designed to enable Users to learn generally about the Community and its current and anticipated offerings, and to enable Users to book various STAY OPEN offerings subsequent to setting up an account and becoming Members. For our co-living properties, Users may express interest in becoming a member by submitting an initial membership information form (“Membership Form”), and membership is then subject to the execution of a Membership Agreement between a particular User and STAY OPEN. Hospitality properties simply require submission of required information to enable a booking. Following the completion of such documentation, as applicable, such individuals (“Members”) can then interact with other Members, schedule usage of various Community facilities, reserve offerings, experiences, classes and activities available at the Community on the Service, and provide feedback on such offerings and their instructors which is made available to other Members. STAY OPEN’s goal is to generate a group of people who will be enthusiasts for its brand, make each Community dynamic, and refer additional friends and colleagues to the Community.
STAY OPEN grants you permission to use the Service as set forth in this Agreement, provided that: (i) you will not copy, distribute, or disclose any part of the Service in any medium; (ii) you will not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purpose; and (iii) you will otherwise comply with the terms and conditions of this Agreement.
Use of the Service is void where prohibited. This Service is intended solely for Users who are thirteen (13) years of age or older, and any registration, use or access to the Service by anyone under 13 is unauthorized, unlicensed, and in violation of this Agreement. Users who are 13 years of age or older but under 18 years of age must receive express permission from a parent or legal guardian to use the Service, and users between 13 and 16 must have any personal information submitted about them solely by their parent or legal guardian on their behalf. STAY OPEN may terminate your account, delete any content or information that you have posted on the Service, and/or prohibit you from using or accessing the Service (or any portion, aspect or feature of the Service) for any reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 13.
Term and Termination.
This Agreement shall remain in full force and effect while you use the Service.
STAY OPEN may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in STAY OPEN’s sole determination, you violate any of terms of this Agreement, including the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (ii) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Service; (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (v) interfering with the proper working of the Service; or, (vi) bypassing the measures we may use to prevent or restrict access to the Service, including, but not limited to, registering for the Service with an email address that is not rightfully yours.
Email Address. When you sign up to receive additional information about a STAY OPEN property, the Community, or if you elect to submit a Membership Form, you will be asked to supply your email address. You agree that the email address you submit is your own, and you agree not to use the email address of another person at any time. You agree to notify STAY OPEN immediately if you suspect any unauthorized use of your email address by STAY OPEN. Although STAY OPEN will not be liable for your losses caused by any unauthorized use of your email address, you shall be liable for the losses of STAY OPEN or others due to such unauthorized use.
b. Communications and Notifications. By providing STAY OPEN with your email address, you consent to our use of your email address to send you Service-related notices, including, among other things, notices required by law, in lieu of postal mail. We may also use your email address to send you other messages, including changes to STAY OPEN features, marketing messages, and special offers. If you do not want to receive such email messages, you may opt out by clicking on the “unsubscribe” link at the bottom of the email, sending us an email at email@example.com or by sending mail to the following postal address:
11 Brooks Ave
Venice, CA 90291
Opting out may prevent you from receiving email messages regarding updates, improvements, or special offers.
a. Member Accounts. You will need to register with STAY OPEN and create an account by either by direct registration on the Service, or via a social login from your authorized social networking account (Facebook, Google+, Twitter). Depending on whether you are interested in our co-living or hospitality properties, the account set-up process may require you to enter into our Membership Agreement to complete the registration process and become a Member. If you are accepted as a Member, you will then be able, via your membership account, to access additional restricted features of the Service. Your membership account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. You may use your account settings to control your Member Profile.
Password and Email. When you sign up to become a Member, you will also be asked to choose a permanent password and supply your email address. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify STAY OPEN immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account, and the activity that occurs on your account, and you must keep your account password secure. You must notify STAY OPEN immediately of any breach of security or unauthorized use of your account. Although STAY OPEN will not be liable for your losses caused by any unauthorized use of your account, you shall be liable for the losses of STAY OPEN or others due to such unauthorized use.
