Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.

IMPORTANT NOTICE: PRIVATE HOME AND COMMERCIAL HOTEL HOSTS SHOULD UNDERSTAND HOW THE LAWS WORK IN THEIR RESPECTIVE CITIES. SOME CITIES HAVE LAWS THAT RESTRICT PRIVATE HOME OWNERS ABILITY TO HOST PAYING GUESTS FOR SHORT PERIODS. THESE LAWS ARE OFTEN PART OF A CITY’S ZONING OR ADMINISTRATIVE CODES. IN MANY CITIES, HOSTS MUST REGISTER, GET A PERMIT, OR OBTAIN A LICENSE BEFORE LISTING A PROPERTY OR ACCEPTING GUESTS. CERTAIN TYPES OF SHORT-TERM BOOKINGS MAY BE PROHIBITED ALTOGETHER. LOCAL GOVERNMENTS VARY GREATLY IN HOW THEY ENFORCE THESE LAWS. PENALTIES MAY INCLUDE FINES OR OTHER ENFORCEMENT. HOSTS SHOULD REVIEW LOCAL LAWS BEFORE LISTING A SPACE ON KEYS.ME AND ASIAROOM.COM.

 

1.     Key Terms

KEYS.ME, LLC operates KEYS.ME and ASIAROOM.COM. 

KEYS.ME, LLC provides an online platform that connects hosts who have accommodations to list and book with guests seeking to book such accommodations (collectively, the “Services “), which Services are accessible at Keys.me and AsiaRoom.com websites through which KEYS.ME, LLC makes the Services available (collectively, the “Site“) and as applications for mobile, tablet and other smart devices and application program interfaces (collectively, the “Application“).

 Accommodation” means residential (PRIVATE HOMES) and commercial properties.

KEYS.ME, LLC Content” means all Content that KEYS.ME, LLC makes available through the Site, Application, Services, or its related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Member Content.

Booking” means a limited license granted by the Host to the Guest to enter and use the Listing for the limited duration of the confirmed booking, during which time the Host (only where and to the extent permitted by applicable law) retains the right to re-enter the Accommodation, in accordance with the Guest’s agreement with the Host. Please note, as used on the Site, Applications, and Services, “short term rental” and “home sharing” have the same meaning as “Booking;” all three terms mean a limited license to enter and use the Accommodation for the duration of the confirmed booking as defined herein.

Booking Request Period” means the time period starting from the time when a Booking is requested by a Guest (as determined by KEYS.ME, LLC in its sole discretion), within which a Host may decide whether to confirm or reject that Booking request, as stated on the Site, Application or Services. Different Booking Request Periods may apply in different places.

Collective Content” means Member Content and KEYS.ME, LLC Content.

Communication” means an email, letters, telephone, or message via the Application.

Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.

Guest” means a Member who requests from a Host a Booking of a Listing via the Site, Application or Services, or a Member who stays at an Accommodation and is not the Host for the associated Listing.

Host” or “you” means a Member who creates a Listing via the Site, Application and Services.

Listing” means an Accommodation that is listed by a Host as available for Booking via the Site, Application, and Services.

Member” means a person who completes KEYS.ME, LLC account registration process, including but not limited to Hosts and Guests, as described under “Account Registration” below.

Member Content” means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Listing, Member profile or KEYS.ME, LLC promotional campaign to be made available through the Site, Application or Services.

Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), transient occupancy taxes, tourist or other visitor taxes, accommodation or lodging taxes, fees (such as convention center fees) that Accommodation providers may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.

 

2.     General Terms of Service

By using the Site, Application or Services, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service (also “Terms“), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Collective Content (defined below), and constitute a binding legal agreement between you and KEYS.ME, LLC. Please also read carefully our Privacy Policy at www.asiaroom.com/Home/TermsOfService and www.keys.me/Home/TermsOfService.

In addition, certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.

If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.

THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH HOSTS MAY CREATE LISTINGS FOR ACCOMMODATIONS AND GUESTS MAY LEARN ABOUT AND BOOK ACCOMMODATIONS DIRECTLY WITH THE HOSTS. YOU UNDERSTAND AND AGREE THAT KEYS.ME, LLC IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN HOSTS AND GUESTS, NOR IS KEYS.ME, LLC A REAL ESTATE BROKER, AGENT OR INSURER. KEYS.ME, LLC HAS NO CONTROL OVER THE CONDUCT OF HOSTS, GUESTS AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY ACCOMMODATIONS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IF YOU CHOOSE TO CREATE A LISTING ON KEYS.ME, LLC, YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH KEYS.ME, LLC IS LIMITED TO BEING A MEMBER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF KEYS.ME, LLC FOR ANY REASON, AND YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF KEYS.ME, LLC DOES NOT CONTROL, AND HAS NO RIGHT TO CONTROL, YOUR LISTING, YOUR OFFLINE ACTIVITIES ASSOCIATED WITH YOUR LISTING, OR ANY OTHER MATTERS RELATED TO ANY LISTING, THAT YOU PROVIDE. AS A MEMBER YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF KEYS.ME, LLC, INCLUDING BY INAPPROPRIATELY USING ANY KEYS.ME, LLC INTELLECTUAL PROPERTY.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICES WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT.  IF YOU ACCEPT OR AGREE TO THESE TERMS OF BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS AND, IN SUCH EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT COMPANY OR OTHER LEGAL ENTITY.

