Home Studio Terms Of Use

Updated: April 3, 2017

PLEASE READ THESE APPLICATIONS TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE APPLICATIONS (AS THAT TERM IS DEFINED BELOW) YOU AGREE TO BE BOUND BY THESE APPLICATIONS TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THESE APPLICATIONS TERMS OF USE, YOU ARE PROHIBITED FROM ACCESSING OR USING THE APPLICATIONS. CAPITALIZED TERMS NOT DEFINED HEREIN SHALL BE DEFINED AS PROVIDED IN OUR USER AGREEMENT.

These Applications Terms of Use (these “Terms”) apply between you and Home Studio, Inc. (“Home Studio,” “we,” or “us”) in connection with your access to and use of our web-based and/or mobile applications (the “Application”). These Terms do not change the terms or conditions of any other written agreement you may have with us for products, services, or otherwise. If you are using the Applications on behalf of an entity, you represent and warrant that you are authorized to accept these Terms on the entity’s behalf and that the entity agrees to be responsible to Home Studio if you or they violate these Terms.

We reserve the right to change these Terms at any time at our discretion. If we make changes to these Terms, we will provide notice of the changes, such as by sending you an email with the new Terms to the address we have on record for you. Your continued use of the Applications after you have received notice of the changes will confirm that you accept the changed Terms. You are responsible for ensuring that emails from Home Studio are not blocked, treated as spam or similar. Emails rejected by your email server or which go to a folder other than your regular inbox shall be deemed to have been received by you. We encourage you to review these Terms regularly to ensure that you understand the terms and conditions that apply to your use of the Applications. If you do not agree to the changed Terms, you must stop using the Applications.

Questions or comments about these Terms may be directed to Home Studio at info@homestudiolist.com.

 

1. PRIVACY

 

Please refer to the Home Studio privacy policy at www.homestudiolist.com/terms for information about how Home Studio collects, uses, and discloses information about you.

 

2. ELIGIBILITY; ACCOUNT AND PROFILE INFORMATION

 

If you are a United States resident, you must be at least 18 years of age to access and/or use the Applications. We reserve the right to deny use to any user at our discretion and to terminate your access to all or any part of the Application if you at any time provide inaccurate, false, or misleading information in connection with your account or profile.

 

3. OWNERSHIP

 

All information, materials and content in the Applications, including text, graphics, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, queries, algorithms, and other content (collectively, the “Materials”), are owned by Home Studio or are used with permission. The Materials are protected in all forms, media, and technologies now known or hereinafter developed. Unless otherwise indicated, the Applications (including any Materials therein) contain the valuable proprietary content of Home Studio and our licensors and are protected by copyright and other intellectual property laws and treaties. You must not use the Applications (including any Materials therein) except in the intended manner in accordance these Terms. Home Studio reserves all rights not expressly granted in these Terms, and no licenses or rights are granted by Home Studio to you under these Terms, whether by implication, estoppel or otherwise.

 

4. LICENSE

 

Subject to the terms, conditions and limitations set forth in these Terms, Home Studio grants you a non-exclusive, non-transferable, revocable license to use the Applications (including any Materials therein) on any mobile device or personal computer that you own or lawfully control, solely for purposes for which the Applications are provided. The terms of the license will also govern any upgrades provided by Home Studio that replace or supplement the original Applications, unless the upgrade is accompanied by a separate license, in which case the terms of that license will govern. Except as expressly permitted in writing by us, you will not do, and will not authorize or permit any third party to do, any of the following in connection with the Applications:

 

(a) distribute or make the Applications available over a network where they could be used by multiple devices at the same time;

(b) rent, lease, lend, sell, redistribute, or sublicense the Applications;

(c) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Applications, any updates, or any part thereof (except as and only to the extent any of the foregoing restrictions are prohibited by applicable law);

(d) knowingly take any action that would cause the Applications to be placed in the public domain; or

(e) remove, alter or obscure any copyright, trademark, or other proprietary rights notice on or in the Applications. If you violate any of the foregoing restrictions, your right to use of the Applications will immediately cease, and you will have infringed the copyright and other rights of Home Studio, which may subject you to prosecution and damages.

5. THIRD-PARTY PRODUCTS AND SERVICES

 

Home Studio may provide information about third-party products or services and include links to third-party products and services through the Applications. We do not control, endorse, or adopt any third-party information on the Applications and make no representation or warranties of any kind regarding third-party information on the Applications, including representation or warranties as to its accuracy or completeness. Your business dealings or correspondence with, or participation in promotions of, these third parties (and any terms, conditions, warranties, or representations associated with those dealings, correspondence, or promotions) are solely between you and the third parties. Except to the extent mandated by applicable law to the contrary in the country in which you are authorized to act as a Host or a Guest in accordance with these Terms of Use, we are not responsible for, and will not be liable for, any loss or damage of any sort incurred as the result of any such dealings, correspondence, or promotions, or any third-party information on the Applications.

 

6. USER CONTENT

 

The Applications may include interactive areas or services (“Interactive Areas”), such as forums, chat rooms, message boards, online hosting, storage services, or other areas or services, in which you or other user may create, post, or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, Applications, code, or other items or materials (“User Content”). User Content provided for Interactive Areas is publicly viewable to others. By submitting or posting User Content, you hereby grant to Home Studio a worldwide, nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display the User Content in any medium and in any forum, including but not limited to third-party websites, for our reasonable marketing and promotional purposes, along with your name, company name, location, and any other information you submit with the User Content. The use of your or any other User’s name, likeness, voice, or identity in connection with the Applications or Home Studio’s products and services does not imply any endorsement thereof unless explicitly stated otherwise.

 

7. PERMITTED USE OF THE APPLICATIONS

 

You are solely responsible for your conduct in connection with the Applications. You will not violate any applicable laws, rules, and regulations, including, without limitation:

 

planning or zoning laws or restrictions;

covenants or restrictions applicable to any premises, tax regulations;

privacy and data security laws; the U.S. Patriot Act;

the CAN -SPAM Act, prevention of terrorism legislation;

and similar laws and regulations;

e-commerce laws;

and OFAC compliance and similar requirements and regulations (“Applicable Laws”), contract, intellectual property, or other third-party right, or commit a tort, any wrongdoing (including in contract or negligence) in connection with the Applications.

In addition, you will not do, and will not allow or authorize any third party to do, any of the following:

 

Use the Applications in any manner that could interfere with, disrupt, negatively affect, or inhibit our other users from fully enjoying the Applications or that could damage, disable, overburden, or impair the functioning of the Applications in any manner;

Impersonate or post on behalf of any person or entity, or otherwise misrepresent your affiliation with a person or entity;

Cheat or use unauthorized exploits in connection with your use of the Applications;

Stalk, intimidate, threaten, or otherwise harass or cause discomfort to our other users; Send, distribute, or post spam or unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;

Harvest or otherwise collect information about our other users, including email addresses, without their permission;

Use the Applications for any illegal or unauthorized purpose, or engage in, encourage, or promote any illegal activity or other activity that violates these Terms; or

Circumvent or attempt to circumvent any filtering, copy protection mechanisms, security measures, or other features we may adopt to protect Home Studio, the Applications, our users, or third parties.