Requirements. Member accounts are limited to one account per person. When creating your account, you must provide accurate and complete information. You may not create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple Membership Accounts. Additionally, you may not impersonate someone else (e.g., adopt the identity of a co-worker). You may never use another Member’s account without permission. Members agree to abide by the STAY OPEN Community Rules, available here.
Billing and Payments.
General. You acknowledge that STAY OPEN may charge a fee for the use of any Services, provided that STAY OPEN notifies you of any such fee before you incur it. Subject to the foregoing, you agree to pay any fees incurred by you. Member agrees to pay for all products ordered through the Service using the payment method indicated, and provides STAY OPEN and its third party payment processor express authorization to charge said fees to the Member’s payment provider at time of purchase or renewal. Fees owed depend on the specific type and quantity of products, services, information, or deliverables (collectively “Deliverables”) ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Member. If payment is not current, STAY OPEN may immediately cease to provide any and all Deliverables to the Member.
It is the Member’s responsibility to promptly provide STAY OPEN with any contact or billing information changes or updates (including phone number, email address, physical address, credit card numbers, etc.). Account updates should be made online via the “My Account” section, once member has logged into the Service. STAY OPEN does not validate all credit card information required by the Member’s payment provider to secure payment.
Some orders may be charged, fulfilled and processed by an authorized third party partner of STAY OPEN, in which case any refunds, charge-backs, returns or product substitutions will be subject to the discretion and policies of such third party provider.
All sales are final, non-cancelable and non-refundable except as expressly set forth in this Agreement or as otherwise determined by us in our sole discretion.
Prices. All pricing is in United States dollars. Prices are current at the time of publication and are subject to change without notice.
Corrections. The Service may contain technical inaccuracies and typographical or other errors in connection with information displayed on the Service, including, without limitation, rates, fees, stay details, or availability applicable to your transaction. STAY OPEN assumes no responsibility or liability for such errors, inaccuracies, or omissions. STAY OPEN shall have the right not to honor reservations or information affected by such errors, inaccuracies, or omissions. STAY OPEN shall have the right to make changes, corrections, cancellations, and/or improvements to such information or reservations based on such information, at any time, including after confirmation of a reservation.
Discrepancies. The Member must notify STAY OPEN about any billing problems or discrepancies within thirty (30) after charges first appear on their Account statement. If it is not brought to STAY OPEN’s attention within 30 days, Member agrees to waive their right to dispute such problems or discrepancies.
Taxes. Member will be responsible for any applicable sales or use tax, duties, or other governmental taxes or fees payable in connection with the Member’s sale or purchase. If you do not pay such sales or other tax or fee on a transaction, you will be responsible for such taxes or fees in the event that they are later determined to be payable on such sale, and STAY OPEN reserves the right to collect such taxes or other fees from you at any time.
Cancellations / Refunds. Cancellations and refunds for our various offerings are set forth in our Booking Policies and Membership Agreement.
Property Damage / Cleaning. STAY OPEN may charge you a fee if, during your use of the Community or any aspect thereof, you have caused damage to the Community and/or any property therein that requires mending (“Repair”), cleaning (“Cleaning”) or replacement if damaged beyond Repair, in STAY OPEN’s reasonable discretion (“Replacement”). The amount of such fee shall be determined, in STAY OPEN’s sole discretion, based on the type of damage and the severity. STAY OPEN reserves the right to facilitate payment for the reasonable cost of such Repair, Cleaning or Replacement using your payment method designated in your Account. Such amounts are non-refundable.
Usage Permissions and Restrictions; Non-Commercial Use. The Service is for the personal use of Users only. The Service may not be used in connection with any commercial endeavors except those that are specifically endorsed or expressly approved in writing by STAY OPEN. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Service in a manner that sends more request messages to the STAY OPEN servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser. Illegal and/or unauthorized use of the Service, including collecting and/or harvesting personally identifiable information, including usernames and/or email addresses of Users, by electronic or other means for the purpose of sending spam, unsolicited email or unauthorized framing of or linking to the website is prohibited. You agree not to use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages. Appropriate legal action will be taken for any illegal or unauthorized use of STAY OPEN Service.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, personal license to use the Service. STAY OPEN reserves all rights not expressly granted herein in the Service and the Content (as defined below). STAY OPEN may terminate this license at any time for any reason or no reason.
