PLEASE READ CAREFULLY. This Terms of Service (also referred to as, and together with our Privacy Policy, constitute the “Agreement”) applies to the Services (as defined herein) and is a contract between ROOMRITE, INC., a Delaware corporation, and you as the Services user (an entity and/or an individual, as applicable).

This Agreement contains the terms and conditions governing your access to and use of the Services provided by ROOMRITE, INC. or one its affiliates, subsidiaries, or other authorized entities (collectively “RoomRite”). This Agreement refers to you and/or your organization as the “User” or “you”. This Agreement may also refer to RoomRite as “we”, “us”, or “our.” If you do not accept the terms of this Agreement or you do not meet or comply with the provisions hereof, you may not use the RoomRite Services.

Users agree that they are responsible for, and agree to abide by, all laws, rules and regulations applicable to their use of any part of the Service and any Transaction they enter into through the Service or in connection with their use of the Service. Without limiting the foregoing, Providers further agree that they are responsible for and agree to abide by all laws, rules, ordinances, or regulations applicable to the listing of their hotel rooms and the conduct of their own business, including but not limited to any and all laws, rules, ordinances, regulations or other requirements relating to taxes, credit cards, data and privacy, permits or license requirements, zoning ordinances, safety compliance and compliance with all anti-discrimination and fair housing laws, as applicable. Please be aware that, even though we are not a party to any Transaction and assume no liability for legal or regulatory compliance pertaining to hotel rooms listed on the Service, there may be circumstances where we are nevertheless legally obligated (as we may determine in our sole discretion) to provide information relating to your Listing in order to comply with requests from governmental bodies in relation to investigations, litigation or administrative proceedings, and we may choose to comply with such obligations in our sole discretion.

User is also subject to the policies and terms of service of our third party service providers, and the hotel listing terms and/or hotel reservation contracts associated with the Hotel Stays listed on the Service. You acknowledge and agree that you may be required to enter into one or more separate agreements, waivers or terms and conditions before making a Reservation or purchasing a product or service, and RoomRite or a hotel may place additional restrictions on your Reservation, product or service.

USER REPRESENTATIONS.

As a condition of your use of this website and our related Services, you warrant and represent that:

• You are at least 18 years of age;
• You possess the legal authority to create a binding legal obligation;
• You will use this website and the related Services in accordance with this Agreement;
• If you are a Provider of hotel rooms, you will only use this website to make legitimate offerings of hotels rooms and you are legally authorized to do so;
• If you are a Buyer of hotel rooms, you will only use this website to make legitimate reservations for you or for another person for whom you are legally authorized to act;
• All Content provided by you on this website and the related Services is true, accurate, current, complete, legal, and non-deceptive.
• If you have or create a RoomRite account, you will safeguard your account information and will supervise and be completely responsible for any use of your account. We retain the right to deny access to anyone to this website and the related Services we offer, at any time and for any reason, including, but not limited to, for violation of this Agreement, as determined in our sole discretion.
• YOU ARE NOT USING, AND WILL NOT USE, OUR SERVICES TO FACILITATE OR ENCOURAGE HUMAN TRAFFICKING OF ANY KIND, OR ANY OTHER ILLEGAL ACTIVITY.

You may only use the Services (defined below) if you accept and agree to all the terms and conditions of this Agreement, our Privacy Policy, and all terms, policies, guidelines and disclosures on the Services, which are expressly incorporated herein by reference. BY ACCESSING OR OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THIS AGREEMENT. RoomRite reserves the right, at any time, at its sole discretion, to change, amend, or otherwise modify these Terms of Service without prior notice to you, effective upon posting on the Services, and your continued access or use of the Services will indicate your acceptance of the changed, amended, or otherwise modified version of these Terms of Service. Note that receipt or use by any person of any information provided by the Services, at any time and through any means, whether directly or indirectly, represents an acknowledgement by such person of, and agreement by such person to, the terms and conditions of this Agreement. This Agreement limits our liability and disclaims warranties for the Services to the maximum extent permitted by law. Please read these and other sections of the Agreement carefully.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ROOMRITE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT OR MATERIALS IN THE SERVICES. ROOMRITE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. ROOMRITE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, ITS SERVERS, EMAIL MESSAGES, OR SOCIAL MEDIA CONTENT FROM ROOMRITE ARE FREE OF THIRD PARTY VIRUSES OR OTHER HARMFUL COMPONENTS.

ROOMRITE, INC.

RoomRite provides a resale marketplace for group hotel accommodations. RoomRite does not own, rent, or manage any hotel or hotel rooms shown on the Service. RoomRite is merely a facilitator of the Transactions that take place through its Services and is not a party to those Transactions. RoomRite has no control over, and does not guarantee the quality or safety of any interaction, Transaction, product, the product price, the accuracy or reliability of any information provided by any User, or that the product is suitable for your needs. We may expand, contract, add to, or modify our Services at any time, without notice. The Services provided by RoomRite primarily include our website, access to certain products, features, functionalities, and services, including a web application (along with any associated websites, social media, forums, mobile applications, updates, APIs, widgets, modules, arrangements, support, and content that may be developed, offered, or provided from time to time), and at our option, but not our obligation, may (or may not) from time to time include community or messaging forums, feedback system, gift cards, advertising, new or different platforms, activities, events, or other services provided by RoomRite (collectively, this paragraph, the “Services”).

DEFINITIONS.