Referencing or disclosing any personal, business or other contact information through the Applications including but not limited to any email address, website, phone number, or instant messaging ID are considered each a “Prohibited Communication”. Any such Prohibited Communication prevents Home Studio from ensuring a successful Booking or providing support surrounding disputes in relation to a Booking. Home Studio disclaims any and all liability, whether direct, indirect, consequential, special, or otherwise, arising from, related to, or in connection with, any Prohibited Communication. Any single Prohibited Communication shall be grounds for all parties involved being permanently banned from using the Applications.

 

USE OF THE APPLICATIONS THAT IS INCONSISTENT WITH YOUR OBLIGATIONS UNDER THESE TERMS SHALL RESULT IN IMMEDIATE SUSPENSION OR TERMINATION OF YOUR ACCOUNT AND MAY ALSO RESULT IN LEGAL ACTION.

 

Your use of the Applications is at your own risk. Except to the extent mandated to the contrary by Applicable Law, Home Studio is not responsible or liable for the conduct of, or your interactions with, any other users (whether online or offline) or for any associated loss, damage, injury, or harm.

 

8. COPYRIGHT POLICY

 

Copyright/ DMCA Notice and Procedure

 

It is our policy to respond to allegations of copyright violations in accordance with the Digital Millennium Copyright Act (“DMCA”). If you believe that your work has been copied and is accessible on the services in a way that constitutes copyright infringement, you may notify Home Studio’s designated Copyright Agent at the address below. Inquiries not compliant with the procedure outlined below may not receive a response. When a valid DMCA notification is received, we will respond by taking down the offending content. We will then take reasonable steps to contact the owner of the removed content so a counter-notification may be filed. Upon receipt of a valid counter-notification, we will generally restore the content in question, unless we receive notice from you, the notifying copyright owner, that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. Home Studio may provide copies of such notices to the participants in the dispute or to any other third parties, at our discretion and as required by law. Home Studio’s Privacy Policy does not protect information provided in these notices.

 

Notification

 

If you believe that your work was copied or posted on the services in a way that constitutes copyright infringement, please contact us at:

 

Hannah Pobar

Home Studio

info@homestudiolist.com

Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is infringing.

 

Your notification must include the following information:

 

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.

(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Home Studio to locate the material.

(d) Information reasonably sufficient to permit Home Studio to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.

(e) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

(f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Note, however, that if you posted any materials on the website or through the services, by submitting, posting or displaying your content, you grant Home Studio and its end users a worldwide, royalty-free, non-exclusive license as specified in this Agreement.

 

Only DMCA notices should go to the Home Studio Copyright Agent designated above. Communications regarding other matters directed to that address or DMCA notices that do not comply with the requirements of DMCA may be ignored.

 

Upon receipt of the written notification containing the information as outlined above:

 

(a) Home Studio shall remove or disable access to the material that is alleged to be infringing.

(b) Home Studio shall use reasonable efforts to forward the written notification to such alleged infringer (“User”).

(c) Home Studio shall take reasonable steps to notify the User that it has removed or disabled access to the material.

Counter Notification

 

To be effective, a Counter Notification must be a written communication provided to Home Studio that includes substantially the following:

 

(a) A physical or electronic signature of the User.

(b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.

(c) A statement under penalty of perjury that the User has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.

(d) The User’s name, address, and telephone number, and a statement that the User consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the User’s address is outside of the United States, for any judicial district in which Home Studio is located, and that the User will accept service of process from the person who provided notification or an agent of such person.

Upon receipt of a Counter Notification containing the information as outlined above:

 

(a) Home Studio shall promptly provide you with a copy of the counter notification, and inform you that Home Studio will replace the removed material or cease disabling access to it in 10 business days; and

(b) Home Studio shall replace the removed material and cease disabling access to the material in no less than 10 and no more than 14 business days following receipt of the counter notice, unless Home Studio’s designated Copyright Agent first receives notice from you that you have filed an action seeking a court order to restrain the User from engaging in infringing activity relating to the material at the website or services.

Account Termination

 

Home Studio may, in appropriate circumstances, terminate an account holder or user of the website or services if he or she is a repeat infringer. If you believe that an account holder or user is a repeat infringer, please follow the instructions above to contact Home Studio’s DMCA Copyright Agent and provide information sufficient for us to verify that the account holder or user is a repeat infringer.

 

9. FEEDBACK

 

You can submit questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials, or other information about any part of the Applications, Materials, or Home Studio’s products or services (collectively, “Feedback”). Feedback, whether posted through the Applications or provided to us by email or otherwise, is not confidential and we will be entitled to the unrestricted use and dissemination of that Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

 

10. TRADEMARKS

 

Home Studio’s name, Home Studio’s logos and any other Home Studio product or service name or slogan (collectively, “Home Studio Marks”) are trademarks of Home Studio and may not be copied, imitated or used, in whole or in part, without the prior written permission of Home Studio or the applicable trademark holder. The look and feel of the Applications and our webhosting platform, including all custom graphics, button icons, and scripts are the service marks, trademarks, or trade dress of Home Studio and may not be copied, imitated, or used (in whole or in part) without our prior written permission. All other trademarks, registered trademarks, product names, company names, and logos mentioned in the Home Studio Marks (“Third-Party Trademarks”) are the property of their respective owners, and any use of Third-Party Trademarks will inure to the benefit of the applicable trademark owner. The use of Third-Party Trademarks is intended to denote interoperability and does not constitute either an affiliation by Home Studio with such company or an endorsement or approval by such company of Home Studio or our products or services.

 

11. APP STORE

 

The availability of the Applications, other than our web-based Applications, is dependent on the third party from which you received the Applications (the “App Store”), such as the Apple App Store. These Terms apply between you and Home Studio and not with the App Store. Home Studio, not the App Store, is solely responsible for the Applications, the content of the Applications, any maintenance, support services, and warranty for the Applications, and addressing any claims relating to the Applications (including claims related to product liability, legal compliance, or intellectual property infringement). You will pay all fees charged by the App Store in connection with the Applications (if any). You will comply with, and your license to use the Applications is conditioned upon your compliance with, all applicable third party terms of agreement when using the Applications. In the event of a conflict between the provisions of these Terms and the provisions of any applicable third party terms of agreement, the provisions of these Terms will control.

 

12. REPRESENTATIONS AND WARRANTIES

 

You represent and warrant the following:

 

(a) you have not been previously suspended from using the Applications or had an account terminated by us;

(b) you do not have more than one account with us;

(c) you have full power and authority to enter fulfill your obligations and grant any rights granted under these Terms without violating any other agreement to which you are a party;

(d) you will comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any applicable governmental authority and all of the terms and conditions of these Terms when using the Applications;

(e) you are a US citizen or resident and are not listed on any US Government list of prohibited or restricted parties or;

(f) you own and control all of the rights to the User Content that you post, or you otherwise have all necessary rights to post, distribute, and reproduce such User Content to Interactive Areas; and

(g) all such User Content is accurate, non-confidential, and not misleading or harmful in any manner.

