Terms

Upstay Terms of Service

Welcome, and thank you for your interest in Upstay ("Upstay," "we," or "us") and our website at www.upstay.com along with our related websites, networks, and other services provided by us (collectively, the "Service(s)"). The terms "Upstay", "we", "us" refers to Upstay Inc., a Delaware corporation and its subsidiaries and affiliates. These Terms of Service (together with the Additional Terms (defined in Section 18.5), the "Agreement") and, for users outside the United Kingdom and the European Union, our Privacy Policy (defined in Section 18.6)) govern your use of the Service and Properties (defined in Section 1). This Agreement is a legally binding contract between you and us regarding your use of the Service and Properties. Failure to use the Service or Properties in accordance with this Agreement may subject you to civil and criminal penalties.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.

BY CLICKING "I ACCEPT" (OR WORDS TO SIMILAR EFFECT) BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE OR PROPERTIES, OR BY SIGNING A SEPARATE AGREEMENT WITH UPSTAY THAT EXPRESSLY INCORPORATES BY REFERENCE THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE OR PROPERTIES, YOU AGREE TO BE BOUND BY, THIS AGREEMENT. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN YOU DO NOT HAVE OUR PERMISSION OR ANY RIGHT TO USE THE SERVICE OR PROPERTIES. YOUR USE OF THE SERVICE OR PROPERTIES, AND OUR PROVISION OF THE SERVICE TO YOU AND EXPRESS LICENSE OR PERMISSION FOR YOU TO USE THE PROPERTIES (IF APPLICABLE), CONSTITUTE AN AGREEMENT BETWEEN US AND YOU TO BE BOUND BY THIS AGREEMENT.

ARBITRATION NOTICE FOR USERS OUTSIDE THE UNITED KINGDOM ("UK") AND THE EUROPEAN UNION ("EU"). Except for certain kinds of disputes described in Section 17, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS AGREEMENT, YOU AND UPSTAY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 17 for more details.)

Service Overview. Upstay Inc. acquires rights and/or interests in accommodation for the onward supply of accommodation to travelers staying in the United States and countries other than Mexico. We provide information on physical properties managed, owned, licensed, leased, rented, and/or developed by us or any of our affiliates (each a "Property" and collectively the "Properties"). You may use the Service to make legitimate reservations for certain Properties for short-term rentals (each a "STA/Hotel Reservation"), or longer-term accommodations (each an "Extended Stay Reservation") and to obtain from us our express (i.e., written) permission for you to use such Properties for non-commercial purposes only for a certain period of time, in all cases, only in accordance with the terms and conditions of this Agreement. The "Service(s)" excludes any and all Properties and any and all rights of use or possession therein or thereof, but includes services provided by us or a third-party service provider to you on or around a Booked Property (defined in Section 6.2) in connection with your permitted use of the Properties (if applicable), whether you reserve such Properties directly from us or a third party ("On-Site Services"").
Supplier of Record. Depending on the location of the Properties, the following Upstay affiliates will be the supplier of record with respect to our Services:

Upstay Inc., a Delaware corporation, located at 876 Duncan Avenue, Kissimmee, Florida 34744.

If you are utilizing Services in connection with Properties located in the U.S. or any country globally, you are contracting with Upstay Inc. Note that we reserve the right to replace any Supplier of Record at any time and without notice. Other Upstay entities ("Upstay Support Entities"), may provide Services, including concierge, housekeeping, customer support, and other support services in connection with your use of the Properties. Upstay Support Entities do not have any authority or obligation to provide Services or Property Management under the contract with you. Similarly, you do not have a contractual relationship with Upstay Support Entities. Upstay Support Entities are not authorized to act as an agent for any Supplier of Record.
Eligibility. You must be at least 18 years old to use the Service. By agreeing to this Agreement, you represent and warrant to us that: (a) you are (i) at least 18 years old, are an emancipated minor, or possess legal parental or guardian consent to agree to this Agreement; and (ii) fully able and competent to enter into this Agreement; (b) you have not previously been suspended or removed from the Service or any of our Properties; and (c) your Registration (defined in Section 3) and your use of the Service and our Properties is and will be in compliance with any and all applicable laws, rules, and regulations. If you are an organization (e.g., a company or school), the individual accepting this Agreement on your behalf represents and warrants that he or she has the authority to bind you to this Agreement and you agree to be bound by this Agreement.
Account Registration. To access certain features of the Service, you may be required to register for an account (collectively, "Register"; and such process of Registering, "Registration") and/or to enter into a membership agreement, sublease agreement, extended stay agreement, limited use agreement or other type of agreement or order form signed by us and you and made under and part of this Agreement ("Order Form"). When you Register, you may be required to provide us with some information about yourself, such as your name, email address, home address, date of birth, and other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you Register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at support@upstay.com.
Background Checks. You acknowledge and agree that for transparency, safety, fraud prevention, and anti-money laundering purposes, and to the extent permitted by applicable law, we may, but have no obligation to, before and/or while you reserve and/or occupy a Property, including without limitation, before and/or during any renewal or extension: (a) require that you provide us with a form of government identification or other information sufficient to assist us with undertaking the background checks described in Sections 4(b)-(c); (b) screen you against third party databases or other sources and request reports (e.g., credit checks) regarding you from service providers (if available); and (c) for users outside of the UK and EU, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks (if available). You hereby consent to our undertaking the foregoing background checks and to our processing of the resulting information in accordance with our Privacy Policy (if applicable), including sharing with landlords, property owners and/or their property managers (any of the foregoing, a "Landlord") the results of background checks for users based in the United States.
Fees and Payment. Certain features of the Service may require you to pay one-time fees. Before you pay any such fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are non-refundable, unless expressly provided otherwise in writing by us.