• “Buyer” means a User who purchases a Hotel Stay through the Service.
• “Content” means any information posted to a part of the Service, in any form or format, expressly including but not limited to any documents, text, graphics, video, images, photos, links, pricing, or any other information, material(s), or data in any format, published or posted to or on the Services. You are solely responsible for the Content you post to the Services, which Content must be “on topic” and relevant to the Services.
• “Hotel Charges” means any and all monies charged by a hotel whose rooms are listed on the Service, including without limitation room rates, hotel fees, resort fees, parking fees, and any taxes or other fees the hotel is required to collect. In the event the Service expands its product offerings, the definition of “Hotel Charges” shall mean and include the total cost, fees, taxes, and other charges charged by a seller or reseller relating to any other product or service offered on the Service.
• “Hotel Stay” means the aggregate of room(s) and night(s) purchased by a Buyer through the Service. In the event the Service expands its product offerings, the definition of “Hotel Stay” shall mean and include the equivalent of the total cost, fees, taxes, and other charges charged by the original seller and/or reseller relating to any other product or service offered on the Service.
• “Interactive Forum” means an interactive community, forum, blog, or other medium through which Users may communicate with each other.
• “Listing” means the displayed offering of a Hotel Stay or other product or service on the Service, including relevant information, including, without limitation, rates, availability, location, etc.
• “Provider” means the person or entity who has purchased a block of hotel rooms and placed some or all of the available hotel rooms for resale via the Service; or a Provider may be a hotel offering rooms via the Service.
• “Reservation” means the booking/reserving of a Hotel Stay through the Services.
• “Transaction” means all steps and aspects of offering, reserving, closing, and/or early termination of a purchase of a Hotel Stay or other product or service, which originates on our Service, whether the transaction closes or not (i.e. successful or failed transactions shall all be referred to as Transactions), and even if some components of the Transaction occur outside the Service.
• “User” or “user” refers to any individual or entity that uses any aspect of the Services, including, without limitation, Providers and Buyers.

ACCEPTANCE OF AGREEMENT.

This Agreement is an electronic contract that sets out the legally binding terms of your access to, registration with and/or use of the Services. This Agreement includes RoomRite's Privacy Policy and all other terms and notices posted on the Services, which are expressly incorporated herein by reference. By accessing the Services or establishing an account with the Services, you accept this Agreement and agree to the terms, conditions and notices contained or referenced in this Agreement.

You further agree to abide by and be bound by the terms of service of any third party links you (i) post as Content on the Service, or (ii) access on the Service (for example, and without limitation, a third party link posted by another User which you click and access).

A User’s failure to meet the requirements of this Agreement may result in RoomRite limiting, restricting, suspending, terminating, or downgrading your account and your use of part or all of the Services, and/or, depending on the situation, pursuing legal action against you.

Determinations of violations will be made at the sole discretion of RoomRite and remedies may be implemented without warning or the ability to cure. When we review a report of a User violating our policies, we look at the circumstances, including the User’s history. We make decisions based on the evidence in the individual situation, as well as by evaluating patterns of behavior that create negative value for the Services and other Users.

By accessing the Services or establishing an account with the Services, you consent to have this Agreement provided to you in electronic form.

To receive a non-electronic copy of this Agreement, please send an e-mail to atyourservice@roomrite.io or a letter and self-addressed stamped envelope to 100 East Pine Street, Suite 110, Orlando, FL 32801 requesting a non-electronic copy of this Agreement.

GENERAL FUNCTION OF THE SERVICES.

In general, the Services are intended to facilitate Transactions between meeting planners or other individuals who have purchased blocks of rooms, or hotels who desire to list blocks of rooms (either, a “Provider”), and Buyers who desire to reserve those rooms for Hotel Stays. All Users may only use the Services for legitimate and legal purposes, in accordance with all laws, rules, and regulations governing User’s conduct, both on/within the Services and in any interactions or Transactions which originated out of or otherwise relate to User’s use or activity on/within the Services.

RoomRite may, in its sole discretion, expand, contract, delete, or otherwise modify the Services offered, including, without limitation, RoomRite may, but is not obligated to offer:

• Free and/or paid accounts or subscriptions offering different tiers of Services and benefits to different Users, in RoomRite’s sole and absolute discretion. RoomRite may modify or delete the type(s) of account/subscription offerings at any time;
• User support via phone, email, chat, or other means;
• Loyalty or reward programs;
• Interactive Forums or similar functionality, from time to time, RoomRite may grant moderator privileges or other administrative privileges to certain trusted Users within the social media aspect or other aspects of the Services, in RoomRite’s sole discretion. Such privileges may be subject to additional moderator/admin policies and may be revoked for violations of such policies or violations of this Agreement;
• Any other functionality desired by RoomRite.

Any additional terms governing any new or different offerings may be added by RoomRite at that time or any time.

RoomRite may require a minimum, or maximum, number of Listings per Provider, and may require a minimum, or maximum, Hotel Stays, per Buyer. RoomRite may allow Providers to require a minimum Hotel Stay.

RoomRite determines, in its sole discretion, the Content offered, shown, and displayed on the Service. RoomRite may, from time to time, elect to display third party advertising Content or provide premium paid services, the benefits of which may or may not include removal of advertisements in your visual interface with the Services.

In order to protect the integrity and reputation of the Services, RoomRite reserves the right at any time in its sole discretion to block Users from certain IP addresses from accessing the Services.

RESALE.

If a Provider is a reseller of Hotel Stays or other products or services, you will be required to provide us with a copy of your contract with the hotel or other original provider. We will obtain permission from the hotel or original provider/manufacturer of the product or service, for Listing their product/service on the Service. We will reasonably cooperate with the hotel or original provider/manufacturer in tailoring the Listing to their services, including, without limitation, providing a hotel’s option to add ancillary services to the Listing, such as food & beverage credits or meeting space. RoomRite may, in its sole discretion, do any and all things reasonably necessary or desirable, in RoomRite’s sole discretion, to maintain its reputation with hotels and other original providers/manufacturers, and to cooperate with them in avoiding tarnishment of their brands and reputations.

