URBANDOOR GUEST TERMS OF SERVICE Version 1.0.3 Last Updated: June 15, 2018 PLEASE READ THIS AGREEMENT (THE AGREEMENT ) CAREFULLY BEFORE USING THE SERVICES OFFERED BY URBANDOOR, INC. ( URBANDOOR ). BY CLICKING THE SUBMIT (OR SIMILAR) BUTTON TO COMPLETE REGISTRATION OR BY USING THE SERVICES IN ANY MANNER (AS APPLICABLE), YOU ( GUEST ) AGREE TO BE BOUND BY AND A PARTY TO, THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. 1. PREAMBLE 1.1. Urbandoor offers a marketplace and platform that enables registered owners, managers, and lessees ( Provider ) of apartments ( Accommodations ) to connect with individuals and companies seeking temporary housing and to arrange and manage the booking and payment for stays in such Accommodations ( Stays ) (collectively, the Services ). Individuals may use the Services to book Stays for themselves or companies may use the Services to book Stays for individuals affiliated with such companies (in each case, such individuals are Guests ). Companies and other entities (each, a Company ) may also use the Services to book, manage, and pay for Stays for their employees, contractors, vendors and other affiliated individuals (collectively, Affiliated Guests ). 1.2. This Guest Terms of Service pertains solely to the Guest s use of the Services. Companies use of the Services is governed solely by the Urbandoor Company Agreement. 2. SERVICES AND SUPPORT 2.1. Subject to the terms and conditions of this Agreement, Guest may use the Services for his or her own internal, personal use and not on behalf of or for the benefit of any third party. The Services are subject to modification from time to time at Urbandoor s sole discretion, for any purpose deemed appropriate by Urbandoor. 2.2. The Guest Terms of Service are subject to modification from time to time at Urbandoor s sole discretion, for any purpose deemed appropriate by Urbandoor. Urbandoor will give Guest notice of any such modification through the Services. If Guest uses the Services in any way after a change to the Guest Terms of Service is effective, then Guest will be subject to the modified Guest Terms of Service. 2.3. Urbandoor will undertake commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week. Notwithstanding the foregoing, Urbandoor reserves the right to suspend Guest access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Guest is in breach of this Agreement, including failure to pay any amount due to Urbandoor, or (iii) in breach of any Accommodation Agreement. 3. BOOKING STAYS: RELATIONSHIP AND RESPONSIBILITY BETWEEN GUESTS, COMPANIES AND PROVIDERS 3.1. The Services feature listings for Accommodations (each, a Listing ) that Providers make available for booking via the Services. Each Listing for an Accommodation includes information about what lengths of Stays are available, the price, the location, when Stays may commence, the type of booking, and other pertinent terms of a Stay. To book a Stay in an Accommodation featured in a Listing, Guest must use one of the Booking Methods set forth in such Listing. The Booking Methods by which Guest can book a Stay on the Services are described in
detail in the Booking Methods FAQ, available at https://help.urbandoor.com/hc/en-us/sections/206275307- Booking-a-Stay (which may be updated by Urbandoor from time to time). 3.2. In order to complete a booking, Guest must affirmatively agree to the applicable lease, and/or license forms (collectively, the Accommodation Agreement ) required by the Provider for Stays at the applicable Accommodation. The current versions of the standard forms of the Accommodation Agreement are available at https://info.urbandoor.com/tos/agreements. Guest acknowledges that Provider has sole and absolute discretion in choosing which Accommodation Agreement to utilize in governing its relationship with the Guest with respect to any particular Stay in an Accommodation provided by Provider. Guest will be informed of the form selected by the Provider at the time of booking. Guest and the applicable Provider may agree in writing via the Services to amend or modify the Accommodation Agreement for a particular Stay, provided that such amendment or modification shall not conflict with the terms of this Agreement. Urbandoor is not a party to the Accommodation Agreement or any other agreements entered into between Provider and any Guest concerning Stays booked through the Services. 3.3. A booking for a Stay is complete and a Confirmed Booking is created when (i) Guest and the applicable Provider have both confirmed and accepted the booking details of such Stay pursuant to the applicable Booking Method, (ii) Guest agrees to the applicable Accommodation Agreement, and (iii) Urbandoor receives the applicable Advance Fee (as defined in Section 6.1). As part of the booking process, Guest will be asked to provide the names of all persons, over the age of 18, who will occupy the Premises (each, an Occupant ) and the total number of persons of any age who will occupy the Accommodation. Guest agrees and understands that certain information submitted during the booking process will be integrated into the Accommodation Agreement applicable to the Stay and that errors in such information may prevent Guest from beginning Guest s Stay or result in the cancellation or delay of a Stay. A Confirmed Booking may not be amended or cancelled by the parties after being completed, except as set forth in the Urbandoor Cancellation Policy, available at the current version of which is set forth at https://info.urbandoor.com/tos/cancellation, (which may be updated by Urbandoor from time to time) (the Cancellation Policy ). 