 

3.     Modification

KEYS.ME, LLC reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or via the Application and/or provide you notice of the modification by email. We will also update the “Last Updated” date at the top of these Terms. Changes to the Terms will be effective at the time of posting. Your continued access or use of the Site, Application or Services will constitute acceptance of the modified Terms. Additionally, if the modified Terms contain material changes applicable to existing Members (by decreasing your rights or increasing your responsibilities), we will provide you with notice prior to the changes taking effect. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services. If you do not close your KEYS.ME, LLC Account you will be deemed to have accepted the changes.

 

4.     Eligibility

The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older.

For users in the United States, KEYS.ME, LLC will, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain reports from public records of criminal convictions or sex offender registrations of the user. For users outside the United States, KEYS.ME, LLC may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain the local version of background or registered sex offender checks in our sole discretion. You agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports, including from KEYS.ME, LLC vendors.

 

5.     How the Site, Application and Services Work

The Site, Application and Services can be used to facilitate the listing and Booking of Accommodations. Such Accommodations are included in Listings on the Site, Application and Services by Hosts. You may view Listings as an unregistered visitor to the Site, Application and Services; however, if you wish to book an Accommodation or create a Listing, you must first register to create a KEYS.ME, LLC Account (defined below).

As stated above, KEYS.ME, LLC makes available an online platform or marketplace with related technology for Guests and Hosts to meet online and arrange for Bookings of Accommodations directly with each other. KEYS.ME, LLC is not an owner or operator of properties, including, but not limited to, hotel rooms, motel rooms, other lodgings or Accommodations, nor is it a provider of properties, including, but not limited to, hotel rooms, motel rooms, other lodgings or Accommodations and KEYS.ME, LLC does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control properties, including, but not limited to, hotel rooms, motel rooms, other lodgings or Accommodations or transportation or travel services. Unless explicitly specified otherwise in the KEYS.ME, LLC platform, KEYS.ME, LLC’s responsibilities are limited to facilitating the availability of the Site, Application and Services.

PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE HOSTS AND GUESTS CONNECTING AND BOOKING ACCOMMODATIONS DIRECTLY WITH EACH OTHER. KEYS.ME, LLC CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY ACCOMMODATIONS. KEYS.ME, LLC IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND ACCOMMODATIONS. ACCORDINGLY, ANY BOOKINGS WILL BE MADE OR ACCEPTED AT THE MEMBER’S OWN RISK.

By OFFERING RESERVATIONS FOR TRAVEL PRODUCTS IN PARTICULAR INTERNATIONAL DESTINATIONS, KEYS.ME, LLC DOES NOT REPRESENT OR WARRANT THAT TRAVEL TO SUCH AREAS IS ADVISABLE OR WITHOUT RISK, AND IS NOT LIABLE FOR DAMAGES OR LOSSES THAT MAY RESULT FROM TRAVEL TO SUCH DESTINATIONS.

 

 

6.     Account Registration

In order to access certain features of the Site and Application, and to book an Accommodation or create a Listing, you must register to create an account (“KEYS.ME, LLC Account“) and become a Member. You may register to join the Services directly via the Site or Application or /as described in this section.

Your KEYS.ME, LLC Account and your KEYS.ME, LLC Account profile page will be created for your use of the Site and Application based upon the personal information you provide to us. You may have more than one (1) active KEYS.ME, LLC Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. KEYS.ME, LLC reserves the right to suspend or terminate your KEYS.ME, LLC Account and your access to the Site, Application and Services if you KEYS.ME, LLC provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service.

You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party.

Unless expressly authorized by a specific feature on KEYS.ME, LLC, you are not permitted to share your KEYS.ME, LLC Account with anyone or allow others to access or use your KEYS.ME, LLC Account. KEYS.ME, LLC may enable features, in our discretion, that allow other Members to take certain actions associated with your KEYS.ME, LLC Account, on your behalf with your express authorization, such as having your executive assistant, travel agent, or employer book on your behalf or adding a family member to your account as an additional Host. You agree that you will take sole responsibility for any activities or actions under your KEYS.ME, LLC Account, whether or not you have authorized such activities or actions. You will immediately notify KEYS.ME, LLC of any unauthorized use of your KEYS.ME, LLC Account.