 

13. TERMINATION

 

Any use of the Applications that is inconsistent with your obligation under these Terms, especially those in section 6, may result in Home Studio suspending or terminating your rights with respect to the Applications without notice, and at Home Studio’s sole discretion and without having to give a reason and without liability for such suspension and/or termination. Suspension or termination may include restricting access to and use of the Applications. If your rights with respect to the Applications are suspended or terminated, you will have no further right to use the Applications during suspension or after termination. Home Studio reserves the right, but does not undertake any duty, to take appropriate legal action including the pursuit of civil, criminal, or injunctive redress against you for continuing to use the Applications during suspension or after termination, and to take legal action against you, including (without limitation) recovering Home Studio’s reasonable legal fees and court costs in connection with such actions. Even while your right to use and access to the Applications is suspended and after it is terminated, these Terms will remain enforceable against you.

 

14. MODIFICATIONS TO THE APPLICATION

 

Home Studio reserves the right in its sole discretion to review, improve, modify, or discontinue, temporarily or permanently, the Applications and any features, information, materials, or content on the Applications with or without notice to you. Home Studio will not be liable to you or any third party for any modification or unavailability or discontinuance of the Applications or any portion thereof.

 

15. DISCLAIMERS

 

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY Home Studio, THE Home Studio MARKS, THIRD-PARTY TRADEMARKS, THE APPLICATIONS, AND THE MATERIALS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OR CONDITION OF ANY KIND. Home Studio HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD ANY Home Studio MARKS, THIRD-PARTY TRADEMARKS, THE APPLICATIONS, AND THE MATERIALS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY Home Studio, Home Studio DOES NOT REPRESENT OR WARRANT THAT THE APPLICATIONS OR ANY CONTENT CONTAINED THEREIN IS ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IT IS YOUR RESPONSIBILITY TO USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. The Applications may be subject to limitations, delays, and other problems inherent in the use of the Internet, wireless networks, and electronic communications, and we are not responsible for any delays, delivery failures, or other damages resulting from such problems.

 

Our liability as stated in section 16 below, shall hereby remain unaffected.

 

16. LIABILITY / LIMITATION OF LIABILITY

 

NOTHING IN THIS CLAUSE IS INTENDED TO REDUCE Home Studio’S LIABILITY ARISING FROM ANY CAUSE OF ACTION WHERE LIABILITY MAY NOT BE LIMITED BY APPLICABLE LAW. SUBJECT TO THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Home Studio AND ANY OF OUR INDEPENDENT CONTRACTORS, SUPPLIERS AND CONSULTANTS, THE APP STORE AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “Home Studio PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ( OR ANY DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATED TO THESE TERMS, Home Studio MARKS, THIRD-PARTY TRADEMARKS, THE APPLICATIONS, AND THE MATERIALS, OR ANY RELATED PRODUCTS OR SERVICES, EVEN IF ANY OF THE Home Studio PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL, AGGREGATE LIABILITY OF THE Home Studio PARTIES ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED YOUR REASONABLE AND FORESEEABLE DAMAGES, NOT TO EXCEED THE AMOUNT (IF ANY) YOU PAID TO ACCESS OR USE THE APPLICATIONS; MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. PLEASE BE AWARE THAT EXCEPT WHERE MANDATED TO THE CONTRARY BY APPLICABLE LAW, THE LIMITATIONS ON LIABILITY SET OUT IN THIS CLAUSE WILL APPLY TO YOU IN FULL. IF YOU ARE DISSATISFIED WITH ANY PART OF THE APPLICATIONS, OR WITH ANY OF THESE TERMS, YOU SHOULD STOP USING THE APPLICATIONS.

 

17. INDEMNIFICATION

 

You will defend, indemnify, and hold harmless the Home Studio Parties from and against any third-party claims, damages of any kind, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to any of the following:

 

(a) your use of the Applications, the Materials, or Third-Party Trademarks;

(b) your conduct in connection with the Applications, the Materials, or Third-Party Trademarks;

(c) any User Content or Feedback you provide;

(d) your violation of these Terms; or

(e) your violation of the rights of another.

18. DISPUTE RESOLUTION

 

PLEASE READ THE FOLLOWING PROVISIONS CAREFULLY BECAUSE IT REQUIRES YOU AND Home Studio TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF. You and Home Studio agree to arbitrate any dispute, claim, or controversy arising from or related to these Terms or the Applications, except that neither you nor Home Studio is required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU AND Home Studio FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Home Studio agree as follows:

 

(a) you will each notify each other of any dispute within 30 days of when it arises and attempt informal resolution before any demand for arbitration;

(b) any arbitration will occur in San Francisco, California, U.S.A.; and

(c) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS (or its successor).

The language of all proceedings and filings will be English. Except as expressly provided herein, the arbitrator has the authority to grant any remedy that would otherwise be available in court. The arbitrator will render a written opinion including findings of fact and law, and the award and determination of the arbitrator will be binding upon the parties and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The parties will equally share the expenses of the arbitration parties unless the arbitrator determines to apportion fees and expenses differently. To the fullest extent permitted by applicable law, Whether the dispute is heard in arbitration or in court, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE APPLICATIONS, AND NEITHER you NOR Home Studio will commence against the other a class action, class ARBITRATION, or other representative action or proceeding. You can choose to reject this agreement to arbitrate (“opt out”) by sending Home Studio a written opt-out notice (the “Opt-Out Notice”) to info@homestudiolist.com within 30 days after the date you accept these Terms for the first time. The Opt-Out Notice must state that you do not agree to this agreement to arbitrate and must include your name, address, phone number, and email address. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt-out of this agreement to arbitrate. If you opt-out of this agreement to arbitrate, all other parts of these Terms will continue to apply.

 

19. VENUE; GOVERNING LAW

 

The state and federal courts located in San Francisco County, California, U.S.A. will have exclusive jurisdiction over any suit in connection with the Applications or these Terms that is not subject to arbitration, and you and Home Studio hereby irrevocably and unconditionally permission and submit to the exclusive jurisdiction of such courts. These Terms and your use of the Applications will be governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions.

 

20. MISCELLANEOUS

 

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Home Studio may freely transfer or assign these terms without restriction and at our discretion. Enforcement of these Terms is solely at Home Studio’s discretion, and failure to enforce any part of these Terms in some instances does not constitute a waiver of our right to enforce the same or other part of these Terms in other instances. As used in these Terms, “including” means “including (without limitation).” The section headings of these Terms are for reference purposes only and will not affect the meaning or interpretation of these Terms. If any provision of these Terms is or becomes unlawful, void, or otherwise unenforceable (including the warranty disclaimers and liability limitations set forth above), then either that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision; or (if the foregoing is not permitted by Applicable Law), then just the offending language will be struck from the clause. In either case, the remaining provisions of these Terms will continue in full force and effect.

 

Home Studio User Agreement

Last updated: April 3, 2017

 

PLEASE READ THIS USER AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS USER AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT, YOU ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES. CAPITALIZED TERMS NOT DEFINED HEREIN SHALL BE DEFINED AS PROVIDED IN OUR TERMS OF USE.