A Buyer who purchases a Hotel Stay from a reselling Provider is subject to any written agreement with the Provider as well as any written agreement with the hotel (and equivalent if purchasing other products or services offered on the Service). A Buyer has the option of submitting a “rooming list” consisting of the names and contact information for each individual staying in each room, which will be passed on to the hotel.

LICENSE TO USE.

So long as you comply with each provision of this Agreement and any payments due are paid up to date, RoomRite hereby grants you a limited, revocable, non-exclusive license right to access and use the Services only for your use in providing hotel rooms or purchasing Hotel Stays, and/or socializing, seeking information from, and providing information to, Users (if and when such functionality is provided in RoomRite’s sole discretion), all on the terms set forth in this Agreement (the “License”). RoomRite may, in its sole discretion, decline to provide Services to operations that are not within the intended scope of RoomRite (for example, without limitation, if RoomRite suspects human trafficking or other illegal activity associated with use of the Services or associated with use of the hotel rooms listed on the Service, or deceptive or fraudulent activity, or any other activity that RoomRite, in its sole discretion deems harmful, offensive, or detrimental to the integrity or reputation of the Services).

You are solely responsible for the content of any Content you post to the Services and any consequences arising from posting such Content. Your use of the Services are a privilege. RoomRite reserves the right to suspend or terminate that privilege for any reason at any time, in its sole discretion.

The License to use the Services does not include any right of collection, aggregation, copying, scraping, duplication, display or any derivative use of the Services nor any right of use of data mining, robots, spiders or similar data gathering and extraction tools without our prior written permission; provided, however, that a limited exception from the foregoing exclusion is provided to general purpose internet search engines that use tools to gather information for the sole purpose of displaying hyperlinks to the Services, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent, and comply with our files and policies. “General purpose internet search engines” do not include a website or search engine or other service that provides classified listings or property rental advertisements, or any subset of the same or which is in the business of providing hotel or other property rental services or other services that compete with us.

Unauthorized uses of the Services also include, without limitation, those listed below. You agree not to do any of the following, unless otherwise previously and specifically agreed to by us:

• Any commercial use of the Services or any Content on the Services, other than by Users in good standing, or by Users under a valid license to software offered on the Services;
• Any use of the Services or the tools and services on the Services for the purpose of booking or soliciting a rental of a property other than a property validly listed on the Service;
• Copy, reproduce, upload, post, display, republish, distribute or transmit any part of the Content in any form whatsoever;
• Reproduce any portion of the Services on your website or otherwise, using any device including, but not limited to, use of a frame or border environment around the Services, or other framing technique to enclose any portion or aspect of the Services, or mirror or replicate any portion of the Services;
• Deep-link to any portion of the Services without our express written permission;
• Modify, translate into any language or computer language or create derivative works from, any Content or any part of the Services;
• Reverse engineer any part of the Services;
• Sell, offer for sale, transfer or license any portion of the Services in any form to any third parties;
• Use the Services and its inquiry or booking functionality other than to advertise, purchase, and/or research hotel room rentals, to make legitimate inquiries to our Users or any other use expressly authorized on the Services;
• Use the Services to post or transmit information that is in any way false, fraudulent, or misleading, including making any reservation or inquiry under false pretenses, or taking any action that may be considered phishing or that would give rise to criminal or civil liability;
• Post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic or profane material;
• Violate, plagiarize or infringe the rights of us or third parties including, without limitation, copyright, trademark, patent, trade secrets, rights of publicity or privacy or any other intellectual or proprietary rights;
• Use or access the Services in any illegal manner or in any way that, in our sole discretion, adversely affects, or could adversely affect, the performance, function, integrity, or reputation of the Services or any other system used by us or the Services
• Include links or reference to other selling venues, external listings, websites or selling channels, except for a hotel’s or other authorized Provider’s own website, YouTube channel, etc. Any third party references or resources will be removed from the Services by RoomRite without notice.

If you are aware of, or experience, any Content, activity or communication through or in connection with the Services that appears to be in violation of the above restrictions, or in violation of any other provision of these Terms, we ask that you please inform us by contacting us at atyourservice@roomrite.io.

IDENTIFY VERIFICATION.

User verification on the internet is difficult and we cannot, and do not assume any responsibility for, the confirmation of each User’s purported identity. We encourage you to communicate directly with Users through the tools available on the Service, though even this does not assure you of the identity of the person with which you are communicating. We further encourage you to take other reasonable measures to assure yourself of the other person’s identity and, for travelers, of the property and relevant details of your booking or proposed booking.

You agree to (i) keep your password and online ID for both your account with us and your email account secure and strictly confidential, providing it only to authorized users of your accounts, (ii) instruct each person to whom you give your online ID and password that he or she is not to disclose it to any unauthorized person, (iii) notify us immediately and select a new online ID and password if you believe your password for either your account with us or your email account may have become known to an unauthorized person, and (iv) notify us immediately if you are contacted by anyone requesting your online ID and password. Further, if we suspect any unauthorized access to your account, upon our request, you agree to promptly change your ID and password and take any other related action as we may reasonably request.

We discourage you from giving anyone access to your online ID and password for your account with us and your email account. However, if you do give someone your online ID and online password, or if you fail to adequately safeguard such information, you are responsible for any and all transactions that the person performs while using your account with us and/or your email account, even those transactions that are fraudulent or that you did not intend or want performed.