 

7.     Accommodation Listings

As a Member, you may create Listings. To create a Listing, you will be asked a variety of questions about the Accommodation to be listed, including, but not limited to, the location, capacity, size, features, and availability of the Accommodation and pricing and related rules and financial terms. In order to be featured in Listings via the Site, Application and Services, all Accommodations must have valid physical addresses. Listings will be made publicly available via the Site, Application and Services. You understand and agree that the placement or ranking of Listings in search results may depend on a variety of factors, including, but not limited to, Guest and Host preferences, ratings and/or ease of Booking.

Other Members will be able to book your Accommodation via the Site, Application and Services based upon the information provided in your Listing, your Guest requirements, and Guests’ search parameters and preferences. You understand and agree that once a Guest requests a Booking of your Accommodation, you may not request the Guest to pay a higher price than in the Booking request.

You acknowledge and agree that you alone are responsible for any and all Listings and Member Content you post. Accordingly, you represent and warrant that any Listing you post and the Booking of, or a Guest’s stay at, an Accommodation in a Listing you post (i) will not breach any agreements you have entered into with any third parties, such as homeowners association, condominium, or other third party agreements, and (ii) will (a) be in compliance with all applicable laws (such as zoning laws), Tax requirements, Intellectual Property laws, and rules and regulations that may apply to any Accommodation included in a Listing you post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of third parties. Please note that KEYS.ME, LLC assumes no responsibility for a Host’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. KEYS.ME, LLC reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that KEYS.ME, LLC, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms KEYS.ME, LLC or otherwise harmful to the Site, Application or Services.

If you are a Host, you understand and agree that KEYS.ME, LLC does not act as an insurer or as your contracting agent. If a Guest requests a Booking of your Accommodation and stays at your Accommodation, any agreement you enter into with such Guest is between you and the Guest and KEYS.ME, LLC is not a party to it.

When you create a Listing, you may also choose to include certain requirements which must be met by the Members who are eligible to request a Booking of your Accommodation, such as requiring Members to have a profile picture or verified phone number, government issued identification in order to book your Accommodation. Any Member wishing to book Accommodations included in Listings with such requirements must meet these requirements.

If you are a Host, KEYS.ME, LLC makes certain tools available to you to help you to make informed decisions about which Members you choose to confirm or preapprove for Booking for your Accommodation. You acknowledge and agree that, as a Host, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Accommodation at your request or invitation, excluding the Guest (and the individuals the Guest invites to the Accommodation, if applicable.)

KEYS.ME, LLC recommends that Hosts obtain appropriate insurance for their Accommodations. Please review any insurance policy that you may have for your Accommodation carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of or relating to Guests (and the individuals the Guest invites to the Accommodation, if applicable) while at your Accommodation.

8.     No Endorsement

KEYS.ME, LLC does not endorse any Member, Listing or Accommodation. KEYS.ME, LLC Members are required by these Terms to provide accurate information. Although KEYS.ME, LLC may, for transparency or fraud prevention or detection purposes, directly or through third parties, ask you to provide a form of government identification, your date of birth, and other information, or undertake additional checks and processes designed to help verify or check the identities or backgrounds of Members and/or screen Member information against third party databases or other sources, we do not make any representations about, confirm, or endorse any Member or the Member’s purported identity or background.

By registering for an KEYS.ME, LLC Account, you agree that KEYS.ME, LLC may - but is not obligated to - request a consumer report on you from a Consumer Reporting Agency. If we do request a consumer report, we’ll request and use it in compliance with applicable law, including the Fair Credit Reporting Act.

By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from KEYS.ME, LLC with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any Bookings or Listings made by you. This limitation shall not apply to any claim by a Host against KEYS.ME, LLC regarding the remittance of payments received from a Guest by KEYS.ME, LLC on behalf of a Host, which instead shall be subject to the limitations described in the section below entitled “Limitation of Liability”.

 

9.     Bookings and Financial Terms

A.     Key definitions

Accommodation Fees” means the amounts that are due and payable by a Guest in exchange for that Guest’s stay in an Accommodation. The Host alone, and not KEYS.ME, LLC, is responsible for the Accommodation Fees for his or her Listing. The Host may in his or her sole discretion decide to include in these amounts (i) a cleaning fee or any other fee permitted on the KEYS.ME, LLC platform, or (ii) Taxes that the Host determines that he or she has to collect.