 

This User Agreement (this “Agreement”) is between you and Home Studio, Inc. (“Home Studio,” “we,” or “us”) and applies to your access to, use of, and participation in Home Studio’s products and services including but not limited to any content we generate for a User, as we make such products, services and content available through our web-based and mobile applications including but not limited to the Home Studio Concierge Services (the “Applications”) and/or our web-hosting platform and/or by any other means (collectively our “Services”). In order to use our Services, you must be

 

(a) a US citizen or resident aged at least 18 years of age; or

 

If you are using the Services on behalf of an entity, you represent and warrant that you are authorized to accept the terms and conditions of this Agreement on the entity’s behalf and that the entity agrees to accept all of the terms and conditions of this Agreement.

 

We reserve the right to change this Agreement at any time at our discretion, except as expressly set forth in this Agreement. If we make changes to this Agreement, we will provide notice of the changes such as by sending you an email to the address we have on record for you. Your continued use of the Services after you received notice of the changes will confirm that you accept the changes. We encourage you to review this Agreement regularly to ensure that you understand the terms and conditions that apply to your use of the Services. You are responsible for ensuring that emails from Home Studio are not blocked, treated as spam or similar. Emails rejected by your email server or which go to a folder other than your regular inbox shall be deemed to have been received by you. If you do not agree to any of the terms and conditions, including any changes, you are prohibited from using the Services.

 

Questions or comments about this Agreement may be directed to Home Studio at info@homestudiolist.com.

 

1. DEFINITIONS

 

Whenever used in this Agreement, the following capitalized terms have the following specified meanings:

 

“Applicable Law” means any applicable planning laws or restrictions; covenants or restrictions applicable to any premises, tax regulations; privacy and data security laws; prevention of terrorism legislation ; and similar laws and regulations; e-commerce laws and regulations.

 

“Booking” means the agreement between a Guest and a Host concerning the license (similar to but distinct from a short term rental or lease as provided below in section 4(c)) of a Space. May also be referred to as a reservation.

 

“Booking Request” means a User, intending to use Services as a Guest, initiates permission to confirm a Booking.

 

“Guest” means a User who buys a license of a Space from a Host.

 

“Host” means a User who posts or lists Spaces and sells licenses of Spaces to Guests.

 

“Intellectual Property Rights” means any patent, copyright, trademark, service mark, trade name, trade secret, know-how, or other intellectual property right.

 

“Interactive Areas” means any discussion forums, blogs, private messages, emails, or other interactive features of the Services.

 

“License” means the authorization given by a Host to a Guest to use certain services related to a Space, as defined below.

 

“License Charge” means the total billing charge to a Guest by a Host for the licensing of a Space using the Services inclusive of the Service Fee and all applicable Taxes.

 

“Payout” means the License Charge received by a Host for the licensing of a Space using the Services after deduction of the Service Fee.

 

“Home Studio Concierge Services” has the meaning set forth in Section 4(e) below.

 

“Home Studio Parties” means Home Studio and our independent contractors, suppliers, and consultants, and our and their respective directors, officers, employees, and agents.

 

“Premium Services” means premium services subject to additional charges, which Home Studio may introduce from time to time.

 

“Processing Fee” means the charge which Home Studio charges to a Guest for processing the Transaction Amount, currently set at 5% of the License Charge.

 

“Service Fee” means the charge which Home Studio charges to a Host for providing the Services in connection with licensing of a Space to a Guest, currently set at 15% of the License Charge.

 

“Space” means an area or space posted or listed via the Services by a Host as being available for a Guest to use at the listed times and prices and subject to any listed terms and conditions.

 

“Space Details” means the details of a Space as posted or listed by the Host using the Applications, including any special terms and conditions applicable to the sale of a license to use that Space;

 

“Tax” means any sales tax, value added tax, harmonized sales tax, goods and services tax, or other similar tax imposed, directly or indirectly, by a municipal, state, federal, or national taxing authority, and includes withholding and personal or corporate income tax.

 

“Transaction Amount” means the total billing charged to a Guest upon successful reservation of a Space. This includes the License Charge, the Processing Fee and the cost for any Home Studio Concierge Services including any applicable fees.

 

“User” means any registered or unregistered user of the Services, including a Host or a Guest.

 

“User Content” means any text, music, sound, photos, images, video, graphics, code and other items or materials that any User creates, posts, transmits, or stores in Interactive Areas, or which is otherwise generated by a User in connection with the User’s use of the Services.

 

Additional capitalized terms have the meaning ascribed to them in the provisions of this Agreement.

 

2. OTHER APPLICABLE TERMS AND POLICIES

 

This Agreement does not change the terms or conditions of any other written agreement you may have with us for products, services, or otherwise. Your use of the Applications is governed by the Applications Terms of Use, which is located at www.homestudiolist.com/terms or at www.homestudiolist.com and incorporated herein by reference. In the event of any conflict between the provisions of this Agreement and the provisions of the Applications Terms of Use, provisions of this Agreement will control. Please refer to the Home Studio privacy policy at www.homestudiolist.com/terms or at www.homestudiolist.com for information about how Home Studio collects, uses, and discloses information about Users.

 

3. DESCRIPTION OF THE SERVICES

 

The Services provide a platform whereby a Host may post details of a Space, Hosts and Guests may communicate with each other regarding the Space, and a Guest may book the Space and any Home Studio Concierge Services, and buy a license (similar to but distinct from a short-term rental or lease) of the Space for an agreed upon period (the Booking), at an agreed upon price, and subject to any other agreed upon terms set out in the Space Details and Booking Request. Home Studio does not

 

(a) own, operate, provide, license, lease, rent, sell, resell, manage, or otherwise control any Space outside of its private offices located at 655 Powell St, San Francisco CA 94108;

(b) perform any background checks of Hosts or Guests; or

(c) conduct any inspections of Spaces.

 

Home Studio does not endorse any Guest(s), any Host(s) or any Space(s). Rather, Home Studio’s sole responsibility is to make available a neutral communication and payment platform, subject to the terms of this Agreement, through which Hosts can notify details of Spaces and sell licenses of such Spaces to Guests, and Guests can buy licenses of Spaces from Hosts.