Our Proprietary Rights.
a. Intellectual Property Rights. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
b. Content. Except for your User Content, the Service and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the “Content”), and all Intellectual Property Rights related thereto, are the exclusive property of STAY OPEN and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
Ideas and Comments. You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous and without restriction and will not place STAY OPEN under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to you. You acknowledge that, by acceptance of your submission, STAY OPEN does not waive any rights to use similar or related ideas previously known to STAY OPEN, or developed by its employees, or obtained from sources other than you.
Trademarks. “STAY OPEN”, and other Service graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of STAY OPEN Inc., a Delaware corporation, and/or its licensors and affiliates. STAY OPEN’s trademarks and trade dress may not be used in connection with any product or service that is not STAY OPEN’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits STAY OPEN. All other trademarks not owned by STAY OPEN that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by STAY OPEN.
User Content and User Content Responsibility.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that is unlawful, harmful, abusive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable, including but not limited to statements directed at others based upon race, religion, ethnicity, sexual preference, or gender; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined above), rights of publicity and privacy. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
Social Profile Integration. Upon becoming a Member, certain aspects of the Service may allow you to display certain aspects of your social media accounts to other Members in the Community via applicable application programming interfaces to such services. To the extent you elect to do so, the links, posts and feeds you provide from your social media accounts are also your User Content.
Responsibility for User Content. STAY OPEN takes no responsibility and assumes no liability for any User Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. In the event that you elect to download User Content, STAY OPEN recommends that you only download or access files from a trusted source and implement security measures to scan downloaded files for contaminants. STAY OPEN disclaims any responsibility or liability relating to your access to or downloading of User Content. STAY OPEN is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that STAY OPEN shall not be liable for any damages you allege to incur as a result of such User Content.
Additional Representations and Warranties. You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following: (i) You are (A) at least 18 years of age, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement, or (B) if you are over 13 years of age but under 18 years of age, your parent or legal guardian has reviewed the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and agrees to abide by and comply with this Agreement both themself and on your behalf, and to supervise and remain fully responsible for all of your User Content; and (ii) Your User Content and STAY OPEN’s use thereof as contemplated by this Agreement and the Service will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.
No Reliance; Offerings Subject to Change. The Service, and the Content therein, is for informational purposes only. This site is meant to be used as an overview of the Community. All items are subject to modification, change and/or being withdrawn at any time in the sole discretion of STAY OPEN and its affiliates, including but not limited to prospective features, offerings, and amenities at the Community. Reliance on any information provided by STAY OPEN, STAY OPEN employees, others appearing on the Service at the invitation of STAY OPEN, or other visitors to the Service is solely at your own risk.
Community Descriptions. All descriptions of buildings, facilities or improvements are for illustrative purposes only.
Depictions. The photographs contained in this website may be stock photography or may have been taken off-site. Such photographs are used in this website to depict the aspirational spirit of the lifestyles to be achieved rather than any that may exist or that may be proposed, and are merely intended as illustrations of the activities and concepts depicted therein.
Images. The images of our Pods on our Service are for illustrative purposes only. Each part of STAY OPEN is slightly different and your accommodations may vary slightly from those images.
DMCA Copyright Policy.
You may not post, modify, distribute, or reproduce in any way, any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of STAY OPEN to terminate privileges of any User who repeatedly infringes the copyright rights of others upon receipt of prompt notification to STAY OPEN by the copyright owner or the copyright owner’s legal agent.