“Accommodation Commission Percentage Amount” means the amounts equal to the multiple of (i) the number of nights stayed at the Accommodation by the Guest, (ii) the booked rate per room per night (including VAT, sales taxes and such other applicable taxes) and such other extra's, fees and surcharges which are included in the offered rate at the time of Booking of the Accommodation (such as breakfasts, meals (half-board or full-board), bicycle rental, late check outs/early check in fees, extra person charges, resort fees, roll-away beds, theatre tickets, service fees, etc.), (iii) the number of booked rooms by the Guest, and (iv) the relevant Accommodation Commission percentage set out in the Agreement. Host shall pay Accommodation Commission Percentage to (1) KEYS.ME, LLC, if Host collects the Accommodation Commission Percentage from the Guest. Host shall remit such Accommodation Commission Percentage to KEYS.ME, LLC as provided below.

“Booking Service Fee” means the product of Accommodation Fees multiplied by Booking Service Fees percentage amount stated on the first page of the Agreement.  Guest shall pay Booking Service Fee to (1) KEYS.ME, LLC, if KEYS.ME, LLC collects the Accommodation Fees directly from the Guest; or (2) Host will collect the Booking Service Fee from the Guest, if Host collects Accommodation Fees and Host shall remit such Booking Service Fee to KEYS.ME, LLC as provided in this Agreement. “Payment Method” means a payment method that you have added to your KEYS.ME, LLC Account, such as a credit card, debit card or PayPal.

Total Fees” means collectively the Accommodation Fees, Accommodation Commission Percentage, and Booking Service Fees.

 

B.     Bookings and Financial Terms for Hosts

The Extranet gives the Host the option to either (1) collect the Total Fees from the Guest when Guest arrives at Accommodation, or (2) Guest pays the Total Fees when the Guest makes the booking for the Accommodation.  For option 2, the Host needs to contact the Guest directly to complete the transaction.  KEYS, LLC will pass all information of financial selected option during bookings to the Host.  The default position is Host collects Total Fees.

If you are a Host and a Booking is requested for your Accommodation via the Site, Application or Services, you will be required to either preapprove, confirm or reject the Booking request within the Booking Request Period, otherwise the Booking request will automatically expire. When a Booking is requested via the Site, Application or Services, we will share with you (i) the first and last name of the Guest who has requested the Booking, (ii) a link to the Guest’s KEYS.ME, LLC Account profile page, and (iii) an indication of whether or not the Guest has provided other information to KEYS.ME, LLC, such as a verified email address, a government ID. When you confirm a Booking requested by a Guest, KEYS.ME, LLC will send you a Communication confirming such Booking, depending on the selections you make via the Site, Application and Services.

Host is responsible for collecting the Total Fees.  KEYS.ME, LLC shall invoice the Host at the end of each month for the services that it provides.  Host agrees to pay KEYS.ME, LLC the Accommodation Commission Percentage and the Booking Service Fees deducted from the Total Fees for any Booking requested and confirmed.

Host agrees that KEYS.ME, LLC may, in accordance with the cancellation policy selected by the Host and reflected in the relevant Listing, (i) permit the Guest to cancel the Booking and (ii) refund to the Guest that portion of the Accommodation Fees specified in the applicable cancellation policy.

 

C.    Bookings and Financial Terms for Guests

You, the Hosts, not KEYS.ME, LLC are solely responsible for honoring any confirmed Bookings and making available any Accommodations reserved through the Site, Application and Services. If you, as a Host, choose to enter into a transaction with a Guest for the Booking of an Accommodation, you agree and understand that you will be required to enter into an agreement with the Guest and you agree to accept any terms, conditions, rules and restrictions associated with such Accommodation imposed by the Guest.

You acknowledge and agree that you, and not KEYS.ME, LLC, will be responsible for performing the obligations of any such agreements, that KEYS.ME, LLC is not a party to such agreements, and KEYS.ME, LLC disclaims all liability arising from or related to any such agreements, AND HOST SHALL INDEMINTY AND HOLD HARMLESS disclaims all liability arising from or related to any such agreements INCLUDING REASONABLE ATTORNEY FEES.

The Total Fees payable will be displayed to a Guest before the Guest sends a Booking request to a Host. As noted above, the Host is required to either preapprove, confirm or reject the Booking request within the Booking Request Period; otherwise, the requested Booking will be automatically cancelled. If a requested Booking is cancelled (i.e. not confirmed by the applicable Host), any amounts collected by Host will be refunded to such Guest, depending on the selections the Guest makes via the Site and Application, and any pre-authorization of such Guest’s Payment Method will be released, if applicable.