Fees. We reserve the right to determine pricing for the Service and any products we offer for sale, including, without limitation, for On-Site Services, or Properties that you may reserve to through the Service. We will make reasonable efforts to keep pricing information that is published on our website up to date, but may not necessarily provide all specific pricing information online. We encourage you to check our website periodically for current pricing information. We may change any of this pricing information (including by adding applicable taxes, fees or charges) at any time. We, in our sole discretion, may make promotional offers with different features and different pricing to any of our customers. These promotional offers, unless made to you, will not apply to you or this Agreement.
Currency. If you request a reservation or purchase certain Services, including for On-Site Services, you will be notified of the currency in which you will be charged. This currency will be determined by us based on the Applicable Payment Method (defined in Section 5.3) and other factors in our reasonable discretion, such as the location of the Property that you are trying to reserve. For your convenience and if the currency you will be charged in is not the same as the currency applicable in your country, we may provide you with an indication of how much the price would approximately be in your own currency. Such indication is merely indicative, not binding, and will depend on the applicable exchange rate of the day. You acknowledge that the applicable exchange rate used for currency conversion processing may not be identical to the applicable market rate in effect at the specific time such processing occurs because: (i) we update the applicable exchange rate on a regular, but not real-time, basis; and (ii) the applicable exchange rate may include an incremental cost or margin that is not included in the applicable market rate.
Authorization. You authorize us to charge all applicable sums (including any applicable security deposits, reservation fees, and other Service fees, including for On-Site Services) for the reservations, and/or other purchases that you make through the Service and, in accordance with Section 7.7, for the Damaged Property Fee (defined in Section 7.7), including all applicable taxes (e.g., goods and services tax, sales tax, value added tax, city taxes, hotel and occupancy tax, etc.), to the payment method specified in your account or that you otherwise indicate when you submit such reservation or enter into a Membership Agreement, Extended Stay Agreement and/or other Order Form to or with us (the "Applicable Payment Method"). Additionally, if the Applicable Payment Method is a credit card, then: (a) we may seek pre-authorization of your credit card account prior to completing your reservation or entering into a Membership Agreement, Extended Stay Agreement or other Order Form with you to verify that the credit card is valid and has the necessary funds or credit available to cover your reservation, any security deposit or other purchase, or any potential Damaged Property Fee that may apply; and (b) you authorize us to place a hold on such credit card for sums sufficient to cover any applicable Damaged Property Fee and any other fees that you owe us under this Agreement. To the extent that Upstay is charged any service fees in connection with your use of the Applicable Payment Method, you shall be responsible for such fees.
Cancellations.