EACH USER ACKNOWLEDGES AND AGREES THAT: (1) NEITHER ROOMRITE, INC. NOR ANY OF ITS AFFILIATES WILL HAVE ANY LIABILITY TO ANY USER FOR ANY UNAUTHORIZED TRANSACTION MADE USING ANY USER’S ID OR PASSWORD; AND (2) THE UNAUTHORIZED USE OF YOUR ONLINE ID AND PASSWORD FOR YOUR ROOMRITE, INC. ACCOUNT OR YOUR EMAIL ACCOUNT COULD CAUSE YOU TO INCUR LIABILITY TO BOTH ROOMRITE, INC. AND OTHER USERS.

Further, we may, without notice to you, suspend or cancel your Listings or your account at any time even without receiving notice from you if we suspect, in our sole discretion, that your account with us or your email account is being used in an unauthorized or fraudulent manner.

TRANSACTIONS BETWEEN USERS.

If you enter into a Transaction with another User, that Transaction is further governed by the terms agreed upon between you and the other User. If the Provider is a reseller, the Transaction is further governed by the resale agreement between the reselling Provider and the original provider/manufacturer of the product or service. ROOMRITE IS NOT A PARTY TO ANY TRANSACTION BETWEEN USERS, DOES NOT DETERMINE THE TERMS OF THAT TRANSACTION, AND CANNOT/WILL NOT ACT IN THE CAPACITY OF AN ENFORCER OF THE TERMS OF THAT TRANSACTION, EXCEPT THAT ROOMRITE HAS THE RIGHT, BUT NOT THE OBLIGATION, TO ENFORCE SUCH TERMS IF AND TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT. WITHOUT LIMITATION, ROOMRITE IS NOT RESPONSIBLE FOR ANY DISAPPOINTING OR FAILED TRANSACTION. WE HIGHLY RECOMMEND YOU HAVE A SEPARATE WRITTEN AGREEMENT BETWEEN THE PARTIES FOR ANY TRANSACTION.

Each User is strictly responsible for its own acts, omissions, and behavior within the Services and when engaging in Transactions. Each User is responsible for knowing, understanding, and complying with all laws, rules, and regulations applicable to such User’s activities, including without limitation, laws governing the provision or purchase of hotel rooms; and each User shall act with honesty and integrity in all Transaction dealings, avoiding fraudulent, false, misleading, or deceptive claims. Users are encouraged to document all significant facts to a Transaction, including the terms of the Transaction (i.e. the contract), payments made, etc. If a User has any questions about the laws governing its activities, User is responsible for consulting its own legal counsel for advice. Users shall not harass another User regarding a product or service not received before the reservation or service date, or engage in any similar behavior where the matter is supported by documentation.

RoomRite is not involved in User-to-User dealings and cannot control the behavior of Users of the Services. In the event that you have a dispute with one or more Users, you release the Indemnified Parties (defined in the Indemnification section) from claims, demands, damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

LIMITATIONS ON COMMUNICATIONS AND USE OF OTHER USER’S INFORMATION; NO SPAM.

You agree that, with respect to other Users’ Personal Information that you obtain directly or indirectly from or through the Service or through any Service-related communication, transaction or software, we have granted to you a License to use such information only for: (i) Service-related communications that are not unsolicited commercial messages, (ii) using products and services offered through the Service, and (iii) inquiring about or otherwise facilitating a financial transaction between you and the other User related to the purpose of the Services (such as inquiring about or booking a property or charging a credit card). Any other purpose will require express permission from us. You may not use any such information for any unlawful purpose or with any unlawful intent.

You agree that other Users may use Personal Information that you have provided, to communicate with you in accordance with this Agreement. Further, you agree that you will protect other Users’ Personal Information with the same degree of care that you protect your own confidential information (using at minimum a reasonable standard of care), and you assume all liability for the misuse, loss or unauthorized transfer of such information.

We do not tolerate spam or unsolicited commercial electronic communications of any kind. Therefore, without limiting the foregoing, you are not licensed to add a Service User, even a User who has booked with you, to your mailing list (email or physical mail) without the User’s express consent. Such consent may be contained in your contract or terms of service, but must be clear and explicit. You may not use any tool or service on the Service to send spam or unsolicited commercial electronic communications of any kind or in any other way that would violate these Terms.

PROVIDER OBLIGATIONS.

Each Provider acknowledges, understands, agrees, represents, and warrants:

You are legally authorized to engage in the Transaction, and otherwise legally carry out the Transaction; that you have obtained any and all required certifications, permits, licenses, authorizations, and other permissions necessary to legally transact via the Services; and that any and all Transactions will comply with the terms and requirements of such certifications, permits, licenses, authorizations, and other permissions.

You must accurately describe your product or service, including all information that would be reasonably important and relevant to a Buyer (including, for example and without limitation, any off-site parking requirements, mandatory valet, or reception desk not manned 24 hours), and all terms of the Transaction, including information on payments, cancelations, returns, any taxes or other Hotel Charges.   

You may not disclose another User’s Personal Information to third parties except with their written consent or as directly necessary for the completion of a Transaction.

Your profile and Content may only include Content relevant to Hotel Stays (or other products, if and as applicable) supplied by yourself.

• Photographs must be of an actual room of the size and type available in the hotel, actual amenity in the hotel, or similar accuracy of any other applicable product or service. You may not use stock photography. Photographs may not be so edited or “photoshopped” that they are misleading as to the cleanliness or other condition of the hotel, hotel room, amenity, or other product or service.