 

4. SPACES

 

(a) Adding and Managing Spaces

 

As a Host, you may add Spaces through the Services and describe Spaces you would like to make available for Guests to use, as set out in the relevant Space Details for each Space. At a minimum, the Space Details for a Space must include the following: location, size, and availability of the Space; all applicable charges inclusive of any Taxes; permitted and prohibited uses of the Space and any restrictions resulting from Applicable Laws including but not limited to planning/zoning laws or restrictions and covenants, conditions and restrictions applicable to any Space; rules concerning utility use; limitations on personal property allowed in a Space by a Guest; requirements of Guests to have any necessary insurance (e.g employer’s liability, public liability, general commercial liability, etc.); the disposition of any personal property left in any Space by a Guest; and any additional special rules, terms or conditions with which a Guest must comply. You may not use the Services to make any Space available for rent, lease, sale, residential use or lodging purposes, or for criminal or illegal activities. By adding a Space, you represent and warrant the following:

 

(i) all information provided in connection with the Space Details is accurate, truthful, current, and complete;

(ii) the applicable Space is fully insured for the purposes set out in the Space Details, and has been and will continue at all applicable times to be properly maintained and free of all safety hazards;

(iii) your addition of the Space Details and any licensing of the Space to a Guest do not and will not violate any agreements you have with third parties, any Applicable Laws, or any other third party rights;

(iv) you are, and will continue at all times while using the Services to be, compliant with all Applicable Laws, Tax requirements, and any other rules, regulations, and agreements that may apply to the Space included in the Space Details (including applicable insurance policies and approved planning use); and

(v) you have the full right to license the Space to a Guest for the purposes described in the Space Details, including (if you are not the landowner/freeholder), having obtained permission in writing from your landlord, any superior landlords and the freeholder of the relevant Space and/or such permissions as may otherwise be required by the terms of your occupation/use of the Space. Hosts may edit the details of or remove their Space(s) in the Applications at any time prior to a Host confirming the Booking of Space. If Home Studio chooses to remove details of a Space, it has the right but not the obligation to remove such details at its sole discretion, at any time and without needing to give notice.

(b) Booking and Confirming Spaces

 

As a Guest, you may issue a Booking Request for a Space through the Services by providing the desired Booking date, start and end time, number of attendees using the Space, a detailed explanation of the activity(ies) that will take place during the Booking, and by also submitting your payment information provided by a credit card or a debit card. By reserving a Space using the Service, you represent and warrant the following:

 

(i) any payment information you supply is true and complete;

(ii) charges incurred by you will be honored by payment card company;

(iii) that you will pay the stated price for the Space, even if you are unable to use the Space during the time reserved;

(iv) that you will not make any alteration in, or permit any alteration to be made to, any Space; and that

(v) subject to you having been notified by the Host of the approved planning use for the Space and any formal regulations applicable to the use of the Space, you are, and will continue at all times while using the Services to be, compliant with all Applicable Laws, Tax requirements, and any other rules, regulations, and agreements that may apply to the Space included in the Space Details (including applicable insurance policies) and that you agree to any terms and conditions set out in the Space Details.

As a Host, you will confirm any reserved Spaces within 72 hours of the Booking Request excluding weekends or public holidays in the country in which the Space is located, or the Booking will be automatically declined. The Host may not change any terms set forth in the Space Details after approving a Booking Request from the Guest that has reserved a Space on the basis of the previously advised Space Details, including any prices or payment terms. After the Host has confirmed a Booking, then the Guest will be charged the Transaction Amount by Home Studio. The Transaction Amount will include the following elements:

 

(a) the License Charge;

(b) the Processing Fee; and

Home Studio reserves the right to terminate a Host for any two or more failures to timely confirm a reservation. Home Studio reserves the right to terminate a Guest for any chargeback or declined payment authorization.

 

Unless otherwise stated in the Space Details, the start and end time of each Booking is inclusive of all setup time as well as teardown or cleanup time.

 

(c) Licensing Spaces

 

Once a reserved Space has been confirmed by the Host, a binding contract will have been entered into by and between the Host and the Guest for the sale of a license (similar to but distinct from a short-term rental or lease) of the relevant Space by the Host to the Guest as-is and where-is, subject to this Agreement and the terms set out in the Space Details. The license, unlike a rental or a lease, does not create any interest or tenancy in the Space, is personal to the Guest so may not be transferred or assigned, is terminable as provided in these Terms & Conditions and grants the Guest only the specifically described use rights and not control in general over the Space. Any use of the term “rent” in the Applications will be in direct reference to this short-term license of a space for a specific purpose.

 

(d) Required Insurance

 

As a Guest, once you reserve a Space you are required to have adequate insurance in place to cover any people or property associated with the Space for the activities that you will conduct there including but not limited to any Home Studio Concierge Services. As a Host, you are required to have adequate insurance in place to cover any people or property associated with the use of the Space by the Guest. Home Studio:

 

Does not undertake to audit, verify or otherwise monitor the existence or quality of any User’s required insurance.

Makes no representation that the coverage and amounts of such insurance will be adequate to protect the User.

Shall not be deemed to have agreed that such insurance shall constitute a limitation of the User’s liability to Home Studio or another User.

Each User is solely responsible for selecting, obtaining and understanding its required insurance and assuring that such insurance is adequate to protect the User.

 

 

5. PROCESSING PAYMENTS

 

When you buy a License from a Host using Home Studio and/or any additional Services such as Home Studio Concierge Services, Home Studio will process your payment information using a third-party service provider, “Stripe” as its third party provider for payment services (e.g. card acceptance, merchant settlement and related services). By licensing Space from a Host or purchasing Services using Home Studio, you agree and acknowledge that we are bound by Stripe’s terms and conditions (available at https://stripe.com/us/terms), along with its privacy policy (available at https://stripe.com/us/privacy), and that you also agree to be bound by Stripe’s terms and conditions and privacy policy to the extent applicable. You also hereby consent and authorize Home Studio to delegate the authorizations and to share the information you provide to Home Studio with our third-party service provider(s), to the extent required to provide payment services to you. Home Studio may also be contacted directly for payments support by email at info@homestudiolist.com After the Host has confirmed a reservation, Stripe will process the Transaction Amount and the Guest credit card or debit card will then be charged. Home Studio will process the Payout to the Host and/or third party vendor providing any Home Studio Concierge Services within 7 business days from the end of the License term, unless the Guest has notified Home Studio of a dispute pursuant to section 7(f) with respect to the Space at info@homestudiolist.com within 3 calendar days of the alleged disputed incident, detailing the circumstances of such disputed incident and providing all documentation to support the dispute. Home Studio will suspend the Payout to the Host and/or third-party vendor and independently contact the parties to investigate the dispute. If warranted, Home Studio will mediate the dispute and make all reasonable efforts to resolve the matter quickly and amicably. Failing amicable resolution between the parties as a result of the aforementioned mediation by Home Studio, Home Studio will make its best reasonable determination as to the merits of the dispute and withhold part or all of the Payout or release the Payout to the Host and/or third party vendor. Home Studio will in all circumstances deduct and retain out of the License Charge the Service Fee, prior to paying the Payout to the Host and/or third party vendor.

 

6. TAXES

 

(a) Taxes on Transactions Concerning Hosts and Guests

 

As a Host or Guest, you are solely responsible for complying with your obligations under Applicable Law regarding the application of value added taxes to any transactions, as well as income and/or corporation and/or local taxes and/or other Taxes payable in relation to such transactions, in consultation with your tax advisor. Home Studio may not, and does not, offer any Tax-related guidance to Users of the Services. The Host shall be responsible for ensuring that the License Charge is sufficient to cover all applicable Taxes, customs, duties, fees or other amounts assessed or imposed by any governmental (including local governmental) authority, which may be imposed on the Host in relation to or arising out of the Payout.