Cancellations for STA/Hotel Reservations. We will charge all applicable sums due for the STA/Hotel Reservations that you make through the Service at the time such reservations are requested. You may cancel a completed STA/Hotel Reservation at any time, and will be entitled to a refund, subject to the version of our cancellation policy posted on our website and effective at the time your reservation was completed. Our cancellation policy is available online. YOU ACKNOWLEDGE AND AGREE THAT IF YOU REQUEST OR COMPLETE A STA/HOTEL RESERVATION FOR ONE OF OUR PROPERTIES THROUGH A THIRD PARTY OR THIRD-PARTY WEBSITE, STRICTER CANCELLATION POLICIES MAY APPLY. PLEASE REVIEW SUCH THIRD-PARTY POLICIES BEFORE SUBMITTING YOUR STA/HOTEL RESERVATION REQUEST AND MAKE SURE YOU AGREE WITH THE APPLICABLE CANCELLATION PERIOD.
Cancellations for Extended Stay Reservations. We will charge all applicable sums due for an Extended Stay Reservation at the time the applicable Extended Stay Agreement is fully executed by you and us. You may cancel your reservation request at any time before the applicable Extended Stay Agreement is fully executed. Once an Extended Stay Agreement is fully executed, you may not cancel the applicable reservation, except as may be otherwise expressly provided in such Extended Stay Agreement or other Order Form. YOU ACKNOWLEDGE AND AGREE THAT IF YOU REQUEST OR COMPLETE AN EXTENDED STAY RESERVATION FOR ONE OF OUR PROPERTIES THROUGH A THIRD PARTY OR THIRD-PARTY WEBSITE, STRICTER CANCELLATION POLICIES MAY APPLY. PLEASE REVIEW SUCH THIRD-PARTY POLICIES BEFORE SUBMITTING YOUR EXTENDED STAY RESERVATION REQUEST AND MAKE SURE YOU AGREE WITH THE APPLICABLE CANCELLATION PERIOD.

Alternative Accommodations.

Alternative Accommodations for STA/Hotel Reservations. In the event that a STA/Hotel Property (defined in Section 6.2) becomes unavailable for the whole or any part of the applicable STA/Hotel Period of Occupancy (defined in Section 6.2) for any reason, we will endeavor to arrange for suitable alternative accommodations during the Period of Occupancy. If we are unable to find suitable alternative accommodations during this period we have the right to cancel the applicable portion of the STA/Hotel Period of Occupancy and we will credit you with a full refund of pre-paid fees.
Alternative Accommodations for Extended Stay Reservations. In the event that an Extended Stay Property (defined in Section 6.2) becomes unavailable for the whole or any part of the applicable Extended Stay Period of Occupancy (defined in Section 6.2) for any reason, we will endeavor to arrange for suitable alternative accommodations during such Period of Occupancy. If we are unable to find suitable alternative accommodations during this period, we have the right to cancel the applicable portion of the Extended Stay Period of Occupancy subject to the express terms of any applicable Extended Stay Agreement or applicable law and we will credit you with a full refund of pre-paid fees. If you do not accept a suitable alternative accommodation that we offer to you, then you are entitled to cancel the applicable reservation, any pre-paid fees will be refunded to you, and neither we nor any of our third-party suppliers will be liable to you for any further amounts relating to such reservation.

Modifications.

Modifications for STA/Hotel Reservations. You may be able to modify your STA/Hotel Reservation, subject to additional Taxes, fees and charges, for example, by purchasing additional services and amenities (e.g., paid parking and extra cleaning services) or by modifying the applicable services or dates of your existing reservation. For the avoidance of doubt, if you modify or extend the dates of your STA/Hotel Reservation, you will be charged the applicable Property's then-current market rate, which may be different (higher or lower) than the rates applicable to your existing reservation, for the modified dates. You will have an opportunity to review and accept any additional fees and/or charges prior to modifying such reservation.
Modifications for Extended Stay Reservations. You may be able to modify portions of an Extended Stay Reservation, subject to any additional Taxes, fees and charges, for example, by purchasing or cancelling additional services and amenities (e.g., paid parking and extra cleaning services). You will have an opportunity to review and accept any such additional fees and/or charges prior to modifying the same. You may not however, modify the terms of any Extended Stay Agreement, including the dates or term of your reservation, except as expressly set forth in such Extended Stay Agreement or Order Form.

Repeated Cancellations. If you repeatedly cancel or attempt to cancel confirmed reservations, we reserve the right in our sole discretion to temporarily or permanently suspend or terminate your access to the Service.
Delinquent Accounts. We may suspend or terminate your access to the Service or Properties if any amount associated with your account is due but unpaid. In addition, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.
Taxes. Sales and use tax, VAT, local hotel occupancy tax, tourist tax, city tax, lodging tax and other indirect taxes ("Taxes") may be imposed on the amount charged for our Services, Properties, and other products offered in certain jurisdictions. The actual tax amount charged may vary depending on the rates in effect at the time of your Period of Occupancy (defined in Section 6.2). Certain local governmental agencies may require Upstay to collect and remit occupancy taxes based on a percentage of the prices set by Upstay, a fixed amount per day, or some other method.
Credit Card Payment Disputes. If the property you have reserved, in your belief, is not as described in the listing description and photos, you must contact us in writing within (a) 24 hours of check-in; or (b) 24 hours of obtaining knowledge of such issue ("Written Notice"). If applicable, such Written Notice must be accompanied with evidence such as video or photographs. Issues related to listing description will not be compensated after your stay.