Without limiting the foregoing, if you believe that your work has been copied and posted on the STAY OPEN Service in a way that constitutes copyright infringement, please provide us with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Service; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Please provide this information to:
Copyright Notices – STAY OPEN
11 Brooks Ave
Venice, CA 90291
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying STAY OPEN and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with STAY OPEN’s rights and obligations under the Digital Millennium Copyright Act (“DMCA”), including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, STAY OPEN has adopted a policy of terminating, in appropriate circumstances and at STAY OPEN’s sole discretion, Users who are deemed to be repeat infringers. STAY OPEN may also, at its sole discretion, limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Counter-Notice. If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your User Content, you may send a counter-notice to STAY OPEN’s copyright agent containing the following information: (i) your physical or electronic signature; (ii) identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled; (iii) a statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or a misidentification of the User Content; and (iv) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Los Angeles, California, and a statement that you will accept service of process from the person who provided notice of the alleged infringement.
If a counter-notice is received by STAY OPEN’s copyright agent, STAY OPEN may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed User Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the User Content provider, or User, the removed User Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, in STAY OPEN’s sole discretion.
Mobile Services. The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
SMS Communications. You acknowledge that certain services, such as offers, location-based services, and service-related information may be provided from time to time in the form of text (SMS) messages delivered to your mobile device. By providing us with your mobile phone number, you agree to receive such SMS-based communications to the mobile number associated with your mobile device. To opt-out of receiving these SMS-based communications, follow the instructions in the body of the SMS message. In the event you elect to opt-out of such SMS-based communications, you may receive an additional message from the Service confirming your election. STAY OPEN does not warrant that the text messaging service will be uninterrupted or error free. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Member account information to ensure that your messages are not sent to the person that acquires your old number.
Performance. Though you may access the Service via a mobile device, STAY OPEN shall not be liable for any delay in performing or failure to perform any obligation hereunder by circumstances beyond our reasonable control including (without limitation) any technical problems beyond the control of STAY OPEN such as (for example) defects, congestion or failures of capacity or otherwise in the public data or telephone or mobile carrier network or caused by atmospheric interference, your mobile device being turned off for an extended period of time so that messages are not retained, or your being unable to obtain mobile network coverage.
STAY OPEN has implemented commercially reasonable technical and organizational measures designed to secure your personal information and User Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information and User Content for improper purposes. You acknowledge that you provide your personal information at your own risk.
Third-Party Websites, Advertisers or Services.
The Services may permit you to link to or otherwise access other websites, services or resources on your device and the Internet, and other website, services, or resources may contain links to or be accessed by the Service. These other resources are not under our control, and you acknowledge that we are not responsible for the content, functions, accuracy, legality, appropriateness or any other aspect of such website or resources. The inclusion of any such link or access does not imply our endorsement or any association between us and their operators. Your further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
Your dealings with or participation in promotions of advertisers to which you opt-in and/or find on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that STAY OPEN shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
Third Party Distribution Channels.
The Distribution Channel provider has no obligation whatsoever to provide any maintenance and support services with respect to the App. STAY OPEN is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. The Distribution Channel provider will have no warranty obligation whatsoever with respect to the App, and as between the Distribution Channel and STAY OPEN, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of STAY OPEN.
STAY OPEN, not the Distribution Channel, is responsible for addressing any claims you or any third party may have relating to the App or your possession and/or use of the App, including but not limited to (i) product liability claims, (ii) any claim that the App fails to conform to applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; and or (iv) intellectual property infringement claims.
You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple App Store Terms of Service.
Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.
Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be STAY OPEN’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
STAY OPEN and you acknowledge that STAY OPEN, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
In the event of any third party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between STAY OPEN and Apple, STAY OPEN, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to STAY OPEN as follows: email to firstname.lastname@example.org
Social Networking Services.
In addition, STAY OPEN is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, STAY OPEN is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. STAY OPEN enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
You agree to defend, indemnify and hold harmless STAY OPEN and its subsidiaries, agents, and other affiliated companies, and the employees, contractors, agents, officers and directors of each, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of your User Content or any information that is submitted by you or via your account; (vi) any claim or penalty from a taxing authority related to your activities on the Service; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, STAY OPEN, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
STAY OPEN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE STAY OPEN SERVICE AND STAY OPEN WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STAY OPEN, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. STAY OPEN IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OR OTHER USER OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL STAY OPEN BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STAY OPEN ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE, INCLUDING VIEWING, PLAYING OR DOWNLOADING ANY MATERIALS ON OR FROM THE SERVICE, OR OTHERWISE IN CONNECTION WITH THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL STAY OPEN, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO STAY OPEN TO USE THE SERVICE.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF STAY OPEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
a. Informal Resolution. If a dispute arises between You and STAY OPEN, you agree to first provide STAY OPEN with notice of your complaint via email to email@example.com so that the parties may attempt to resolve the dispute informally within sixty (60) days from the date your complaint is received.
c. Arbitration Agreement.