• For the protection of all parties, we highly recommend you use shipment tracking, with delivery confirmation or signature confirmation.
• Provider shall be required to provide any applicable hotel contract cutoff date for each Listing, after which date the Listing may be removed in RoomRite's sole discretion.
• Delivery Policy. If you sell an item on RoomRite, you are obligated to deliver the actual item that was sold in a reasonable period of time after the sale. You cannot deliver a substitute or replacement item, or withhold delivery, without the express consent of the Buyer. If you have not shipped the item(s) associated with an accepted Transaction within the time frame stated in the Transaction, RoomRite may suspend or terminate your account in the Services, or take other actions described in this Agreement, and the Buyer/Borrower may have legal recourse against you if you fail to deliver an Animal pursuant to an accepted Transaction. Buyer/Borrowers acknowledge, understand, and agree that many factors determine the time frame within which an Animal may be shipped, which may result in delays.
• Refunds/Returns. RoomRite does not provide any refunds and does not facilitate any returns. Recourse from RoomRite is limited to the remedies stated in this Agreement regarding actions that may be taken with respect to a User’s account if they violate the terms of this Agreement or fail to meet the terms of a Transaction. A User may seek its own legal counsel regarding other recourse against another User.
• Sellers and lenders are responsible for collecting and remitting any sales, or other, taxes due and owing on their Transactions. Your pricing must indicate whether the stated price includes all taxes, or if taxes are additional. You agree to indemnify, defend, and hold harmless RoomRite and its Indemnified Parties harmless from any claims or damages associated with any breach of this provision, on the terms provided in Sections 29, 30, and the rest of this Agreement.

BUYER OBLIGATIONS.

Each Buyer acknowledges, understands, agrees, represents, and warrants:

• You are authorized to carry out any Transaction you enter into; that you have obtained any and all required certifications, permits, licenses, authorizations, and other permissions necessary to legally transact any Transaction you enter into, and that you will comply with all legal requirements and obligations associated with your activities on and off the Services.

• You are responsible for reaching agreement with the other party to any Transaction, and reading the full Transaction terms before accepting items(s) to purchase or committing to purchase any products. If a Provider does not offer you a written contract for the Transaction, we strongly encourage you to reconsider your engagement in the Transaction, and notify us.

CONTENT.

You are solely responsible for the Content you post, upload, or otherwise provide or place on or within the Services. You represent and warrant that, for all such Content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this Agreement. You represent and warrant that such Content is accurate and truthful. You represent and warrant that use of any such Content (including derivative works) by us, our Users, or others in contract with us, and in compliance with this Agreement, does not and will not infringe any intellectual property rights of any third party. RoomRite takes no responsibility and assumes no liability for any Content provided by you, any other User, or any third party. Following termination or deactivation of your account, or if we remove any User Content from the Services, we may keep your User Content for backup, archival, or audit purposes.

You grant RoomRite a non-exclusive, royalty-free, transferable, sublicensable, perpetual, irrevocable, worldwide license to use, store, display, reproduce, run, copy, translate, save, modify, create derivative works, perform, and distribute your Content on RoomRite and to exercise any and all intellectual property rights you have in that Content in connection with our provision, expansion, and promotion of our Services, in any media known now or developed in the future, including, without limitation, any social media platform. To the fullest extent permitted under applicable law, you waive your right to enforce your intellectual property rights in the Content against RoomRite, our assignees, our sublicensees, and their assignees in connection with our, those assignees’, and those sublicensee’ use of that Content in connection with our provision, expansion, and promotion of our Services.  We reserve the right to remove or modify Content or change the way it’s used in connection with the Service, for any reason.

We have no duty to pre-screen Content posted on the Service by Users, whether directly contributed by the User or contributed by us or a third party on behalf of the User (including, without limitation, Listings, reviews of a property or a User, participation in an Interactive Forum or any other content provided by a User of the Service). We are not responsible for User-contributed Content. “User-contributed content” also includes information that a User or any other person provided to a third party website or mobile application that is then provided to our Service by a tool we offer or any other exchange of User-contributed Content.

We reserve the right to decline to permit the posting on the Service of or to remove from the Service any User-contributed Content that fails to meet our Content guidelines, in our sole discretion, without liability to you.

 

In the event any User-contributed Content is provided or translated in a language other than English, we cannot and do not guarantee the accuracy of any translation or quality of such translation, and the contributing User is solely responsible for the Content and accuracy of any translation.

 

THIRD PARTY CONTENT.

 

Providers do not have exclusive rights to item exposure on our Service. We may elect to display third party websites, advertisements, services, special events (including links and references thereto) that are not owned or controlled by RoomRite or a person or entity with a Provider account, in our sole discretion and without consent from, or payment, fee reduction, or other credit to Providers. RoomRite may, but is not obligated to, allow Providers to provide links to web pages and Content of third parties as a service to those interested in such links and Content, and RoomRite may post third party content or allow Users to post their Content or third party Content to the site (“Third Party Content”). Third Party Content may be obtained by RoomRite directly from the third party, from the third party’s website, or from other third parties. RoomRite does not monitor or have any control over any Third Party Content or third party websites. RoomRite does not endorse or adopt any Third Party Content or third party website and can make no guarantee as to its accuracy or completeness. RoomRite does not represent or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any Third Party Content or third party websites. Users use such links, Third Party Content and third party websites at their own risk. Users agree that RoomRite has no liability arising from your use of or access to any third party website, service or Content.

The Services may contain links to websites operated by parties other than RoomRite. RoomRite does not control such websites and is not responsible for their contents, terms of service, privacy policies, or the practices of such websites. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from the Services or other websites) is free of such items as viruses, worms, trojan horses, defects and other items of a destructive nature. RoomRite's inclusion of links to such websites does not imply any endorsement or warranty of the material on such websites.