Service and Booked Properties.

Limited License to the Service. Subject to your complete and ongoing compliance with this Agreement, we grant you, solely for your personal (except as expressly provided in this Section 6.1) and non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile application associated with the Service obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer) on a mobile device that you own or control; and (b) access and use the Service. Notwithstanding the foregoing, if permissible under the laws applicable to the Service or any Booked Property, you may use the Service for non-personal use only if you are an organization and only to reserve Properties for or on behalf of your organization's employees, your organization's students, and/or a third party ("Limited Non-Personal Use"), provided that: (i) you enter into a separate written agreement with us that provides additional terms and conditions governing this Limited Non-Personal Use ("Limited Use Agreement") and such use shall be subject to the terms and conditions of this Agreement and the Limited Use Agreement; (ii) you require each employee, student, and/or third party to agree in writing to be bound by this Agreement; and (iii) you remain responsible and liable for all acts and omissions of each such employee, student, and/or third party to the same extent as if such acts and omissions had been undertaken by you.
Use of Booked Properties.

Limited License to STA/HOTEL Properties. Subject to your complete and ongoing compliance with this Agreement and subject to applicable law, we grant you a limited, exclusive (except as expressly provided in this Section 6.2), non-transferable, non-sublicensable (except as expressly provided in this Section 6.2), revocable license to occupy the specific unit at the specific Property for only the specific period of time that you have reserved under a STA/Hotel Reservation for personal (except as expressly provided in this Section 6.2) and non-commercial purposes only and for the maximum number of occupants permitted by us, as confirmed in writing by us (a "Confirmation") and provided by us to you by email or other means (such specific type of reserved Property, the "STA/Hotel Property" and such specific reserved period of time, the "STA/Hotel Period of Occupancy") and the right of ingress and egress to and from the STA/Hotel Property. For the avoidance of doubt, we are not obliged to make the STA/Hotel Property available, and a binding contract with respect to the STA/Hotel Property is not in place, until such time as you receive the foregoing Confirmation (at which point your reservation is deemed "completed"), and in no event shall you have any rights to renewal, extension, or recurring use of the STA/Hotel Property. You hereby agree to direct any repair, maintenance, and other operational questions, requests, or complaints to Upstay at support@upstay.com and shall not direct any such communications to any Landlord or other non-Upstay personnel.
Limited Right to Use Extended Stay Properties. This Agreement shall not provide permission or the right to enter or use any Property that is the subject of an Extended Stay Reservation unless and until you enter into an Extended Stay Agreement or you receive a Confirmation from us identifying the applicable Property. For the avoidance of doubt, we are not obliged to make the Extended Stay Property available until such Extended Stay Agreement has been fully executed by you or you have received a Confirmation from us. The Extended Stay Agreement or Confirmation shall contain the terms of the applicable reservation, including the specific unit at the specific Property that is the subject of the reservation (the "Extended Stay Property") and the term of the reservation (the "Extended Stay Period of Occupancy"). In no event shall you have any rights to renewal, extension, or recurring use of the Extended Stay Property, except as required by law. You hereby agree to direct any repair, maintenance, and other operational questions, requests, or complaints to Upstay at support@upstay.com and shall not direct any such communications to any Landlord or other non-Upstay personnel.
Notwithstanding the foregoing: (a) you may sublicense or permit a third party to use the Booked Property for Limited Non-Personal Use only provided you meet the conditions set forth in Section 6.1(i)-(iii).
We reserve the right at all times during the Period of Occupancy to enter and to permit other individuals to enter the Property at any time in the following circumstances or for the following purposes, subject to applicable law: (i) in response to your written or verbal request, upon your consent, or as necessary to provide the Service to you; (ii) to investigate, address, or prevent any actual or reasonably suspected or foreseeable past, current, or impending unlawful activity or damage to the Property (you expressly agree that we have the right to document by photograph, video or otherwise any such damage, and/or compliance with this Agreement and compliance with the House Rules, subject to and in compliance with the Privacy Policy, during such entry); (iii) to prevent or mitigate bodily harm to you or others that we reasonably expect has occurred or may occur; (iv) upon your breach or suspected breach of any provision of this Agreement, provided that we give you prior notice (e.g., by email, phone, text message, or knocking on the door); (v) for any purpose (including for repair and maintenance and to examine or show the same), provided that we give you reasonable notice (e.g., by email, phone, text message, or knocking on the door); (vi) to cooperate with requests from law enforcement officials to enter the Property; (vii) where we believe reasonably necessary to protect the personal safety, rights, or property of us, you, any third party, or to prevent fraud or other unlawful activity; and/or (viii) at any time that may be necessary or advisable in our sole discretion, such as in the event of an emergency.