3.4. A Provider may require that a Guest and Occupants undergo a credit and/or criminal history check prior to the commencement of a Stay. If such screening is required, it will be specified at the time of booking. The applicable Provider has sole discretion concerning whether to require Urbandoor to screen Guest and Occupants (Guests and Occupants required to undergo screening are Screened Guests ). Urbandoor s current standard screening criteria ( Screening Criteria ) is available at (https://help.urbandoor.com/hc/en-us/articles/115007681707-what-is- Urbandoor-s-screening-criteria), which may be updated by Urbandoor from time to time. Credit and criminal history screening of Screened Guests will be performed by third party screening providers (the Screening Providers ) based on information provided by the Guest during the booking process. Guest understands and agrees that: (i) such check will be performed in accordance with the Screening Criteria; (ii) Urbandoor is not itself a credit reporting agency or screening company but has retained the Screening Providers to provide screening services to determine the credit and criminal history of the Screened Guests; (iii) Urbandoor makes no representations or warranties with respect to the accuracy of any screening of Screened Guests or the suitability of the Screened Guests to be an occupant in an Accommodation provided by Provider. If any Screened Guests do not meet Urbandoor s Screening Criteria, Provider and/or Urbandoor may rescind the Confirmed Booking and any Stay linked to the Confirmed Booking and the Cancellation Policy shall apply. Screening decisions are the sole and absolute discretion of Provider. Except as provided herein, Urbandoor does not participate in or otherwise inform the decision of any Provider relating to Screened Guest screening or the booking process. 3.5. Guest acknowledges and agrees that Guest or Occupants may not begin a Stay occupying an Accommodation until (i) Guest and Occupants have undergone credit and criminal history screening by the Screening Providers and the applicable Provider approves the results of such screening and (ii) Guest affirmatively agrees to the applicable Accommodation Agreement. Guest agrees to vacate the Premises in a Confirmed Booking on or before the Termination Date of the Stay. Guest acknowledges and understands that a Stay may be cancelled and a Guest removed from an Accommodation upon failure to pay the Total Stay Cost (as defined below) for the Stay at any point during the Stay regardless of the remaining term of the Stay.
3.6. The Services enable Companies (such as Guest s employer, travel agency or relocation company) to book, manage and pay for Stays as a 3 rd party on behalf of an Affiliated Guest. If Guest s account with the Services is or becomes affiliated with a Company, Urbandoor will notify Guest. A Company may create bookings on behalf of Guest, but such bookings do not become Confirmed Stays until Guest confirms the booking details and agrees to the applicable Accommodation Agreement. A Company may also elect to pay the Total Stay Cost for a Stay, Excess Fees, or certain other Guest payment obligations ( Guaranty Obligations ) under the applicable Accommodation Agreement. Notwithstanding the foregoing, no such election or guaranty by a Company shall relieve Guest of any of its obligations under this Agreement or any applicable Accommodation Agreement. 3.7. Urbandoor may share with a Company any and all information Guest submits to the Services in connection with Guest s account, including, without limitation, information regarding Guest s Confirmed Stays and billing and payment information in connection with Guest s Stays. If Guest wishes to prevent a Company from accessing information for Stays that are unrelated to Guest s relationship with an Company, Guest may create a separate account with the Services that is not affiliated with the Company and may book any such unrelated Stays through such account. 4. ACCESS TO BOOKING DATA: GUEST DATA 4.1. For purposes of this Agreement, Guest Data shall mean any data, information or other material provided, uploaded, or submitted by Guest to the Services in the course of using the Services. Guest shall retain all right, title and interest in and to the Guest Data, including all intellectual property rights therein. Guest, not Urbandoor, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Guest Data. Urbandoor shall use commercially reasonable efforts to maintain the security and integrity of the Services and the Guest Data. Guest agrees and acknowledges that Guest Data may be irretrievably deleted if Guest s account is ninety (90) days or more delinquent or if this Agreement is terminated. 4.2. Notwithstanding anything to the contrary, Guest acknowledges and agrees that Urbandoor may (i) internally use and modify Guest Data for the purposes of (A) providing the Services to Guest and (B) generating Aggregated Anonymous Data (as defined below), and (ii) freely use and make available Aggregated Anonymous Data for Urbandoor s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Urbandoor s products and services). Aggregated Anonymous Data means data submitted to, collected by, or generated by Urbandoor in connection with Guest s use of the Services, but only in aggregate, anonymized form which can in no way be linked specifically to Guest. For further details on how Urbandoor uses Guest Data (including, without limitation, Guest s personal information) see Urbandoor s Privacy Policy, available at https://info.urbandoor.com/privacy-policy (which may be updated by Urbandoor from time to time). If Guest resides in the European Union, United Kingdom, Lichtenstein, Norway, or Iceland, please see the subsection of the Privacy Policy titled EU Residents, available at https://info.urbandoor.com/privacy-policy/#euresidents. 