 

(b) Taxes on Transactions with Home Studio (USA)

 

For transactions in the USA, unless otherwise specified, the Service Fee, the Processing Fee and any charges for Premium Services, are exclusive of Taxes, customs, duties, fees or other amounts assessed or imposed by any governmental authority (other than Taxes imposed on Home Studio’s net income). You will pay or reimburse Home Studio for all such Taxes, customs, duties, fees or other amounts attributable to you immediately upon demand or provide certificates or other evidence of exemption.

 

 

7. INTERACTIONS BETWEEN HOSTS AND GUESTS, AND GUESTS AND THIRD-PARTY VENDORS

 

(a) Cancellations and Refunds

 

(i) CANCELLATIONS BY GUESTS

 

As a Guest, you may cancel any reserved Space before it is confirmed by the Host without further obligation. ** Once a Booking is confirmed by a Host, a Guest may cancel any booking within 48 hours without further obligation as long as that cancellation is also made more than 7 days in advance of the Booking start time.** If a Booking is made in this short-notice timeframe, or the cancellation is made more than 48 hours after it has been confirmed by the Host, then the following cancellation and refund rules apply to Guests:

 

CANCELLATION 7 DAYS OR FEWER BEFORE LICENSE PERIOD. Any Booking cancelled by a Guest seven (7) calendar days, or fewer, prior to the start of the license period is non-refundable and the Guest will be charged the entire License Charge in addition to the Processing Fee.

CANCELLATION BETWEEN 8 AND 29 DAYS PRIOR TO START OF LICENSE PERIOD. For any Booking cancelled by a Guest between eight (8) and twenty-nine (29) calendar days prior to the start of the license period, the Guest will be charged seventy-five percent (75%) of the License Charge in addition to the entire Processing Fee.

CANCELLATION BETWEEN 30 AND 89 DAYS PRIOR TO START OF LICENSE PERIOD. For any Booking cancelled by a Guest between thirty (30) and eighty-nine (89) calendar days prior to the start of the license period, the Guest will be charged fifty percent (50%) of the License Charge in addition to the entire Processing Fee.

CANCELLATION 90 DAYS OR MORE PRIOR TO START OF LICENSE PERIOD. For any Booking cancelled by a Guest ninety (90) days or more prior to the start of the license period, the Guest will be charged twenty-five percent (25%) of the License Charge in addition to the entire Processing Fee.

In the event a Guest cancels a Booking that, pursuant to this Section 7(a)(i), requires payment in the form of a refund to a Guest or Payout to a Host, Home Studio will keep the entire Transaction Amount until the day on which the cancelled license period was to begin at which time Home Studio will begin to process any applicable payments to the Guest and/or Host in accordance with its normal payment policy.
For all Guest-cancelled Bookings, the Host will be entitled to the License Charges paid to Home Studio as provided in this Section 7(a)(i) less the entire Service Fee payable to Home Studio provided, however, that in the event the Host is able to re-Book the Space for a license period falling on the same calendar day as that in the cancelled Booking, then the Host shall not receive any of said License Charges paid to Home Studio as provided in this Section 7(a)(i) and shall instead look to the new Booking exclusively for its compensation for the licensing of the Space.
Failure of a Guest to comply with the cancellation provisions of this Section 7(a) shall result in the Guest forfeiting his or her or its right to any refund and the Guest shall instead be liable for the full Transaction Amount including the License Charge.

 

(ii) CANCELLATIONS BY HOSTS

 

The cancellation of a confirmed Booking by a Host requires intensive logistical support and can impact the high standard of service by which Home Studio’s marketplace operates. As such, in the event of any cancellation of a confirmed Booking by a Host, Home Studio reserves the right to impose penalties on the Host’s account including publishing an automated review indicating a cancelled Booking, and suspending or terminating the Host’s account. A cancellation of a confirmed Booking by a Host must be made with at least 7 calendar days’ notice. Failure to comply with the preceding sentence will result in Home Studio charging the Host the applicable Service Fee and Processing Fee. In addition, if any Host cancels more than one Confirmed Booking, Home Studio may, in its sole discretion, withhold future Payouts to a Host to make up for any losses incurred as a result of Host’s initial cancellation. These losses may include but are not limited to, the additional costs required to complete a new Booking for a Guest that has been displaced by a Host’s cancellation.

 

(iii) CANCELLATIONS BY Home Studio.

 

In certain circumstances, Home Studio may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed Booking or to issue a refund to a Guest for part or all of the amounts charged to the Guest. This may be for extenuating circumstances, an emergency, or for any other reason. You hereby agree that Home Studio and the relevant Guest or Host will not have any liability for any such cancellation or refund made by Home Studio.

 

(iv) BOOKING RESCHEDULING

 

Guests may reschedule a Booking with the same Host and for the same use (a “Rescheduled Booking”) under the following conditions:

 

The Rescheduled Booking must be for the same duration as the original Booking. The Rescheduled Booking date and time is subject to Host approval. Without such Host approval, the Booking will be cancelled and will be subject to Section 7(a)(i) of this Agreement (“Cancellations by Guests”). The start of the License Period of the Rescheduled Booking must be within 90 days of the start of the license period in the original Booking. The original Booking can only be rescheduled one time (i.e. no Host-Confirmed Rescheduled Booking may be rescheduled), and any rescheduling of a Rescheduled Booking shall be considered a cancellation by the Guest and will be subject to Section 7(a)(i) of this Agreement (“Cancellations by Guests”). All Guests are subject to a Transfer Fee for all Rescheduled Bookings in the amount of 10% of the original Booking License Charge, payable to Home Studio.

 

(vi) GENERAL

 

Home Studio reserves the right to make adjustments to its cancellation and refund policy from time to time in accordance with the notice provisions for changes set out in this Agreement.

 

(b) Security Deposits

 

A Host may, at the Host’s discretion, choose to collect a security deposit from a Guest who reserves Spaces as set out in the relevant Space Details (“Security Deposit”). As a Guest, you are required to pay any Security Deposit required by a Host before you may use the applicable Space in accordance with the terms of the relevant Space Details. Such payments will be arranged directly between the Host and the Guest without being processed by Home Studio. As a Host, you must disclose any Security Deposit associated with a Space in the relevant Space Details. Except to the extent that the Host has incurred costs as a result of the Guest’s occupation of the Space to put the Space back into the condition it was in prior to being licensed to the Guest, or as otherwise set out in the relevant Space Details, the Host will refund in full the Security Deposit after the Guest’s license to use the Space has ended. Security Deposits for Home Studio Concierge Services as well as the applicable terms and conditions are vendor-specific and shall be provided at the time the request for Home Studio Concierge Services is made.