Feedback License to Us. If you choose to provide suggestions or any other input regarding problems with, proposed modifications or improvements to, or any other aspect of the Service or Properties ("Feedback"), then you hereby grant us an unrestricted, worldwide, perpetual, irrevocable, non-exclusive, freely transferable and sublicensable (including through multiple tiers), royalty-free, and fully-paid right and license to exploit the Feedback in any manner and for any purpose with no obligation or accounting to you, including to improve the Service and Properties and create other products and services.

Restrictions and Responsibilities.

Compliance with Law. If you are prohibited under applicable law from using the Service or any of the Properties (including Booked Properties), you may not use them. You understand and agree that you are solely responsible for compliance with any and all laws, rules, and regulations that may apply to your use of the Service and/or Properties. We shall comply with the requirements of the Fair Employment and Housing Act and shall not discriminate based upon any of the protected categories covered in such Act where applicable.
Use of Amenities. You and your occupants, guest(s), visitors, invitees and any other parties to whom you give access to or use of any Property, including the Booked Property (collectively and individually, "Your Guests") may use only the Booked Property amenities (e.g., pool, hot tub, fitness room and gym equipment) expressly made available by us for the common and joint use of Upstay's members, guests and residents in the applicable Property (collectively, the "Amenities"). Access to such Amenities is not guaranteed and may be limited, revoked, or suspended from time to time. You agree to comply and ensure all of Your Guests' compliance with all applicable rules with respect to your and Your Guests' use of such Amenities. You understand and agree that use of such Amenities may be suspended if you or any of Your Guests violate any such rules. You shall be responsible for any damage to such Amenities that you or any of Your Guests cause. ANY USE OF SUCH AMENITIES SUCH AS POOL, HOT TUB, FITNESS ROOM, GYM EQUIPOMENT, AND BUNK BEDS IS AT YOUR AND YOUR GUESTS' OWN RISK AND YOU AND YOUR GUESTS RELEASE, DISCHARGE, AND COVENANT NOT TO SUE ANY UPSTAY ENTITIES (DEFINED BELOW) IN CONNECTION WITH ANY USE OF SUCH AMENITIES. YOU AGREE THAT, AT OUR REQUEST AT ANY TIME, YOU AND/OR YOUR GUESTS WILL EXECUTE AND DELIVER A COMMERCIALLY REASONABLE FORM OF WAIVER AND RELEASE TO CONFIRM THE WAIVER AND RELEASE SET FORTH HEREIN AND THAT YOUR AND/OR YOUR GUESTS' USE OF THE AMENITIES MAY BE CONDITIONED ON YOUR AND/OR YOUR GUESTS' EXECUTION AND DELIVERY OF SUCH WAIVER AND RELEASE.
Use of On-Site Services. We may, but shall not be obligated to, offer On-Site Services for an additional fee from time to time, such as cleaning, babysitting, local tours, parking and special events. If so offered by us and so requested by you, we will mutually agree on the dates and times for such services and we and/or the applicable third-party service provider shall have the right to enter the Booked Property to perform such services. To the extent that we offer and you request or use any such services, you hereby agree to comply and ensure all of Your Guests' compliance with all of the applicable rules with respect to your and Your Guests' use of such services. You understand and agree that your and Your Guests' use of such services may be suspended if you or any of Your Guests violate any such rules. You shall be responsible for any damage that you or any of Your Guests cause. ANY USE OF ON-SITE SERVICES IS AT YOUR AND YOUR GUESTS' OWN RISK AND YOU AND YOUR GUESTS RELEASE, DISCHARGE, AND COVENANT NOT TO SUE ANY UPSTAY ENTITIES (DEFINED BELOW) IN CONNECTION WITH ANY SUCH SERVICES. YOU UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. YOU AGREE THAT, AT OUR REQUEST AT ANY TIME, YOU AND/OR YOUR GUESTS WILL EXECUTE AND DELIVER A COMMERCIALLY REASONABLE FORM OF WAIVER AND RELEASE TO CONFIRM THE WAIVER AND RELEASE SET FORTH HEREIN AND THAT YOUR AND/OR YOUR GUESTS' USE OF THE ON-SITE SERVICES MAY BE CONDITIONED ON YOUR AND/OR YOUR GUESTS' EXECUTION AND DELIVERY OF SUCH WAIVER AND RELEASE.
Obligation to Maintain. You shall keep all interior portions of the Booked Property, and all furniture and decorations within the Booked Property, in good, clean, and sanitary condition, including free from all pests (such as, without limitation, bedbugs, cockroaches, mice and rats), and in proper working order throughout the applicable Period of Occupancy. Should any component fail to operate (including any appliance, plumbing, electrical, etc.), it is your responsibility to promptly contact us at support@upstay.com, as soon as a problem is detected.
Prohibited Conduct. In addition to all other rules and restrictions contained in the Agreement (including in any Additional Terms such as any applicable Order Form, Confirmation, Membership Agreement, Extended Stay Agreement and/or House Rules), in connection with your use of the Service and Properties, you may not and you agree that you will not (except and solely to the extent such restriction is impermissible under applicable law):