With the exception of class actions, small claims court filings, or actions for preliminary injunctive relief (as further discussed below), any other dispute of any kind between you and STAY OPEN arising under this Agreement or in connection with your use of the Service (“Dispute(s)”), if unresolved through the informal process outlined above, will be resolved by binding arbitration in Los Angeles County, California. If you are an individual consumer using the Service primarily for personal reasons (“Individual Consumer”), as opposed to an individual accessing the Service for business purposes, and you are located within the United States, you may alternatively select your state of residence as the place of arbitration, but all other actions remain subject to the venue and choice of law provisions in Section 22(b).
The arbitrator presiding over a Dispute will be a retired judge or justice of any state or federal court with substantial experience in the subject matter relevant to the matter in dispute and will follow California law, exclusive of conflict or choice of law rules, in adjudicating the dispute. BY AGREEING TO ARBITRATE, YOU WAIVE ANY RIGHT YOU HAVE TO A COURT OR JURY TRIAL.
The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement will be governed by the Federal Arbitration Act.
The parties agree that the arbitrator presiding over a Dispute will be instructed, whenever practicable, to resolve threshold legal issues by way of motions filed by the parties. The parties also agree that they will follow JAMS’ streamlined arbitration rules and procedures then in effect in arbitrating any Dispute, except to the extent that the JAMS rules are inconsistent with this Section 22(c) including the class action waiver described below. The JAMS rules are available at www.jamsadr.com.
Both parties reserve the right to seek a preliminary injunction or temporary restraining order from a federal or state court located in Los Angeles County, California. However, after such request for relief has been adjudicated by such court, the remainder of the Dispute will be resolved by binding arbitration as set forth herein.
(2) Class Action Waiver.
IF YOU ARE A NEW USER OF THE SERVICE, YOU CAN CHOOSE TO REJECT THE AGREEMENT TO ARBITRATE PROVISION (“OPT-OUT”) BY EMAILING US AN OPT-OUT NOTICE TO INFO@STAYOPEN.COM (“OPT-OUT NOTICE”) OR VIA U.S. MAIL TO: STAY OPEN, Attn: Arbitration Opt-Out, 11 Brooks Avenue, Unit B, Venice, CA 90291. THE OPT-OUT NOTICE MUST BE RECEIVED NO LATER THAN THIRTY (30) DAYS AFTER THE DATE YOU ACCEPT THESE TERMS FOR THE FIRST TIME. IF YOU ARE NOT A NEW USER OF THE SERVICE, YOU HAVE UNTIL THIRTY (30) DAYS AFTER THE POSTING OF THE NEW TERMS TO SUBMIT AN ARBITRATION OPT-OUT NOTICE.
Availability and Use Outside of the United States.
The Service is controlled, offered and operated from facilities in the United States. STAY OPEN makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals located in the United States. Notwithstanding the foregoing, STAY OPEN retains all rights, including all Intellectual Property Rights, to the Service and the Content therein, throughout the world.
STAY OPEN may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by STAY OPEN in our sole discretion. STAY OPEN reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement.
Notice to California Users.
Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.
a. Entire Agreement. This Agreement, together with any other legal notices and agreements published by STAY OPEN via the Service, shall constitute the entire agreement between you and STAY OPEN concerning the Service.
b. No Waiver. STAY OPEN’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision, and no waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
c. Headings. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
d. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by STAY OPEN without restriction.
e. Severability. If any provision of this Agreement is unlawful, void or unenforceable by a court of competent jurisdiction, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
If you have any questions regarding this Agreement, please contact us at firstname.lastname@example.org.
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