RESPONSIBILITY FOR LISTINGS.

All Listings on the Service are the responsibility of the User (who may be represented by an owner, manager, property manager, or other authorized agent of the owner), and we are not responsible for any liability arising from the alleged accuracy or inaccuracy of a Listing, review, or any alleged breach of contract on a User’s part. Users are solely responsible for keeping their product information up to date on the Service, including, but not limited to, any and all representations about any property or other product or service, its amenities, cleanliness, location, price, and availability for a specific date or range of dates.

We have the right but not the obligation to verify the Content provided by Providers on Listings. We do not represent or warrant that any of the copy, content, traveler or property reviews, guest book entries, property location, suitability, safety claims, photo accuracy, pricing or availability information, or any other information published on the Service is accurate or up-to-date even in the case where travelers have searched for specific dates or types of properties, or similar scenarios.

We also may from time to time create new descriptions or otherwise change the location or geographic descriptions we use to identify properties in their Listings and search results. Consequently, we may change the location or geographic description associated with any Listing at any time without notice. However, we assume no responsibility to verify Listing content or the accuracy of the location. Providers are solely responsible for ensuring the accuracy of location, geographic and other content and location or geographic descriptions and agree to promptly correct (or contact us to correct) any inaccuracy and Buyers are solely responsible for verifying the accuracy of such content and descriptions.

All other User-contributed Content is the sole responsibility of the User who contributed such Content, whether such User contributed the Content directly or through a third-party website. Users are solely responsible for their Content and we specifically disclaim all liability for User-contributed Content. The User represents and warrants that the User owns or otherwise controls and has all necessary legal rights to the User’s submission and the name or other identifier used in connection with such submission including, but not limited to, all the rights necessary to provide, post, upload, input or submit the Content. We reserve the right to require proof of ownership or permission, and to refuse to post Content without such proof, or if such proof is, in our sole discretion, insufficient.

By submitting or authorizing your Content (through act or omission), you grant to us and our affiliates a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free and fully paid-up license to use, copy, license, sublicense (through multiple tiers), adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit the copy, the photographs and the likenesses (if any) of any of your Content, in connection with our business or the business of our affiliates. Notwithstanding the foregoing, following the termination or expiration of a Listing, we will not continue to display the Content that was displayed in such Listing.

You further grant us and our affiliates the right to register copyright in and protect the User-contributed Content, including the images, copy, and Content available via any User’s Listing, from the unauthorized use of the Content by unaffiliated third parties who may, from time to time, attempt to pirate such information via electronic or other means. This includes, but is not limited to, the right to file suit to seek injunctive relief to protect such material on behalf of and in your name. You further agree to appear and assist us—at our expense and control—with protecting such copyrighted material from unauthorized redistribution.

You agree that we may sublicense all the rights granted to us under these Terms to one or more third parties we may contract with to display all or part of the User’s Listing or otherwise provide promotional or other services related to our business. In the event that you retain any rights of attribution, integrity or any other moral rights in any user-contributed content, you hereby waive your right to assert these or to require that any Personal Information be used in connection with the User-contributed Content or any derivative works thereof and affirm that you have no objection to the publication, use, modification, deletion or exploitation of the user-contributed content by us or our affiliates. You agree to sign any and all documents necessary to accomplish, effect, or perfect, the intent and purposes of this section and all other terms and provisions of this Agreement, including, without limitation, assignment, transfer, or other conveyance.

OTHER RULES OF USE.

User shall not:

• Violate any applicable law, rule, regulation, or this Agreement.
• Use a fake identity.
• Create a new or alternate account to avoid restrictions or limitation imposed on another account. Additional accounts may only be created with the advance written consent of RoomRite, with an explanation of why the additional account(s) are desired, and shall not be done for any purpose of creating confusion or deception.
• Post any Content that is false, misleading, inaccurate, fraudulent, illegal, infringing on the rights of a third party, pornographic, obscene, or otherwise not relevant to the Services and this Agreement. Upon your discovery that any Content you posted is false, misleading, inaccurate, or fraudulent, you must edit the information if it is User-editable, or contact RoomRite for correction if it is not User-editable.
• Undermine, sabotage, or otherwise interfere with another User’s business, Transactions, or Content.
• Engage in a Transaction involving illegal, counterfeit or stolen items.
• Make false claims about RoomRite, other Users, any hotel room or other products or services posted on the Service, the circumstances or outcome of any Transaction, or any Content posted on the Service.
• Engage in discrimination or hate speech of any kind, in any Content, including adverse derogatory or adverse references to age, race, national origin, religion, military status, gender identity, sexual orientation, sexual identity, or pregnancy, toward any User, its officers, directors, members, shareholders, employees, contractors, agents, or advisors, or toward RoomRite, its officers, directors, members, shareholders, employees, contractors, agents, or advisors, or toward the families of any of the foregoing (collectively, “Protected Parties”); or use the Services to engage in threats, encouragement, or commission of violence in any manner. RoomRite reserves the right to moderate, edit, or delete any Content that violates this Agreement, in RoomRite’s sole discretion, and to take additional enforcement action in its sole discretion.
• Harass, bully, impersonate, intimidate, or “dox” any Protected Party, as defined in the previous paragraph. “Dox” shall mean the acts and/or communications involved in obtaining a person’s personal information such as, for example and without limitation, real name, phone number, home address, work address, email address, for the purpose of harassing, threatening, “canceling,” or other purposes harmful or adverse to the subject’s personal life, work life, reputation, or physical or mental health.
• Falsely claim a hotel room or other product or service was not as described, or make any other false claims.
• Communicate with or send messages to a User to force or intimidate the User into terms outside of the agreed upon Transaction.
• attempt to interfere with or disrupt the Services;
• attempt to gain unauthorized access to the Services or any related website, other accounts, computer systems, or networks connected to the Services, through hacking, password mining, or any other means;
• attempt to scan or probe or attempt to defeat or compromise, any security measures of the Services, or any systems or networks operated by RoomRite;
• copy, modify, create a derivative work of, or distribute any portion of the Services. All software, applications, and modules (collectively referred to in this Agreement as “Software”) used on the Services are proprietary to RoomRite, or are licensed to RoomRite by other parties.
• rent, lease, sublicense, resell, or provide access to the Services on a time-share or service bureau basis, or attempt to reverse engineer, translate, decompile, create a derivate work, or otherwise analyze the software, including the scripts/logic contained in the web pages downloaded to your web browser from the Services, and the URLs transmitted to and from your browser. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other intellectual or proprietary right, or any other harm resulting from your use of the Services. Notwithstanding the foregoing, if you are notified by RoomRite that you are prohibited from using the Services, then any subsequent access by you or on your behalf shall be unauthorized and unlawful.
• access, monitor or copy any Content or information of the Services using any robot, spider, scraper or other automated means or any manual process for any purpose without the express written permission of RoomRite;
• violate the restrictions in any robot exclusion headers on this Website or bypass or circumvent other measures employed to prevent or limit access to the Services;
• take any action that imposes, or may impose, in the discretion of RoomRite, an unreasonable or disproportionately large load on the Service’s infrastructure;
• deep-link to any portion of the Services for any purpose;
• deliver any unlawful (according to local, state, federal, or international law or regulation) Content to or through the Services, or any postings which advocate illegal activity;
• deliver, or provide links to, any postings containing material that could be considered harmful, obscene, pornographic, indecent, lewd, violent, abusive, profane, insulting, threatening, tortuous, harassing, hateful or otherwise objectionable;
• deliver, or provide links to, any postings containing defamatory, false or libelous material;
• deliver any Content that infringes or violates any intellectual property or other right of any entity or person, including, without limitation, copyrights, patents, trademarks, laws governing trade secrets, rights to privacy, or publicity;
• deliver any Content which you do not have a right to make available under law or contractual or fiduciary relationships;
• manipulate identifiers, including by forging headers, in order to disguise the origin of any posting that you deliver;
• use the Services in any manner which could damage, disable, overburden, or impair or otherwise interfere with the use of the Services or other users' computer equipment, or cause damage, disruption or limit the functioning of any software, hardware, or telecommunications equipment;
• obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, including harvesting or otherwise collecting information about others such as email addresses; or
• do, create, or implement any other thing or activity which tampers with, sabotages, undermines, or otherwise adversely affects the Services, the security, integrity, or reputation of the Services, or RoomRite’s rights in the Services.

NO TRANSFER OF OWNERSHIP.

RoomRite does not transfer legal ownership or any legal interest in a hotel room or other product or service.

FEES AND TAXES.

We charge a Service Fee payable by Users who book a Hotel Stay (or purchase other products or services offered on the Service from time to time) originating on the Service via a checkout function. The Service Fee is determined by us in our sole discretion and may vary from time to time. The Service Fee covers the use and costs associated with provision of the Service, and is non-refundable upon checkout on our Service, even if the User later cancels the Transaction/reservation. Cancelations are governed by the User’s separate contract with the hotel or other applicable Provider.

The Service Fee is calculated as a percentage of the total Transaction amount, which may or may not include additional Hotel Charges. Buyer is responsible for all Hotel Charges, which shall be paid by Buyer. Hotel Charges may be collected by us or may be required to be paid directly to the Provider, outside of the Service.

Depending on the laws of the jurisdiction of the User, sales tax, VAT or other legally required taxes or charges may be charged on top of the Service Fee (“Total Cost”). The Total Cost will be displayed to Buyers at the time of booking. The Total Cost will be charged after both the Buyer and Provider accept the Transaction. The Service Fee will only be refunded in the event a User is entitled to a refund of the entire Hotel Stay amount (or purchase amount of other product or service) under the terms of the cancellation policy presented in the Listing. Any taxes alleged to be owed by any taxing authority on the service fee are the responsibility of RoomRite and Users have no responsibility for any such claimed tax liability. In the event of a refund of a Service Fee to User, User will only receive a refund of taxes and other charges paid if such monies are recoverable under law or contract, and RoomRite is not required to assist in such recovery unless required by law. Users agree not to attempt to avoid or circumvent, nor encourage or advise another User or member of the public to attempt to avoid or circumvent, the Service Fee.

We may, in our discretion, charge a listing fee or commission to Providers for Hotel Stays booked via the Service. If a Provider is entitled to a commission from a hotel, such commission is governed by your contract with the hotel. RoomRite is not a party to such contract and not responsible for hotel-owed commissions.

Initially, RoomRite offers Hotel Stays located in the United States. Pricing shall be listed in U.S. dollars, and Transactions paid in U.S. dollars. In the event RoomRite expands its offerings to other countries, RoomRite may allow pricing of those Listings to be shown in the currency of the applicable country, and Transactions paid in the currency of that jurisdiction. Different currency choices are generally based on publicly available currency rates and are not guaranteed to be the best rate available. If your currency of choice is not supported for a booking, you’ll be charged in the shown currency. In any event, the currency and exact amount you will pay will be displayed clearly at check out. Note that if you pay in a currency different than the currency of your card, your bank or card provider may charge you foreign exchange, transaction, or other fees, for which you are solely responsible.