Use the Service or any Property for any illegal purpose or in violation of any local, state, national, or international law (e.g., you may not use your, our, or a third-party Internet connection or device on any of our Properties to illegally download or share files through BitTorrent, other peer-to-peer protocols, or otherwise);
Impersonate any individual or organization, or falsify or otherwise misrepresent yourself (including your age or date of birth) or your affiliation with any individual or organization;
Register for more than one Upstay account or Register on behalf of an individual other than yourself, except as expressly permitted under a Limited Use Agreement between you and us;
Use the Service or any Property for any commercial or other purpose that is not expressly permitted under this Agreement (for the avoidance of doubt, you may not resell or transfer to any other individual or organization any reservation you make or enter into with us, except as expressly permitted under a Limited Use Agreement between you and us), or make false, fraudulent, or speculative reservations;
Reproduce, distribute, publicly display, or publicly perform any aspect of the Service or make modifications to any aspect of the Service or any Property;
Bring into or onto any Property any illegal, dangerous or hazardous substance or item (including items that are likely to increase the risk of fire or explosion) or any firearms and other weapons (except those rightfully possessed by law enforcement officials or licensed security guards);
Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Service;
Use, display, mirror, or frame any aspect of the Service (including any layout or design of any webpage or form contained therein), our name, or any of our trademarks, logos, or other proprietary information, without our express written consent;
Copy, store, or otherwise access any information accessible through the Service or any Property for purposes not expressly permitted under this Agreement;
Use manual or automated software, devices, scripts, robots, or other means or processes to access, "scrape," "crawl," or "spider" any web pages or other services contained in the Service or to otherwise collect information or interact with the Service;
Systematically retrieve data or other content from the Service to create or compile, directly or indirectly, in one or more downloads, a collection, compilation, database, directory, or the like, whether by manual or automated methods;
Interfere or tamper with, circumvent, damage, or test the vulnerability of any aspect of the Service or Properties (including any physical item therein), whether by manual or automated methods, including through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing of email address information, or similar methods or technology;
Infringe, misappropriate, or violate the rights of any individual or organization, including their intellectual property rights (including rights to trade secrets and moral rights), or their privacy, publicity, confidentiality, contractual, property, or other rights;
Use the Service or any Property to transmit, distribute, post, or submit any information concerning any other individual or organization without such individual's or organization's permission, including photographs, personal contact information, or credit, debit, calling card, or other account numbers;
Engage in any conduct that: (i) would give rise to civil liability; (ii) is fraudulent, false, misleading, or deceptive; (iii) is defamatory, obscene, pornographic, vulgar, or offensive; (iv) promotes or constitutes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group or otherwise threatens or embarrasses any individual or group; (v) is violent or threatening or promotes violence or actions that are threatening to any other individual or organization; (vi) promotes illegal or harmful activities or substances; or (vii) is restricted or prohibited by or under any of our Additional Terms (defined in Section 18.5);
Perform any activity or create any condition in or on any Booked Property, Amenities, or Property that could create a nuisance, annoyance, or disturbance to any other residents or neighbors of surrounding properties.
Attempt to do any of the foregoing or assist or advocate, encourage, permit, or assist any third party in doing any of the foregoing.

Safety Features.