 

(c) Overtime

 

In the event a Guest occupies a Space, or causes a Space to be occupied by anyone or anything, or uses or causes to be used any Home Studio Concierge Services, in excess of the time specified in the applicable Booking, the Guest will be subject to additional charges as provided in this Section 7(c) (“Overtime Charges”). If a Guest has stayed beyond the time of his or her or its Booking, the Host must alert the Home Studio team via email at info@homestudiolist.com (3) calendar days of the end of the license period and relate the circumstances of the Booking and license period including the name of the Guest, any relevant and then-applicable Space Details, the date and time of the agreed-upon license period as well as the time by which the Guest overstayed the Booking. Failure by a Host to comply with the preceding sentence will result in the claim for Overtime Charges being forfeited. Overtime Charges for Home Studio Concierge Services as well as the applicable terms and conditions are vendor-specific and shall be provided at the time the Booking is made. Overtime Charges shall be applied at time-and-a-half (1.5 times) from a Host’s or third-party vendor’s hourly rate, pro-rated and billed in half-hour increments for time that falls outside of the agreed upon start and end time. All Overtime Charges shall be subject to the terms and conditions applicable to the other portion(s) of the Booking including all fees and costs. All claims for Overtime Charges shall be treated by us as a dispute pursuant to Section 7(f) of this Agreement, and we will review each such claim independently before collecting any Overtime Charge from a Guest.

 

(d) Damages

 

As a Guest, you are solely responsible for

 

(a) leaving each Space and any property provided in relation to any Home Studio Concierge Service in the condition it was provided to you;

(b) your own acts and omissions, and the acts and omissions of your guests and invitees, with respect to each Space you license and Home Studio Concierge Service you request;

(c) paying the Host and/or third party vendor in full to repair or replace any damage that occurred while you were licensing a Space and/or receiving any Home Studio Concierge Service.

As a Host, you must contact Home Studio within 3 calendar days at info@homestudiolist.com in the event of any alleged damages by a Guest and provide evidence (including, without limitation, a walkthrough report and photographs or video or other physical or documentary evidence) of such damages and reasonable estimates to repair or replace such damages. Third-party vendors of Home Studio Concierge Services will contact us separately concerning any damage to their property alleged to have resulted from a Guest. Home Studio will contact the Guest regarding the claimed damages and, as a Guest, you must respond to any such claim within 3 calendar days. In the event a claim is made, Home Studio reserves the right to hold any payments until all disputes are resolved. Home Studio reserves the right, without the obligation, to suspend or terminate any User’s ability to use the Services in the event the User fails to communicate in a timely manner regarding any damage to any Space or the property of any provider of Home Studio Concierge Services or provides any false or misleading information with respect to such damage. Home Studio has no obligation to any Host to make any deduction from any payment made by a Guest to Home Studio on account of any property damage, injury, or other liability resulting from or caused by the Guest or the Guest’s guests or invitees, or for any other reason.

 

(e) Inappropriate Conduct

 

If you, as a Host, permit a Guest to use a Space or, as a Guest, make use of a Host’s Space and thereby become aware that such other User has engaged in inappropriate or illegal behavior (such as committing an act of violence or theft), you must immediately report the User to the appropriate law enforcement authorities. In addition, you must notify Home Studio immediately at info@homestudiolist.com. Although Home Studio reserves the right to terminate the accounts of any such User, your notice will not obligate us to take any action beyond that required by law or otherwise cause us to incur any liability to you, any other User, or any third party.

 

(f) Dispute

 

If a dispute arises between a Host and a Guest following the confirmation of a Space reservation, which dispute the claiming party would like Home Studio to investigate, the claiming party must notify Home Studio at info@homestudiolist.com within 3 calendar days of the alleged disputed incident and detail the circumstances of such disputed incident and provide all available documentation including, without limitation, a walkthrough report and photographs or video or other physical or documentary evidence concerning the dispute. Any disputes submitted after the 3-day period will be deemed outside Home Studio’s statute of limitations and no action will be taken. Disputes submitted within 3 calendar days of incident will be reviewed by Home Studio. Home Studio will independently contact the Host and Guest to investigate the dispute. If warranted, Home Studio will mediate the dispute and make best reasonable efforts to resolve the matter quickly and amicably.

 

(g) Disclaimer and Release of Liability

 

All interactions between you and any other User and or provider of Home Studio Concierge Services are at your sole risk. Your use of the Services and your contact, interaction, or dealings with any third parties arising out of your use of the Services is solely at your own risk. Home Studio is not responsible for, and will not be held liable for, the acts, errors, omissions, representations, warranties, breaches, or negligence of any Host or Guest or third party vendor providing Home Studio Concierge Services for any personal injuries, death, property damage, loss, theft, or other damages or expenses resulting therefrom. Because the Services are merely a platform, in the event that you have a dispute with any Users or third party vendors of Home Studio Concierge Services, for which the Home Studio Parties are not liable, you release the Home Studio Parties from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

 

9. USE OF THE SERVICES

 

You are solely responsible for your conduct in connection with the Services. You will not do, and will not allow or authorize any third party to do, any of the following:

 

(a) violate any Applicable Laws, contract, intellectual property, or other third-party right, or commit a tort in connection with the Services;

(b) collect or store any personally identifiable information about another User except in connection with your use of the Services or as otherwise agreed by the User;

(c) add a Space that you do not own or have permission to license both as a workplace and as more particularly set out in the Space Details, including, without limitation, permission from your landlord, any superior landlords and the landowner/freeholder of the Space, where you are not the person solely authorized to grant rights in respect of the Space;

(d) add a Space for any third party;

(e) add a Space that is subject to the terms of an agreement with any third party, including but not limited to a lease, sublease, or rental agreement, which contains restrictions on sub-letting and/or the grant of any lease and/or the grant of any license and/or other rights, except where you have obtained all applicable permissions in writing in accordance with sub-clause (c) above;

(f) add a Space with false or misleading information, including a price that you do not intend to honor;

(g) contact a User for any purpose other than communicating regarding a Space or the User’s use of the Services;

(h) recruit or otherwise solicit any User to join third party services, websites, or Applications that compete with the Services or Home Studio, without Home Studio’s explicit prior written consent;

(i) impersonate any third party or falsify or misrepresent yourself or your affiliate with any third party;

(j) use the Applications or the Services to find a Host or Guest, as applicable, and arrange use of the Space independent of the Home Studio or otherwise circumvent your obligation to pay Home Studio for our Services;

(k) use the Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any illegal activity or other activity that violates this Agreement;

(l) store, transport or otherwise possess any hazardous material in any Space;

(m) use automated scripts to collect information or otherwise interact with the Applications or Services;

(n) as a Host, refuse to offer a price equal to or less than that offered outside the Applications for the same Space and/or amenities;

(o) provide use of a Host’s Space at a negotiated reduced cost or for free in exchange for in-kind value, promotional publicity, trade, or barter offered by a Guest.

The User is on notice that these prohibitions are in addition to the prohibited conduct set forth in the Applications Terms of Use. Your use of the Services is at your own risk. Except as expressly otherwise set forth in this Agreement, Home Studio is not responsible or liable for the conduct of, or your interactions with, any other Users (whether online or offline) or for any associated loss, damage, injury, or harm. USE OF THE APPLICATIONS THAT IS INCONSISTENT WITH YOUR OBLIGATIONS UNDER THIS AGREEMENT SHALL RESULT IN IMMEDIATE SUSPENSION OR TERMINATION OF YOUR ACCOUNT AND MAY ALSO RESULT IN LEGAL ACTION.

 

10. INTELLECTUAL PROPERTY RIGHTS

 

(a) The Services

 

As between you and Home Studio, Home Studio owns all right, title, and interest in and to the Services. No license or other right in or to any Intellectual Property Rights in the Home Studio Platform or Services is transferred to you by virtue of this Agreement. You must not infringe, misappropriate, or violate any Intellectual Property Rights of Home Studio.

 

(b) User Information and Content

 

Between Home Studio and you, you own all User Content made available to Home Studio in connection with your use of the Services. You hereby grant to Home Studio a worldwide royalty free license to use such User Content as reasonably required in order to facilitate the provision of the Services.

 

(c) Use of Name; Press Releases

 

You hereby grant to Home Studio a nonexclusive, royalty-free license to reproduce, display, publish and otherwise use your name, trademark or logo, and descriptions of our Services performed for you in any medium and in any forum as reasonably required to promote the Services, including but not limited to third-party websites, for our marketing and promotional purposes and to use your information as otherwise authorized by our Privacy Policy set out at www.homestudiolist.com/terms. You may not issue any press release or otherwise communicate directly with the media regarding this Agreement or the Services without Home Studio’s prior written consent.

 

11. DISCLAIMERS/MODIFICATION OR DISCONTINUANCE OF THE SERVICES

 

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY BY Home Studio IN WRITING, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OR CONDITION OF ANY KIND. Home Studio HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO ANY Home Studio MARKS, THIRD PARTY TRADEMARKS, THE SERVICES, AND THE MATERIALS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

 

Our liability as stated in section 12 below shall remain unaffected hereby.

 

Home Studio reserves the right to modify or discontinue (whether temporarily or permanently) any or all of the Services without prior notice, and hereby disclaims all liability for any such modification, suspension, or discontinuance. Bookings concluded before a modification, suspension or discontinuance of the Services shall not be affected hereby.

 

12. LIMITATION OF LIABILITY

 

NOTHING IN THIS SECTION IS INTENDED TO LIMIT ANY LIABILITY WHICH MAY NOT BE LIMITED BY APPLICABLE LAW. SUBJECT TO THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE Home Studio PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE SERVICES, EVEN IF ANY OF THE Home Studio PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL, AGGREGATE LIABILITY OF THE Home Studio PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED YOUR REASONABLE AND FORESEEABLE DAMAGES, OR THE AMOUNT (IF ANY) YOU PAID TO ACCESS OR USE THE SERVICES. PLEASE BE AWARE THAT EXCEPT WHERE MANDATED TO THE CONTRARY BY APPLICABLE LAW, THE LIMITATIONS ON LIABILITY SET OUT IN THIS CLAUSE WILL APPLY TO YOU IN FULL. IF YOU ARE DISSATISFIED WITH ANY PART OF THE SERVICES OR WITH ANY TERMS OR CONDITIONS OF THIS AGREEMENT, YOU SHOULD TO STOP USING THE SERVICES.

 

13. INDEMNIFICATION

 

You will defend, indemnify, and hold harmless the Home Studio Parties from and against any and all third-party claims, damages of any kind, and liabilities, (including resulting costs and expenses such as reasonable attorneys’ fees) arising out of any of the following:

 

(a) your access to, use of, or conduct in connection with the Services;

(b) your interaction with any User or provider of Home Studio Concierge Services;

(c) your agreement with any Host or Guest or third-party vendor of Home Studio Concierge Services;

(d) your addition of any Space;

(e) the use, condition, or licensing of any Space or reservation or use of any Home Studio Concierge Service, including any injuries, losses, damages (compensatory, direct, incidental, consequential, or otherwise) arising in connection with or as a result of a reservation, license, or use of a Space or Home Studio Concierge Service;

(f) your violation of this Agreement; or

(g) your violation of the rights of another.

14. DISPUTE RESOLUTION

 

PLEASE READ THE FOLLOWING PROVISIONS CAREFULLY BECAUSE IT REQUIRES YOU AND Home Studio TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF. You and Home Studio agree to arbitrate any dispute, claim, or controversy arising from or related to this Agreement or the Services, except that neither you nor Home Studio is required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU AND Home Studio FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Home Studio agree as follows:

 

(a) you will each notify each other of any dispute within 30 days of when it arises and attempt informal resolution before any demand for arbitration;

(b) any arbitration will occur in San Francisco, California, U.S.A.; and

(c) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS (or its successor). The language of all proceedings and filings will be English. Except as expressly provided herein, the arbitrator has the authority to grant any remedy that would otherwise be available in court. The arbitrator will render a written opinion including findings of fact and law, and the award and determination of the arbitrator will be binding upon the parties and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The parties will equally share the expenses of the arbitration parties unless the arbitrator determines to apportion fees and expenses differently. To the fullest extent permitted by applicable law, Whether the dispute is heard in arbitration or in court, NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT WILL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE APPLICATIONS, AND NEITHER YOU NOR Home Studio will commence against the other a class action, class ARBITRATION, or other representative action or proceeding.

You can choose to reject this agreement to arbitrate (“opt out”) by sending Home Studio a written opt-out notice (the “Opt-Out Notice”) to info@homestudiolist.com within 30 days after the date you accept this Agreement for the first time. The Opt-Out Notice must state that you do not agree to this agreement to arbitrate and must include your name, address, phone number, and email address. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt-out of this agreement to arbitrate. If you opt-out of this agreement to arbitrate, all other parts of this Agreement will continue to apply.

 

15. VENUE; GOVERNING LAW

 

The state and federal courts located in San Francisco County, California, U.S.A. will have exclusive jurisdiction over any suit in connection with the Services or this Agreement that is not subject to arbitration, and you and Home Studio hereby irrevocably and unconditionally permission and submit to the exclusive jurisdiction of such courts. This Agreement and your use of the Services will be governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions.

 

16. TERMINATION

 

Any use of the Services that is inconsistent with your obligations under this Agreement, especially those in section 9, may result I Home Studio suspending or terminating your license to use the Services without notice and to block or prevent your future access to and use of the Services. Bookings concluded before such suspension or termination shall not be affected hereby. Home Studio reserves the right, but does not undertake any duty, to take appropriate legal action including the pursuit of civil, criminal, or injunctive redress against you for continuing to use the Services during suspension or after termination, and to take recourse against you to recover Home Studio’s reasonable legal fees and court costs for such actions. Even while your right to use and access to the Services is suspended and after it is terminated, this Agreement will remain enforceable against you.

 

17. MISCELLANEOUS

 

You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Home Studio may freely transfer or assign all or part of this Agreement without restriction and at our discretion. Enforcement of this Agreement is solely at Home Studio’s discretion, and failure to enforce any part of this Agreement in some instances does not constitute a waiver of our right to enforce the same or other part of this Agreement in other instances. As used in this Agreement, “including” means “including (without limitation).” The section headings of this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement. If any provision of this Agreement is or becomes unlawful, void, or otherwise unenforceable (including the warranty disclaimers and liability limitations set forth above), then the remaining provisions of this Agreement will continue in full force and effect. This Agreement is enforceable only by and between you and Home Studio; except as otherwise expressly set forth herein, there will be no third party beneficiaries to this Agreement.