5. INTELLECTUAL PROPERTY RIGHTS; RESTRICTIONS AND RESPONSIBILITIES 5.1. Except as expressly set forth herein, Urbandoor alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Services or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Guest or any third party relating to the Services, which are hereby assigned to Urbandoor. Guest will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Guest any rights of ownership in or related to the Services or any intellectual property rights. 5.2. Except as expressly set forth in this Agreement, Guest shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent,
lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (v) use the Services to build an application or product that is competitive with any Urbandoor product or service; (vi) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Service; or (vii) bypass any measures Urbandoor may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Service). Guest is responsible for all of Guest s activity in connection with the Services, including but not limited to uploading Guest Data (as defined below) onto the Services. Guest (a) shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Guest s use of the Services (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Services in a manner that violates any third party intellectual property, contractual or other proprietary rights. 5.3. Although Urbandoor has no obligation to monitor the content provided by Guest or Guest s use of the Services, Urbandoor may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) inappropriate or in violation of this Agreement. 5.4. Guest will be responsible for maintaining the security of Guest s account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Guest s account with or without Guest s knowledge or consent. 5.5. Guest may elect to access certain features or functionality of the Services that operate on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties ( Third Party Services ). Urbandoor is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Guest is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Urbandoor does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Guest and a third party provider is solely between Guest and such third party provider and is governed by such third party s terms and conditions. 6. PAYMENT OF FEES 6.1. Upon Booking, Guest agrees to pay the applicable advance deposit fee (the Advance Fee ) to the Processor. The total amount due for each Stay (collectively, the Total Stay Cost ) includes a nightly rate multiplied by the number of nights ( Rate Total ), additional requested costs including, but not limited to, parking, pet, insurance billed as a one-time cost or nightly cost ( Add-Ons ), applicable taxes billed as a percentage or nightly cost ( Taxes ), and the Urbandoor Service Fee ( Service Fee ). The Service Fee shall be calculated according to Urbandoor s then-current rates, available at https://help.urbandoor.com/hc/en-us/articles/228286628-what-isthe-urbandoor-customer-service-fee. Urbandoor s third-party payment processor (the Processor ) collects the Total Stay Cost on behalf of Provider (and applicable Service Fees on behalf of Urbandoor). Guest agrees to pay the Total Stay Cost via the Processor. To the extent required under the applicable Accommodation Agreement, Guest will pay Provider (via the Processor) any fees for excessive damage, repairs or cleaning assessed by Provider in connection with a Stay (the Excess Fees ). Additionally, Guest agrees to Pay all applicable cancellation fees due in accordance with the Cancellation Policy. A Company may elect to pay some or all of the Total Stay Cost and/or the Excess Fees on an Affiliated Guest s behalf. For the avoidance of doubt, such election shall relieve Affiliated Guest s payment obligations only to the extent such Total Stay Costs are actually received by the Processor. Affiliated Guest shall remain responsible for any Total Stay Costs due hereunder that a Company fails to pay. 6.2. Unless otherwise specified in writing by Urbandoor, Total Stay Cost payments will be due as follows: (i) the Total Stay Cost for Stays lasting thirty (30) nights or less, and (ii) the first month s portion of the Total Stay Cost for Stays lasting longer than thirty (30) nights, will be paid by Guest (or a Company on behalf of an Affiliated Guest) when the Confirmed Booking for each such Stay is created. For Stays lasting longer than thirty (30) nights, the