 

D.    Please refer to Host Terms Of Service document.

 

E.     General Booking and Financial Terms

Cancellations and Refunds

If, as a Guest, you wish to cancel a confirmed Booking made via the Site, Application and Services, either prior to or after arriving at the Accommodation, the cancellation policy of the Host contained in the applicable Listing will apply to such cancellation. Our ability to refund the Accommodation Fees, Guest Fees and other amounts charged to you will depend upon the terms of the applicable cancellation policy. Details regarding refunds and cancellation policies are available via the Site and Application. The Guest Fee is non-refundable unless otherwise indicated in the cancellation policy selected by the Host. Host will initiate any refunds due pursuant to the Payments Terms.

If a Host cancels a confirmed Booking made via the Site, Services, and Application, (i) Host will refund the Total Fees for such Booking to the applicable and (ii) the Guest will receive a Communication from KEYS.ME, LLC containing alternative Listings and other related information. If the Guest requests a Booking from one of the alternative Listings and the Host associated with such alternative Listing confirms the Guest’s requested Booking, then the Guest agrees to pay Host the Total Fees relating to the confirmed Booking for the Accommodation in the alternative Listing, in accordance with these Terms. If a Host cancelled a confirmed Booking and you, as a Guest, have not received a Communication from KEYS.ME, LLC, please notify KEYS.ME, LLC.

If, as a Host, you cancel a confirmed Booking, you agree that KEYS.ME, LLC may apply penalties or consequences to you or your Listing, including (i) publishing an automated review on your Listing indicating that a Booking was cancelled, (ii) keeping the calendar for your Listing unavailable or blocked for the dates of the cancelled Booking, or (iii) imposing a cancellation fee. You will be notified of the situations in which a cancellation fee applies before you decide to cancel.

In certain circumstances, KEYS.ME, LLC may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed Booking made via the Site, Application and Services. This may be for reasons for any other reason. KEYS.ME, LLC may also determine, in its sole discretion, to request the Host refunds to the Guest part or all of the amounts charged to the Guest

Booking Modifications

You as a Guest or Host are responsible for any modifications to a Booking that you direct KEYS.ME, LLC Customer Service to make (“Booking Modifications “), and you agree to pay any Accommodation Fees, Hosts Fees, Services Fees, and/or Taxes associated with such Booking Modifications.

 

10.  Taxes

The Host is responsible for withholding and reporting relevant Taxes applicable to the payments generated from the Site according to the relevant Tax regulations and the practices and requests of the Tax authorities. The Host shall bear and be responsible for the payment and remittance of the taxes applicable to payments received and the associated late payment interests and penalties imposed by the Tax authority for failing to withhold and report any Taxes applicable. If required, the Host shall be solely responsible to negotiate and agree with the relevant Tax authorities on the Tax treatments of the payments. The Host shall upon first request of KEYS.ME, LLC provide KEYS.ME, LLC with (photo/scanned-) copies of Tax payment certificates/Tax exemption certificates upon each remittance of the payments. The Host represents and covenants that it is duly registered with all relevant Tax authorities (including applicable statutory (local) revenue collection authorities) as a hotel or other accommodation provider.

 

11.  Security Deposits

Hosts may choose to include security deposits in their Listings (“Security Deposits“). Each Listing will describe whether a Security Deposit is required for the applicable Accommodation. KEYS.ME, LLC will use commercially reasonable efforts to address Hosts’ requests and claims related to Security Deposits, but KEYS.ME, LLC is not responsible for administering or accepting any Damage Claims by Hosts related to Security Deposits, and disclaims any and all liability in this regard. Deposits, if required by a Host, may be applied to any fees due from a Guest overstaying at a Listing without the Host’s consent.

 

12.  Overstaying without the Host’s Consent

Guests agree that a confirmed Booking is merely a license granted by the Host to the Guest to enter and use the Listing for the limited duration of the confirmed Booking and in accordance with the Guest’s agreement with the Host. Guests further agree to leave the Accommodation no later than the checkout time that the Host specifies in the Listing or such other time as mutually agreed upon between the Host and Guest. If a Guest stays past the agreed upon checkout time without the Host’s consent, they no longer have a license to stay in the Listing and the Host is entitled to make the Guest leave. In addition, Guests agree that the Host can charge the Guest, for each 24 hour period that the Guest stays over the agreed period without the Host’s consent, an additional nightly fee of two times the average nightly Accommodation Fee originally paid by the Guest to cover the inconvenience suffered by the Host, plus all applicable Service Fees, Taxes, and any legal expenses incurred by the Host to make the Guest leave (collectively, “Additional Sums“). KEYS.ME, LLC or Host will collect Additional Sums from Guests.