Safety Features for STA/Hotel Reservations. You acknowledge and agree that the Properties may contain certain safety features such as smoke detectors, fire alarms, or sound level monitoring units as may be required by law, you consent to our use of these safety features, and you agree not to interfere or tamper with these features (as prohibited under Section 7.5(12)). You agree to immediately report any problems or need for maintenance or repairs to us. We have a right to enter the STA/Hotel Property to check and maintain these safety features as provided by law. It is expressly understood that you must not, at any time, disable or remove any installed safety feature, and to do so shall be considered a material breach of this Agreement and will be just cause for termination of this Agreement and your removal from the Property.
Safety Features for Extended Stay Reservations. You acknowledge and agree that the Properties may contain certain safety features such as smoke detectors, fire alarms, or sound level monitoring units as may be required by law, you consent to our use of these safety features, you agree not to interfere or tamper with these features (as prohibited under Section 7.5(12)), and you shall be responsible for testing any such safety features (except any sound level monitoring units) weekly and immediately reporting any problems or need for maintenance or repairs to us. If battery operated, you are responsible for changing the (e.g., smoke detector's or fire alarm's) battery as necessary, or immediately reporting to us the need for assistance in changing such battery. We have a right to enter the Extended Stay Property to check and maintain these safety features as provided by law. It is expressly understood that you must not, at any time, disable or remove any installed safety feature, and to do so shall be considered a material breach of this Agreement and will be just cause for termination of this Agreement and your removal from the Property.
Security. You acknowledge and agree that certain security measures may be provided by us in connection with the Properties. We reserve the right to commence, expand, reduce or discontinue any such security measures at any time without notice to you.

Damaged Property. You are responsible for leaving any Property including the Booked Property in the condition same was in when you arrived and for following all related Additional Terms applicable to your stay at a Booked Property. You acknowledge and agree that you are responsible for your, your Guests, and your and their pets' own acts, omissions, negligence and willful misconduct. If we reasonably believe that you, Your Guests, or your or their pets have damaged a Booked Property or any Property or damaged or removed or stolen any physical item therein ("Damaged Property"), we will provide you with reasonable notice and evidence of such damage or suspected removal or theft and will give you two business days to respond to our claim. After this time period, we will be automatically entitled to charge the Applicable Payment Method for the full amount of any lost revenue that we incur as a result of the Damaged Property and the full amount of the greater of the costs and fees actually incurred by us or that we reasonably expect to incur for fixing or replacing the Damaged Property (which may include replacing damaged items with equivalent items) ("Damaged Property Fee"). Additionally, if you, Your Guests, or your or their pets have damaged a Booked Property or any Property or damaged or removed or stolen any physical item therein we may terminate this Agreement and remove you and any and all of Your Guests from the Booked Property and any Property. We reserve at all times the right to fix the Damaged Property in the manner of our choosing and to pursue in our sole discretion any and all avenues available to us to collect from you the Damaged Property Fee. For example, we may exercise the foregoing right by fixing the Damaged Property over an extended period of time, charging the Applicable Payment Method the sum total of the Damaged Property Fee upfront or in installments, or by making one or more claims under your homeowner's, renter's, and/or other insurance policy, and you agree to cooperate with and assist us in good faith, and to provide us with such information as we may reasonably request in order to successfully make such claim.
Your Personal Items. We are not responsible for any of your property or personal items (collectively, "Personal Items") either during the term of this Agreement or that you may leave in any of the Properties after the expiration or earlier termination of this Agreement. Prior to the expiration of the applicable Period of Occupancy, you must remove all of your Personal Items from all applicable Booked Properties and any Property. If you have not done so, and after using commercially reasonable efforts to provide you with reasonable notice, we will be entitled to remove, store, and/or dispose of any Personal Items remaining in any of our Properties in accordance with applicable law, and you waive any claims or demands regarding such Personal Items or our handling of them. You will be responsible for paying any fees reasonably incurred by us regarding such removal, storage, and/or disposal. We recommend that you consider obtaining renter's insurance or personal property insurance to protect against any damage to or loss of your Personal Items.
Investigation and Prosecution. We reserve at all times the right to investigate and prosecute any breach of any provision of this Agreement to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who breach any provision of this Agreement. You acknowledge that we have no obligation to monitor your access to or use of the Service or Properties but have the right to do so for the purpose of operating the Service, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.