Total Stay Cost for subsequent months will be due thirty (30) days before the start of each month. The Processor will charge the Payment Method provided by Guest (as applicable) when creating the applicable Booking. Guest may update the Payment Method through its account settings at any time. If Guest fails to make a payment in accordance with the Accommodation Agreement, Provider shall be entitled to pursue any remedies under the Accommodation Agreement or applicable law. Additionally, Provider shall have the right to collect the delinquent Total Stay Cost payment in full. 6.3. Unpaid Total Stay Costs are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys fees. For any unpaid Fees that are more than thirty (30) days past due, Urbandoor reserves the right to turn over collections of such Total Stay Costs to the applicable Provider and such unpaid Total Stay Costs may be subject to additional late fees or finance charges imposed by such Provider. The Urbandoor Service Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Guest agrees to pay such taxes (excluding US taxes based on Urbandoor's net income) unless Guest has provided Urbandoor with a valid exemption certificate. In the case of any withholding requirements, Guest will pay any required withholding itself and will not reduce the amount paid to Urbandoor on account thereof. 7. TERMINATION 7.1. This Agreement will commence as of the date Guest registers for the Services and continue until terminated as set forth herein. Guest may terminate this agreement for convenience at any time upon filing a customer service ticket by sending an email to concierge@urbandoor.com, provided that such termination shall not become effective until Guest has no Confirmed Bookings for current or future Stays ( Active Bookings ). 7.2. Urbandoor may terminate this agreement immediately upon notice if Guest commits a material breach of this Agreement or any applicable Accommodation Agreement. Urbandoor may suspend Guest s ability to create or modify Confirmed Bookings through the Services ( Suspended Status ) for any reason and at any time upon notice. Urbandoor may elect to terminate this Agreement for convenience upon notice via email if Guest s account is in Suspended Status and Guest has no Active Bookings. Suspended Status may be removed only by Urbandoor in its sole discretion. 7.3. Upon termination for any reason, Guest s account shall be immediately placed in Suspended Status. In the event that Urbandoor terminates this Agreement due to Guest s material breach of this Agreement or any applicable Accommodation Agreement, all Confirmed Bookings for future Stays shall be automatically cancelled and will be deemed a cancellation by Guest subject to the Cancellation Policy. For the avoidance of doubt, any Stays in effect at the time of termination shall continue in accordance with and subject to the terms of the applicable Confirmed Booking and Accommodation Agreement. The payment terms in Section 6 of this Agreement and Guest s obligation to pay Total Stay Costs to the Processor shall remain in effect until each such Stay is terminated or expires in accordance with and subject to the terms of the applicable Confirmed Booking. 7.4. The following sections will survive termination of this Agreement: Sections 4.2 (Aggregated Anonymous Data), 5.1 (Intellectual Property Rights), 5.2 (Restrictions & Responsibilities), 6 (Payment of Fees only with respect to accrued rights to payment), 7.4 (Survival of Provisions), 8 (Indemnification), 9 (Warranty Disclaimers), 10 (Limitations of Liability), and 11 (Miscellaneous). 8. INDEMNIFICATION 8.1. Guest hereby agrees to indemnify and hold harmless Urbandoor and its employees, officers, directors, agents, and representatives against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys fees) in connection with any third party claim or action that arises in connection with (i) Guest s negligence or willful misconduct, (ii) the use or condition of an Accommodation booked through the Services by Guest, including without limitation, any injuries, losses or damages arising in connection with the use or booking of such Accommodation, (iii) any claims relating to cancelled Stays or that arise under the
Accommodation Agreement or any other agreements entered into between Guest and any Providers concerning Accommodations booked through the Services, and (iv) an alleged violation of Section 5.2 of this Agreement. 9. WARRANTY DISCLAIMER THE SERVICES AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. URBANDOOR (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 10. LIMITATION OF LIABILITY IN NO EVENT WILL URBANDOOR (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, OR FOR THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, IN EACH CASE WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF URBANDOOR, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE LESSER OF (i) TEN THOUSAND DOLLARS, OR (ii) THE FEES PAID TO URBANDOOR HEREUNDER IN THE THREE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 11. MISCELLANEOUS If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Guest except with Urbandoor s prior written consent. Urbandoor may freely transfer and assign any of its rights and obligations under this Agreement. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Guest does not have any authority of any kind to bind Urbandoor in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Neither party will be liable to the other or be deemed to be in breach of this Agreement for any delay or failure to perform under this Agreement arising from causes beyond its reasonable control; provided the non-performing party is making a good faith effort to perform under this Agreement. Urbandoor will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in San Francisco County, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement, provided that either party may seek injunctive relief in any court of competent jurisdiction.