 

13.  User Conduct

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Collective Content. In connection with your use of the Site, Application, Services and Collective Content, you may not and you agree that you will not:

o   violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;

 

 

o   use the Site, Application, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies KEYS.ME, LLC endorsement, partnership or otherwise misleads others as to your affiliation with KEYS.ME, LLC;

 

dilute, tarnish or otherwise harm the KEYS.ME, LLC brand in any way,
including through unauthorized use of Collective Content,
registering and/or using KEYS.ME, LLC or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to KEYS.ME, LLC domains, trademarks, taglines, promotional campaigns or Collective Content

o   infringe the rights of KEYS.ME, LLC or the rights of any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual right

 

o   interfere with or damage our Site, Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

 

o   use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;

 

o   use our Site, Application, Services or Collective Content in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to lodging in a private residence;

 

o   “stalk” or harass any other user of our Site, Application, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as an KEYS.ME, LLC Guest or Host;

 

o   offer, as a Host, any Accommodation that you do not yourself own or have permission to Book as a residential or other property (without limiting the foregoing, you will not list Accommodations as a Host if you are serving in the capacity of an agent for a third party);

 

o   offer, as a Host, any Accommodation that may not be Booked pursuant to the terms and conditions of an agreement with a third party;

 

o   register for more than one KEYS.ME, LLC Account or register for an KEYS.ME, LLC Account on behalf of an individual other than yourself;

 

o   unless KEYS.ME, LLC explicitly permits otherwise, request or book a stay at any Accommodation if you will not actually be staying at the Accommodation yourself;

 

o   contact another Member for any purpose other than asking a question related to a Booking, Accommodation, Listing, or the Member’s use of the Site, Application and Services;

 

o   recruit or otherwise solicit any Host or other Member to join third-party services or websites that are competitive to KEYS.ME, LLC, without KEYS.ME, LLC’s prior written approval;

 

o   recruit or otherwise solicit any Member to join third-party services, applications or websites, without our prior written approval;

 

o   impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;

 

o   use automated scripts to collect information from or otherwise interact with the Site, Application, Services or Collective Content;

 

o   use the Site, Application, Services or Collective Content to find a Host or Guest and then complete a Booking of an Accommodation independent of the Site, Application or Services, in order to circumvent the obligation to pay any Service Fees related to KEYS.ME, LLC’s provision of the Services or for any other reasons;

 

o   as a Host, submit any Listing with false or misleading information, including price information, or submit any Listing with a price that you do not intend to honor;

 

o   violate these Terms;

 

o   engage in disruptive, circumventive, abusive or harassing behavior in any area or aspect of our Platform, Application, or Services;

 

o   post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;

o   use, display, mirror or frame the Site, Application, Services or Collective Content, or any individual element within the Site, Application, Services or Collective Content, KEYS.ME, LLC’s name, any KEYS.ME, LLC trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site, Application or Services, without KEYS.ME, LLC’s express written consent;

 

o   access, tamper with, or use non-public areas of the Site, Application or Services, KEYS.ME, LLC’s computer systems, or the technical delivery systems of KEYS.ME, LLC’s providers;

 

o   attempt to probe, scan, or test the vulnerability of any KEYS.ME, LLC system or network or breach any security or authentication measures;

 

o   avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by KEYS.ME, LLC or any of KEYS.ME, LLC’s providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content;

 

o   forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;

 

o   attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content;

 

o   advocate, encourage, or assist any third party in doing any of the foregoing; or

 

o   accept or make a payment for Accommodation Fees outside KEYS.ME, LLC. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold KEYS.ME, LLC harmless from any liability for such payment.

KEYS.ME, LLC has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, KEYS.ME, LLC may take a range of actions against you, including but not limited to removing or disabling access to any or all of your Member Content or deactivating or canceling your Listing(s) or KEYS.ME, LLC Account, for a violation of this Section or these Terms.

KEYS.ME, LLC may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against KEYS.ME, LLC or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of KEYS.ME, LLC, its users, or members of the public. You acknowledge that KEYS.ME, LLC has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review, remove, disable access to or edit any Member Content, but has the right to do so for the purpose of operating and improving the Site, Application and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. KEYS.ME, LLC reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that KEYS.ME, LLC, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.

Reporting Misconduct

If you stay with or host anyone who you feel is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to KEYS.ME, LLC by contacting us with your police station and report number; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

 

14.  Privacy

You agree that KEYS.ME, LLC’s Privacy Policy (as may be updated from time to time) governs KEYS.ME, LLC’s collection and use of your personal information.

 

15.  Intellectual Property Ownership and Rights Notices

The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of KEYS.ME, LLC and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content. All trademarks, service marks, logos, trade names, and any other proprietary designations of KEYS.ME, LLC used on or in connection with the Site, Application, Services, and KEYS.ME, LLC Content are trademarks or registered trademarks of KEYS.ME, LLC in the US and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Site, Application, Services, and KEYS.ME, LLC Content are used for identification purposes only and may be the property of their respective owners. As a Host, Guest, or Member, you understand and agree that you are bound by the additional Terms, Guidelines and Policies that apply to your use of the Site, Application, Services and Collective Content (as all may be updated from time to time).

 

16.  Additional Terms

Our Site, Application and Services have different products, features and offerings, so sometimes additional terms or product requirements may apply to your use of those products, features or offerings. If additional terms are available for the relevant product or Services you use, those additional terms become part of these Terms.

 

17.  Application License

Subject to your compliance with these Terms, KEYS.ME, LLC grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on each mobile device or computer that you own or control and run such copy of the Application solely for your own personal use.

 

18.  KEYS.ME, LLC Content and Member Content License

Subject to your compliance with these Terms of Service, KEYS.ME, LLC grants you a limited, non-exclusive, non-transferable license, to (i) access and view any KEYS.ME, LLC Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by KEYS.ME, LLC or its licensors, except for the licenses and rights expressly granted in these Terms.

 

19.  Member Content

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application, Services, or through KEYS.ME, LLC promotional campaigns, you hereby grant to KEYS.ME, LLC a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, translate, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Site, Application and Services. KEYS.ME, LLC does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application, Services or through KEYS.ME, LLC promotional campaigns. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application, Services or through KEYS.ME, LLC promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to KEYS.ME, LLC the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or KEYS.ME, LLC’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application, the Services or KEYS.ME, LLC promotional campaigns will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

 

20.  Links

The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that KEYS.ME, LLC is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by KEYS.ME, LLC of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.

 

21.  Connections To Third-party Sites

The Site may contain hyperlinks to other booking sites that offer additional available rooms and services.  Such links are for your reference only.  We do not control such sites and are not in charge of their substance or the security or different practices of such sites.

 

22.  Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Site and Application, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of KEYS.ME, LLC and you hereby irrevocably assign to KEYS.ME, LLC and agree to irrevocably assign to KEYS.ME, LLC all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At KEYS.ME, LLC’s request and expense, you will execute documents and take such further acts as KEYS.ME, LLC may reasonably request to assist KEYS.ME, LLC to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

 

23.  Copyright Policy

KEYS.ME, LLC respects copyright law and expects its users to do the same. It is KEYS.ME, LLC’s policy to terminate in appropriate circumstances the KEYS.ME, LLC Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

 

24.  Term and Termination, Suspension and Other Measures

 .       Term

These Terms shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or KEYS.ME, LLC terminate these Terms as described below.

25.   

 .       Termination for convenience

You may terminate these Terms at any time via the “Cancel Account” feature on the Site or by sending us an email. If you cancel your KEYS.ME, LLC Account as a Host, any confirmed Bookings will be automatically cancelled and your Guests will receive a full refund. If you cancel your KEYS.ME, LLC Account as a Guest, any confirmed Booking will be automatically cancelled and any refund will depend upon the terms of the applicable cancellation policy.

Without limiting our rights specified below, KEYS.ME, LLC may terminate these Terms for convenience at any time by giving you 30 days’ notice via email to your registered email address.

26.   

 .       Termination for breach, suspension and other measures

KEYS.ME, LLC may immediately, without notice terminate these Terms if (i) you have materially breached these Terms or our Policies, including but not limited to any breach of your warranties outlined in these Terms or breach of the “User Conduct” provisions in these Terms, (ii) you have provided inaccurate, fraudulent, outdated or incomplete information during the KEYS.ME, LLC Account registration, or Listing process or thereafter, (iii) you have violated applicable laws, regulations or third party rights, or (iv) KEYS.ME, LLC believes in good faith that such action is reasonably necessary to protect the safety or property of other Members, KEYS.ME, LLC or third parties, for fraud prevention, risk assessment, security or investigation purposes.

In addition KEYS.ME, LLC may deactivate or delay Listings, reviews, or other Member Content, cancel any pending or confirmed Bookings, limit your use of or access to your KEYS.ME, LLC Account and the Site, Application or Services, temporarily or permanently revoke any special status associated with your KEYS.ME, LLC Account, or temporarily or permanently suspend your KEYS.ME, LLC Account if (i) you have breached these Terms or our Policies, including material and non-material breaches and receiving poor ratings from Hosts or Guests, or (ii) KEYS.ME, LLC believes in good faith that such action is reasonably necessary to protect the safety or property of Members, KEYS.ME, LLC or third parties, for fraud prevention, risk assessment, security or investigation purposes.

If we take any of the measures described in this Section 24.C, we may (i) communicate to your Guests or Hosts that a pending or confirmed Booking has been cancelled, (ii) refund your Guests in full for any and all confirmed Bookings, irrespective of preexisting cancellation policies, (iii) support your Guests, on an exceptional basis, in finding potential alternative Accommodations, and (iv) you will not be entitled to any compensation for confirmed Bookings that were cancelled.