Ownership; Proprietary Rights. The Service is owned and operated by us. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service ("Materials") provided by us are protected by intellectual property and other laws. All Materials included in the Service are our and/or our third-party licensors' property. Except as expressly authorized by us, you may not make use of the Materials. We reserve all rights to the Materials not granted expressly in this Agreement.
Third-Party Terms. We may provide tools or features through the Service that enable you to interact with, including export information to, third-party websites or services, including through features that allow you to link your Upstay account with an account on a third-party website or service, such as Twitter, Facebook, or a third-party payment processor, or through our implementation of third-party buttons (such as "like" or "share" buttons). By using one of these tools or features, you agree that we may transfer such exported information to the applicable third-party website or service. Third-party websites and services are not under our control, and, to the fullest extent permitted by law, we are not responsible for any third-party service's use of your exported information. You acknowledge and agree that such interactions with third-party websites or services may be governed by one or more third parties' terms, conditions, and/or policies.
User Content

User Content Generally. Certain features of the Service may permit users to submit content to the Service, including messages, reviews, ratings, and other types of works ("User Content") and to publish User Content on the Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.
Ratings and Reviews. Within a certain timeframe after completing a reservation, you and other users may provide us with a public review ("Review") and/or rating ("Rating") regarding your or such other user's experience with the Service or at a Booked Property. Reviews and Ratings reflect the opinions of the individual or entity that leaves such Review or Rating, do not reflect our opinion, and may be incorrect or misleading. We may, but are not obliged to, verify any Reviews or Ratings for accuracy. You acknowledge and agree that if you provide a Review or Rating, such Review or Rating must be accurate, may not contain any offensive or defamatory language, may be surfaced anywhere (including publicly) on our Service or a third-party service as permitted by us, and constitute "User Content."
Limited License Grant to Us. By providing User Content to or via the Service, you grant us an unrestricted, worldwide, perpetual, irrevocable, non-exclusive, freely transferable and sublicensable (including through multiple tiers), royalty-free, and fully-paid right and license to exploit the User Content, in whole or in part, in any manner (including in any language or any media formats and through any media channels now known or hereafter developed) and for any purpose with no obligation or accounting to you.
User Content Representations and Warranties. We disclaim any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:

you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize us and our sublicensees to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section 10, in the manner contemplated by us, the Service, and this Agreement;
your User Content, and the use of your User Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third party's right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other individual or organization; or (iii) cause us to violate any law, rule, or regulation; and
your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish and will not be in any way responsible or liable for User Content. We may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates this Agreement or is otherwise objectionable. You understand that when using the Service you may be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against us with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, we do not permit copyright-infringing activities on the Service.
Monitoring Content. We do not control and do not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that we reserve the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time we choose to monitor the content, we still assume no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (if applicable).

Digital Millennium Copyright Act.

DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:

Upstay Inc.
ATTN: Office of the General Counsel (Copyright Notification).
876 Duncan Avenue, Kissimmee, Florida 34744.
support@upstay.com

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

an electronic or physical signature of the individual authorized to act on behalf of the owner of the copyright or other right being infringed;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of the material that you claim is infringing and where it is located on the Service;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Modification of this Agreement. We reserve the right to change this Agreement (including any of the Additional Terms in accordance with those agreements and applicable law) on a going-forward basis at any time. Please check this Agreement periodically for changes. If a change to this Agreement materially modifies your rights or obligations, we may require that you accept the modified Agreement in order to continue to use the Service or any Properties. Material modifications are effective upon your acceptance of the modified Agreement and we will provide you with reasonable notice prior to such changes taking effect. Please discontinue using the Service and any Property if you do not agree to these changes. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 12, this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose.
Term, Termination and Modification of the Service.

Term.

Term for STA/Hotel Reservations. This Agreement as applicable to STA/Hotel Reservations and related Services and Properties is effective beginning when you accept it, or first download, install, or otherwise access or use the Service or Properties for STA/Hotel Reservations, and its term ends when the Agreement is terminated as described in Section 13.2.
Term for Extended Stay Reservations. This Agreement as applicable to Extended Stay Reservations and related Services and Properties is effective beginning when you accept it, when you enter into an Extended Stay Agreement with us that incorporates this Terms of Service by reference, or when you first download, install, or otherwise access or use the Service or Properties for Extended Stay Reservations, and its term shall end in accordance with Section 13.2. The term and termination of any reservation (and the attendant right to use any Extended Stay Property) shall be as set forth in the applicable Extended Stay Agreement or Confirmation.

Termination. To the maximum extent permitted by applicable law, if you violate any provision of this Agreement or if Upstay's lease of, or right to use, any Property terminates or expires for any reason, all of our licenses to you, any permission to use any Property, (including any Booked Property), the Period of Occupancy, and this Agreement (which includes any still active Order Forms) automatically terminate without notice to you and, in addition to the remedies in Section 13.3, we reserve all rights and remedies available to us at law and equity including, without limitation, the right to remove you and Your Guests from any Property. In addition, we may, in our sole discretion, subject to compliance with all applicable law, terminate this Agreement or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice.