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CrashPad, Inc. Terms of Service

Last Updated:  May 22, 2017

CrashPad, Inc. and its affiliates ("CrashPad", "we", "us" or "our") are offering you ("you" or "your") access to our Website, Application and Overnight Services. The "Overnight Services" consist of an online platform that allows a guest to connect with a host who has accommodations to temporarily rent such accommodations. Our Overnight Services are accessible at joinovernight.com or any other website we make available to you ("Website") and via an application for a mobile device ("Application") for your use subject to these Terms of Service ("Terms"). Please make sure that you read and understand these Terms before you use any of our Overnight Services, the Website or Application or make use of any information, graphics or other materials made available on or through the Overnight Services, Website or Application ("Content").

Definitions:

Accommodation: any residence or configuration therein listed by a Host on the Application, Website or Services

Booking: a limited license granted by the Host to the Guest to enter and use the Listing for the duration of the confirmed booking

Communication: email, chat message via the Application, phone call or otherwise

Content: text, graphics, images, information and other materials on the Application, Website, or Services

Guest: any member who makes a Booking request to a Host via the Application, Website, or Services

Host: any member who creates a Listing via the Application, Website, or Services

Listing: any accommodation available for a Booking that a Host publishes to the Application, Website, or Services

Member: any person that completes the Overnight registration process and accesses the Application, Website, or Services

1. Accepting these Terms and Conditions

a. By clicking the "Accept" or similar button, creating an account, downloading our Application, accessing the Website or otherwise using our Overnight Services, you accept, without limitation or qualification, these Terms. These Terms constitute a binding contract between you and CrashPad.

b. We may, at any time, modify these Terms by revising them. If we revise the Terms, we will post revised Terms on the Website, the Application or through the Overnight Services. Your continued use of the Website, Application or Overnight Services constitutes your acceptance of any such revisions. If you do not agree to the new Terms, you must stop using the Website, Application and Overnight Services.

c. Our Privacy Policy and Copyright Policy are incorporated and made part of these Terms. You hereby agree to our Privacy Policy and Copyright Policy. Portions of the Website, Application or Overnight Services may be governed by posted guidelines, rules or other terms and conditions. All such guidelines, rules and terms and conditions are hereby incorporated by reference into these Terms. In the event of a conflict between these Terms and such other guidelines, rules and terms and conditions, these Terms shall control. Notwithstanding the foregoing, CrashPad's Privacy Policy supersedes any conflicting terms in these Terms and/or any other guidelines, rules and terms and conditions with respect to the subject matter covered by the Privacy Policy.

d. If you do not agree and accept, without limitation or qualification, these Terms, do not create an account or use the Website, Application or Overnight Services. These Terms constitute the entire agreement between you and CrashPad and govern your use of the Website, Application and Overnight Services, and supersede any and all prior agreements, written or oral, between you and CrashPad regarding the Website, Application and Overnight Services (including, without limitation, any prior versions of these Terms). You may not modify these Terms except in a writing signed by us.

e. You may also be subject to additional terms and conditions that may apply when you use third-party content, third-party software or third-party Overnight Services.

2. Eligibility to Use the CrashPad Overnight Services, Website and Application

To be eligible to use the Website, Application or Overnight Services, you must, and you represent and warrant that you do, meet the following criteria: (i) are 18 years of age or older; (ii) are not currently restricted from or otherwise prohibited from using the Website, Application or Overnight Services, (iii) are not a competitor of or using the Website, Application or Overnight Services for reasons that are in competition with CrashPad; (iv) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party; (v) will not violate any rights of CrashPad, including intellectual property rights such as copyright or trademark rights; and (vi) agree to provide at your cost all equipment (including mobile devices), software, and internet access necessary to use the Overnight Services, Website and Application.

3. How the Overnight Services Work

The Overnight Services consist of a platform that allows a guest to connect with a host who has accommodations and to allow the guest to temporarily rent such accommodations. All hosts must register via the Application or Website in order to provide listings for their accommodations or to otherwise use the Application. All guests must register via the Application or Website to book accommodations, communicate with hosts, or to otherwise use the Application.

4. Accounts

a. Creating an Account. In order to access the Overnight Services, certain areas of the Website or the Application or to create a listing, or book an accommodation, you will need to create an account ("CrashPad Account"). To open an account, you must register using your Facebook account ("Third Party Account"). You must provide us with true, current, complete and accurate information as prompted by the applicable registration form, and you will maintain and promptly update such information to keep it true, current, complete and accurate. You grant CrashPad the right to independently verify any information that you provide through the Overnight Services about yourself (including, without limitation your Third Party Account information, your government issued identification, your phone number or credit card number), although CrashPad does not routinely undertake any verification. By providing your Third Party Account information you grant us the right to link your Third Party Account with your CrashPad Account and the right to access your Third Party Account. You represent and warrant that you have the right to allow CrashPad to use your Third Party Account information and to access your Third Party Account. You are solely responsible for ensuring that the terms of the Third Party Account provider permit such access and use. By granting us access to your Third Party Account, we may access, store and use content or personal information available through your Third Party Account.

b. Activities under Your Account. You are responsible for maintaining the confidentiality of any password(s) you use to access the Overnight Services, including your CrashPad Account and Third Party Account, and you are fully responsible for all activities that occur under your password(s) and your account. You agree to notify CrashPad immediately of any unauthorized use of your account or any other breach of security. CrashPad will not be liable for any loss that you may incur as a result of someone else using your password or account. Notwithstanding such notice, you could be held liable for losses incurred by CrashPad or another party due to someone else using your account or password. . Unless expressly authorized by a specific feature on the Application, you are not permitted to share your CrashPad Account with anyone or allow others to access or use your CrashPad Account. CrashPad may enable features that allow other users to take certain actions associated with your CrashPad Account, on your behalf with your express authorization, such as having your assistant, travel agent, or employer book on your behalf, or a property manager you have expressly authorized to manage your listing. You may not create more than one CrashPad Account. CrashPad reserves the right to suspend, terminate or limit your Account and your access to the Website, Application and Overnight Services if you create more than one CrashPad Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service.

5. Privacy

You consent to the collection, processing and storage by CrashPad of your personal information in accordance with the terms of CrashPad's Privacy Policy, which is available at http://app.joinovernight.com/privacy. You agree to comply with all applicable laws and regulations, and the terms of CrashPad's Privacy Policy, with respect to any access, use and/or submission by you of any personal information in connection with the Website, Application or Overnight Services.

6. Use of the Overnight Services

a. Use of the Overnight Services. CrashPad grants you a limited, revocable, non-exclusive, nonassignable, nonsublicensable license and right to access and use the Website, Application and Overnight Services through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of CrashPad), view information and use the Overnight Services that we provide in accordance with these Terms. Any other use of the Overnight Services is strictly prohibited. We reserve all rights not expressly granted in these Terms, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Overnight Services, the Website, Application and all related items.

b. Applicable Laws and this Agreement. You agree to comply with all applicable laws, ordinances and regulations ("Laws") and these Terms. You are solely responsible for determining and complying with the Laws applicable to renting your accommodation. In the event that a Host is contacted by a City Official (including but not limited to the Planning Department, Short-Term Rental Office, or otherwise), any and all information pertaining to the host’s listing will be available within the “Hosting Center” in the Application.

c. Promotions. You agree to receive newsletters, promotional materials, and other communications and materials relating to CrashPad, the Website, Application or the Overnight Services.

d. Changes to the Overnight Services. The Overnight Services, Website and Application are constantly evolving and changing. As a result, the Overnight Services, Website or Application may change at any time and without prior notice. CrashPad retains the right to, among other things, add, change, update, discontinue, suspend or limit the Overnight Services, Website or Application at any time at CrashPad's sole discretion. CrashPad may also terminate or suspend any account or delete any account at any time, with or without notice.

e. Indemnification. You agree to release, indemnify, defend and hold harmless CrashPad and its affiliates, and their respective officers, employees, users, licensors and partners, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, relating to or arising out of your access to or use of the (i) Overnight Services, Website, and Application (including any use by your employees or agents), (ii) your breach of these Terms or any activity related to your account (including negligent or wrongful conduct) by you or anybody using your account, (iii) your interaction with any other user of the Overnight Services, Website or Application, (iv) your content; and (v) your use of or rental of an accommodation, including without limitation any loss, damage, or injury arising out of or related thereto.

f. Verification. We may take certain measures to verify a listing, guest or a host, but that does not mean that we are guaranteeing, certifying or endorsing the listing, guest or host. You are solely responsible for determining whether a listing, guest or host is safe or suitable. As a host, you are responsible for requesting that a potential guest complete all verification measures before accepting a booking request, should that help you to make a better informed decision about whether or not a guest is suitable.

7. User Content; Listings

a. User content. CrashPad makes no claim to ownership of any communication, material, pictures of listings, or other information or content that you provide to us ("User Content"). However, CrashPad shall be free to use or disseminate any User Content on an unrestricted basis for any purpose, and you hereby grant CrashPad an irrevocable, perpetual, worldwide, transferable, royalty-free, fully paid up, nonexclusive license, with the right to grant and authorize sublicenses, to use, reproduce, modify, distribute, create derivative works and otherwise exploit such User Content (including in digital form). You represent and warrant that you have all the rights necessary to allow CrashPad and third-party providers to use your User Content as set forth in this Agreement and transfer any User Content that you may provide to us anywhere in the world.

b. Listings. As a CrashPad user, you may create a listing. To create a listing, you will be asked to provide certain information about the space to be listed, including, but not limited to, the location, description, availability, and price. In order for your listing to be displayed on the Website or Application, the listing must have a valid, accurate and complete physical address. Listings with false or misrepresented addresses will be flagged and removed at our discretion, with or without notice. CrashPad will not accommodate requests to intentionally misrepresent a listing address. The listing images provided must accurately reflect the room(s) available and the condition thereof, and reasonable effort must be made to provide guests with clean accommodations. Disputes between guests and hosts that arise as a result of the cleanliness, quality, or misrepresentation of a listing will be handled on a case-by-case basis, at our discretion. CrashPad does not control the content contained in listings, or the condition or legality of them. CrashPad reserves the right to remove or modify any listing or image that does not meet these conditions, or at our discretion. Bookings will be made and accepted at the user’s own risk.

8. CrashPad Intellectual Property

a. All materials available through the Website, Application or Overnight Services, including but not limited to derivative works based on User Content, and not provided by users of the Overnight Services are the property of CrashPad, affiliated companies and/or third-party licensors, and are protected by copyrights, trademarks and other intellectual property rights. All trademarks, service marks, and trade names are proprietary to CrashPad, or affiliated companies and/or third-party licensors.

b. Except as allowed in writing by CrashPad, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software CrashPad discloses to you. You must not remove, alter or obscure any copyright, patent, trademark or other proprietary or restrictive notice or legend contained or included in any part of the Website, Application or Overnight Services, and you agree to reproduce and copy all such notices and legends on all copies of any part of the Application, Website or Overnight Services that you are allowed to make under these Terms, if any. Any rights not expressly granted in these Terms are reserved.

c. The Overnight Services, Application and Website that CrashPad provides are in no way to be used by its members for infringement of any intellectual property rights of CrashPad itself, its users, and other third-parties. You may not download, copy, reproduce, or use in any other way Content provided on CrashPad without the written consent of CrashPad or the party who possesses ownership rights over the Content.

9. Financial Terms

a. Accommodation Fees. Each host will determine the fees that a guest will pay in exchange for the guest's use of the accommodation ("Accommodation Fees"). The Accommodation Fees may include applicable taxes, cleaning fees or other fees as determined by the host. CrashPad does not make any determinations about the Accommodation Fees.

b. Service Fees. CrashPad charges service fees for the use of the Overnight Services. The "Guest Fee" is a maximum of 15% fee that CrashPad charges to the Guest on top of the Accommodation Fee (the listing price) for the Guest's use of the Overnight Services to book an accommodation. For example, if the listing price is $100, the guest would pay $115. The "Host Fee" is a percentage of the listing price that CrashPad charges to the host for listing and booking an accommodation using the Overnight Services. The Host Fee is 5%. For example, if the Accommodation Fee is $100, CrashPad will pay the host $95.

c. Payments. After the host confirms the applicable booking, we will collect from the guest, the Accommodation Fee and the Guest Fee. We will initiate the payment to the host of the Accommodation Fee minus the Host Fee and any taxes within 24 hours of the date of the guest's arrival at the accommodation, notwithstanding any holds placed on funds due to disputes, refunds, etc. All fees are processed through Stripe and may be subject to additional transaction fees. All payment information is collected by Stripe. Please refer to Stripe's privacy policy for information about what data Stripe collects and how Stripe uses your information. As the host, you hereby authorize us and Stripe to collect payments on your behalf from the guest, subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement").

d. As the guest, you hereby authorize us and Stripe to collect payments from you for booking accommodations through the Service. CrashPad will only remit to the host Accommodations Fees that are actually received by CrashPad from the guest. All payments and fees will be listed and collected in United States dollars.

10. Booking Accommodations; Cancellation Fees; Refunds; Damages and Repairs; and Disputes

a. Booking Accommodations. You agree that the terms related to booking and using accommodations are between the host and the guest. CrashPad simply provides a mechanism for allowing a host and a guest to rent and book an accommodation and is not party to any agreement made.

b. Cancellation Fees and Refunds. Subject to a $15 cancellation fee ("Cancellation Fee"), the guest may cancel a booking within 60 minutes of the confirmation of the booking by CrashPad, and CrashPad will refund the full price of the Accommodation Fee and the Guest Fee, minus the Cancellation Fee, if the booking is cancelled within such 60 minute period. CrashPad will not provide any refunds for cancellations beyond such 60 minute period even if the guest does not end up using the accommodation, or if the host fails to make the accommodation available to the guest. Guest Fees and Host Fees charged by CrashPad are not refundable unless otherwise agreed to by us. Please refer to our Cancellation Policy for additional information.

c. Damages and Repairs. You are solely responsible for the cost of repair or for any damage to the property of a host or guest arising out of your use of the Services. If we receive a complaint from a host or a guest that your use of the Services resulted in damage to the property of a host or a guest and we verify the damage in our discretion, you hereby authorize us to deduct the cost of such damage or repair from your payment method in your Crashpad Account and to transfer such amount directly to the party who incurred the damage. At our discretion and as determined on a case-by-case basis, CrashPad may agree to cover certain losses or damages incurred by eligible hosts under the Overnight Host Guarantee. Please refer to the Host Guarantee for additional information.

d. Disputes and Resolutions. The host is responsible for honoring the confirmed booking and making the accommodation available to the guest. The guest is subject to the terms and conditions for the accommodation and for the booking of the accommodation imposed by the host. CrashPad is not a party to the agreement between the host and the guest for the accommodation. CrashPad will not be liable for any booking arrangements made outside of the Application, nor will CrashPad agree to mediate any dispute that arises as a result of those arrangements. This includes, but is not limited to bookings, complete or incomplete, that do not take place on the agreed upon booking dates on the Application. You may contact CrashPad in the case of any disputes between a host and a guest and we will use our discretion in determining our degree of involvement in resolving the dispute.

11. Taxes

Tax regulations may require CrashPad to obtain appropriate tax information from hosts, withhold taxes from payouts to hosts, or both. As a host, you understand and agree that you are solely responsible for determining your applicable tax reporting requirements, and the taxes that should be included, and for including taxes to be collected or obligations relating to applicable taxes in Listings. You are also solely responsible for remitting to the relevant authority any taxes included or received by you. CrashPad cannot and does not offer tax-related advice to any users.

12. Third Party Links; Third Party Service Providers

a. Linked Sites. CrashPad may provide links to third-party websites or other resources ("Linked Sites"). CrashPad has no control over such Linked Sites, and is not responsible for the operation of any Linked Site. CrashPad offers these links as a convenience only, and the availability of any Linked Site is not an endorsement of the content, or any products or services available on such sites, or an endorsement of any Linked Site's owners, or its providers. You acknowledge and agree that you access these Linked Sites at your own risk. Any interactions or business dealings with advertisers or third parties other than CrashPad found on or through our Website, Application and Overnight Services are solely between you and such advertiser or other third party. Without limiting the foregoing, CrashPad will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such Linked Website.

b. Third Party Service Providers. These Terms are between you and CrashPad only. We use certain third parties to provide the Overnight Services, such as Stripe for the provision and collection of payments. These third parties have no warranty, maintenance, support or other service obligations with regard to our Overnight Services. These third parties also have their own terms and conditions which are applicable to their services. You should review the privacy policies and terms of use of such third party service providers before using the Overnight Services.

13. Prohibited Uses

You agree that you will not use the Website, Application or Overnight Services to:

· pretend to be CrashPad or someone else, spoof CrashPad or someone else's identity, or misrepresent your affiliation with a person or entity;

· transmit spam, bulk or unsolicited communications;

· forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any content transmitted through the Website, Application or Overnight Services;

· collect or store personal data about other users unless specifically authorized by such users;

· harvest or collect email addresses or other contact information of other users from the Overnight Services, Website or Application by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

· solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;

· register for more than one CrashPad Account, register for a CrashPad Account on behalf of another individual or on behalf of any group or entity unless expressly authorized, and agreed to by CrashPad.

· upload, post, email, transmit or otherwise make available any content that: (a) is inaccurate, unlawful, threatening, abusive, harassing, obscene, invasive of another's privacy, hateful, or objectionable to CrashPad or other users of the Overnight Services, Website or Application; (b) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or violates or infringes anyone's intellectual property or other rights;

· offer any accommodation that you do not own or have the right to offer for use by a third party;

· impersonate any person or entity, or provide false information to CrashPad or to another party;

· attempt to circumvent or impair any technological measures implemented by CrashPad to protect the Website, Application or Overnight Services;

· use the Website, Application or Overnight Services to find a guest or host and contract directly with the guest or host (via Venmo, PayPal, cash payment, etc.) in order to avoid the Guest Fee and Host Fee;

· redirect a guest or host to any other accommodations booking platform;

· use, display, mirror or frame the Website, Application, Overnight Services or Content, CrashPad's name, trademarks or logos, without CrashPad's written consent;

· attempt to reverse engineer, decompile, disassemble or decipher any of the software used to provide the Overnight Services, Website, or Application; or

· assist or encourage any third party to do any of the foregoing.

14. SUBMISSIONS

You agree that CrashPad can use and freely exploit any information, feedback, questions, comments or the like that you provide to CrashPad in connection with the Overnight Services, Website and Application ("Submissions") on a non-confidential and non-proprietary basis and the Submissions will become and remain the property of CrashPad. No compensation will be paid with respect to the use of any Submissions that you provide to CrashPad. CrashPad is under no obligation to post or use any of your content or Submissions and may remove any content or information at any time in its sole discretion.

15. DISCLAIMERS

a. YOUR ACCESS TO, USE OF AND RELIANCE ON THE WEBSITE, APPLICATION OR OVERNIGHT SERVICES IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE OVERNIGHT SERVICES, WEBSITE AND APPLICATION ARE PROVIDED "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS". TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, CRASHPAD DISCLAIMS all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

b. CRASHPAD DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR (1) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE THROUGH THE OVERNIGHT SERVICES, WEBSITE OR APPLICATION BY ANY PARTY, OR (2) ANY CONTENT PROVIDED ON OR CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM LINKED WEBSITES.

c. Some jurisdictions do not allow disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimer may not apply.

d. CRASHPAD DOES NOT PERFORM BACKGROUND CHECKS ON HOSTS OR GUESTS OR ANY OTHER USERS OF THE OVERNIGHT SERVICES, APPLICATION OR WEBSITE. CRASHPAD MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY OF THE ACCOMMODATION OR THE OVERNIGHT SERVICES, OR THE TRUTHFULNESS OR ACCURACY OF ANY INFORMATION PROVIDED ON OR THROUGH THE OVERNIGHT SERVICES, WEBSITE OR APPLICATION BY ANY USER, INCLUDING WITHOUT LIMITATION, ANY GUEST OR HOST.

e. YOUR ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH THE OTHER USERS OF THE WEBSITE, APPLICATION AND OVERNIGHT SERVICES.

16. LIMITATION OF LIABILITY

a. CRASHPAD SHALL NOT BE LIABLE FOR ANY ACCESS TO, USE OF OR RELIANCE ON THE OVERNIGHT SERVICES, APPLICATION OR WEBSITE BY YOU OR ANYONE ELSE, OR FOR ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS, DISPUTES OR RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT OF OR RELATED TO CRASHPAD OR CONTENT OR SERVICES ACCESSED THROUGH THE WEBSITE, APPLICATION OR OVERNIGHT SERVICES.

b. YOUR USE OF THE OVERNIGHT SERVICES, APPLICATION AND WEBSITE AND ANY RELATED PRODUCTS IS AT YOUR OWN RISK. NEITHER CRASHPAD, NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS OR DIRECTORS, NOR ANY OF ITS AGENTS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE OVERNIGHT SERVICES, WEBSITE OR APPLICATION OR ANY RELATED CONTENT OR PRODUCTS, ARE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY, DAMAGE TO PROPERTY, INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE APPLICATION, WEBSITE OR OVERNIGHT SERVICES WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. Notwithstanding the foregoing, we may in our sole and absolute discretion, choose to pay the host for damage to certain host property caused by a guest who books an accommodation with a host using the Services.

c. EXCEPT FOR CRASHPAD'S OBLIGATIONS TO PAY AMOUNTS TO THE APPLICABLE HOST PURSUANT TO THESE TERMS, CRASHPAD'S AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS PARTNERS AND LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING OUT OF OR RELATING TO THE OVERNIGHT SERVICES, WEBSITE OR APPLICATION IS LIMITED TO $100.

d. To the extent any jurisdiction does not allow the exclusion or limitation of direct, incidental or consequential damages, portions of the above limitations or exclusions may not apply.

17. Copyright Infringement

If you are a copyright holder and you have reason to believe that your copyright has been infringed upon, review our Copyright Policy.

18. Termination

a. These Terms will continue until terminated. You may terminate these Terms at any time and for any reason by deactivating your account and discontinuing your use of the Overnight Services, Application and Website. CrashPad may also terminate or suspend your account or your use of the Overnight Services, Website or Application at any time and for any reason with or without notice and without liability, including if we reasonably believe that you have violated these Terms, you have created any risks to CrashPad or other users or if we have decided to stop providing the Overnight Services, Website or Application. After termination, you will continue to honor any bookings you have made through the Overnight Services, Website or Application prior to the date of termination. All bookings that are pending at the time of termination will be terminated.

b. If your account is terminated or you delete any User Content, CrashPad will make reasonable efforts to make such User Content inaccessible. However, you acknowledge and agree that any such User Content may be retained in caches or backups and that copies of or references to your User Content may persist indefinitely due to the nature of the Overnight Services and the internet.

19. Applicable Law

a. These Terms are governed by the laws of the State of California without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Overnight Services, Website or application will be brought solely in and you agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Santa Clara, California, U.S.A. and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

b. The Overnight Services, Website and Application are available to users globally. If you are located outside the U.S., you (i) acknowledge and agree that these Terms are only being offered in English, and that in the event of any translation of this Agreement, the English version shall govern; (ii) consent to the transfer, storage and processing of your information, including any User Content or personal information, in and to the U.S. and/or other countries; and (iii) acknowledge and agree that Overnight Services, Website or Application may be subject to the U.S. export laws and the export or import laws of other countries, and you agree to comply strictly with all such laws and, in particular, shall: (1) obtain any export, reexport, or import authorizations required by U.S. or your local laws; (2) not use Overnight Services, Website or Application CrashPad to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (3) you understand that U.S. export control laws prohibit the export of certain technical data and software to certain territories, and that no software available from the Overnight Services, Application or Website may be downloaded or exported: into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the U.S. has embargoed goods; or anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders.

20. General Terms

a. You must not assign or otherwise transfer the Terms or any right granted hereunder.

b. You agree that any material breach of the Terms will result in irreparable harm to CrashPad for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, CrashPad will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if CrashPad seeks such an injunction.

c. Rights and obligations under the Terms which by their nature should survive, including without limitation Sections 1,6.e, 7, 8, 9, 10, 12, 13, 14, 15, 18 and 19 will remain in full effect after termination or expiration of the Terms.

d. Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.

e. CrashPad reserves the right at all times to disclose any information as CrashPad deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in CrashPad's sole discretion.

f. You agree that CrashPad may provide notice to you via email, regular mail, or posting notices or links to notices on our Website, the Application or through the Overnight Services.

g. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.