In case of non-material breaches and where appropriate, you will be given notice of any measure by KEYS.ME, LLC and an opportunity to resolve the issue to KEYS.ME, LLC’s reasonable satisfaction.

27.   

 .       Consequences

If you or we terminate this Agreement, we do not have an obligation to delete or return to you any of your Member Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your KEYS.ME, LLC Account or any of your Member Content. If your access to or use of the Site, Application and Services has been limited or your KEYS.ME, LLC Account has been suspended or this Agreement has been terminated by us, you may not register a new KEYS.ME, LLC Account or attempt to access and use the Site, Application and Services through other KEYS.ME, LLC Accounts.

28.   

 .       Survival

If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.

 

29.  Disclaimers

IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT KEYS.ME, LLC DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, GUESTS AND HOSTS. BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX OFFENDER CHECKS, IN OUR SOLE DISCRETION, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND IF WE HAVE SUFFICIENT INFORMATION TO IDENTIFY A MEMBER. IF WE CHOOSE TO CONDUCT SUCH CHECKS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT SUCH CHECKS WILL IDENTIFY PRIOR MISCONDUCT BY A USER OR GUARANTEE THAT A USER WILL NOT ENGAGE IN MISCONDUCT IN THE FUTURE.

THE SITE, APPLICATION, SERVICES, AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, KEYS.ME, LLC EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. KEYS.ME, LLC MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY ACCOMMODATIONS MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. KEYS.ME, LLC MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, ACCOMMODATIONS, HOSTS, GUESTS, YOUR ACCRUAL OF KEYS.ME, LLC TRAVEL CREDITS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM KEYS.ME, LLC OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY HOSTS OR GUESTS. YOU UNDERSTAND THAT KEYS.ME, LLC DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES OR TO REVIEW OR VISIT ANY ACCOMMODATIONS. KEYS.ME, LLC MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, GUESTS AND HOSTS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY KEYS.ME, LLC. KEYS.ME, LLC EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY GUEST OR OTHER THIRD PARTY.

 

30.  Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY ACCOMMODATIONS VIA THE SITE, APPLICATION AND SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF KEYS.ME, LLC WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER KEYS.ME, LLC NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, OR FROM YOUR LISTING OR BOOKING OF ANY ACCOMMODATION VIA THE SITE, APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT KEYS.ME, LLC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE HOSTS PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE KEYS.ME, LLC HOST GUARANTEE, IN NO EVENT WILL KEYS.ME, LLC’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY ACCOMMODATION VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY ACCOMMODATION OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, APPLICATION AND SERVICE.

 

31.  Indemnification

You agree to release, defend, indemnify, and hold KEYS.ME, LLC and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services, or Collective Content or your violation of these Terms; (b) your Member Content; and (c) your (i) interaction with any Member, (ii) Booking of an Accommodation, or (iii) creation of a Listing; (d) the use, condition or Booking of an Accommodation by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a Booking or use of an Accommodation.

 

32.  Export Control and Restricted Countries

You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the Site, Application and Services, you represent and warrant that (i) neither you nor your listed Accommodation is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site, Application and Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. KEYS.ME, LLC does not permit Listings associated with certain countries due to U.S. embargo restrictions. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.

33.  Entire Agreement

Except as they may be supplemented by a document referenced and incorporated herein or by additional KEYS.ME, LLC policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms constitute the entire and exclusive understanding and agreement between KEYS.ME, LLC and you regarding the Site, Application, Services, Collective Content (excluding Payment Services), and any Bookings or Listings of Accommodations made via the Site, Application and Services (excluding Payment Services), and these Terms supersede and replace any and all prior oral or written understandings or agreements between KEYS.ME, LLC and you regarding Bookings or listings of Accommodations, the Site, Application, Services, and Collective Content (excluding Payment Services).

 

34.  Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without KEYS.ME, LLC’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. KEYS.ME, LLC may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

 

35.  Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by KEYS.ME, LLC (i) via a Communication (in each case to the address or phone number that you provide) or (ii) by posting to the Site or via the Application. For notices made via a Communication, the date of receipt will be deemed the date on which such notice is transmitted.

 

36.  Controlling Law and Jurisdiction

These Terms and your use of the Services will be interpreted in accordance with the laws of the state of Maryland and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in District of Washington D.C. or a United States District Court, for any actions.

 

37.  General

The failure of KEYS.ME, LLC to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of KEYS.ME, LLC. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

 

38.  Third party beneficiary

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

 

END of Terms of Service.

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