The Service Fees are listed on the Service. We may change our Service Fees from time to time and will make reasonable commercial efforts to notify Users of the changes, for example, without limitation (which methods may be individual or cumulative), notification by email or posting within the Services; however, RoomRite is not responsible for a User’s failure to become aware of Service Fee changes, and all Users will be responsible for Service Fee changes if they desire to continue to use the Services. RoomRite may, at any time and from time to time, establish differential pricing tiers for Services based on, for example and without limitation, type of User, number of Listings, levels and options of Services, etc.

You must pay all fees and applicable taxes associated with your use of our Services. If your payment method fails or your account is past due, we may collect amounts owed by charging other payment methods on file with us, or if no payment is available, we may suspend, limit, or terminate your access to or use of the Services.

PAYMENT PROCESSING.

Payment processing services will be provided through a third-party payment processor of RoomRite’s choice (the “Payment Processor”). You agree to pay all fees and payments using the Payment Processor. By engaging in a Transaction on the Service, you agree to be bound by the Payment Processor’s terms of service and privacy policy. We do not control and are not liable for the security or performance of the Payment Processor. RoomRite does not store your credit card information. Credit card information and payment details are processed and stored with the Payment Processor in accordance with their terms.

SOCIAL MEDIA OR THIRD PARTY WEBSITES.

If the Service offers a tool or service that allows interaction with information  you have provided to Facebook, Instagram, or other third party website or application (each a “Social Media Site,” regardless of type) and you decide to use such tool or service,  you acknowledge and agree that:

• The information or content that is part of your Social Media Site profile, which you have designated as “public” or similar designation (“Social Media Content”) will be visible to and accessible by us;
• Any of your Social Media Content may interact with the Service in a way that it results in becoming Content on the Service;
• In the event that your Social Media Content was for any reason misclassified as public or similar designation, or is otherwise inaccurate or to which you do not agree for any reason, it is your responsibility to work with the Social Media Site to make any changes or resolve any disputes and you acknowledger and agree that we are not responsible for the operation of the Social Media Site and cannot and will not provide you with recourse;
• The operation of your profile and account on the Social Media Site shall continue to be governed by the terms and conditions and privacy policy of the Social Media Site.

POLICY ENFORCEMENT.

If we believe, in our sole discretion, you are abusing RoomRite, the Services, any User, or any product or service, in any way, or otherwise violating our policies, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your account(s) and access to our Services, delay, demote, or remove your Content, remove any special status associated with your account(s), reduce or eliminate any discounts, charge you additional fees (e.g. for recovery of expenses associated with policy monitoring and enforcement), and/or take technical and/or legal steps to prevent you from using our Services.

RoomRite may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services and your right to use the Services to anyone for any reason at our discretion.        

SEARCHING WITHIN THE SERVICES.

We strive to create a marketplace where Users find what they are looking for. Therefore, the appearance or placement of products in search and browse results will depend on a variety of factors, including, but not limited to: User’s location, search query, browsing site, and type of account listing the item (e.g. some accounts may have paid for higher priority in search results). Placement will be determined in RoomRite’s sole discretion.

RATINGS.

RoomRite may, in its sole discretion, offer a User ratings feature. If offered, at the conclusion of each and every Transaction, each party will be afforded the opportunity to rate the service and cooperation of the other party.  Ratings and average ratings may be visible to other Users. In its sole discretion, RoomRite may require Users who have engaged in Transactions to maintain a minimum rating, and may implement Services recourse for failure to maintain minimum ratings, including without limitation, probationary periods, suspension or termination of account, or any other remedy described in this Agreement.  RoomRite’s decision as to how to apply User’s ratings will be final and can be amended without notice.

USER FEEDBACK

User Feedback means and includes all comments, statements, feedback, suggestions and ideas disclosed, submitted or offered to RoomRite in connection with use of the Services, whether via email, web contact, comments on the Services, or any other manner, and whether such User Feedback is visible to other Users, other persons, or not. User Feedback is included in the broader definition of “Content.”

You are solely responsible for your User Feedback, and RoomRite disclaims any responsibility and assumes no liability with respect to User Feedback. You may provide feedback only that is relevant to the Services. You may not “spam” or otherwise misuse, undermine, or sabotage the feedback system or any other component of the Service. We may block Users, close accounts, or take other legal action to protect the capacity and integrity of any feedback system and all other components of the Service. We assume no obligation to keep any feedback you provide confidential, and we reserve the right to use or disclose such information in any manner.

By providing User Feedback, you represent and agree that: (a) you are the owner of such User Feedback and all creations, inventions, and protectable work and ideas mentioned or embodied therein, or have been granted all the rights necessary from the owner thereof to provide such User Feedback to RoomRite, for the use by RoomRite and its affiliates and third party providers, (b) you grant to RoomRite a non-exclusive, worldwide, royalty-free license to use the User Feedback, and all of your Content, on the Services, and (c) the use of such User Feedback on the Services by RoomRite will not infringe the intellectual property rights of or otherwise violate the rights of any third RoomRite will not use the intellectual property rights associated with any suggestions, creations, inventions, copyrightable works, or other protectable ideas contained, embodied, or derivable from your User Feedback, other than in accordance with the license set forth in (b) above, except as may be provided in a mutually negotiated license agreement between you and RoomRite. RoomRite is not under any obligation to maintain your User Feedback (including the use of your name or username with any User Submissions) in confidence.

The information and opinions expressed in User Feedback on the Services are not necessarily those of RoomRite or its Content providers, advertisers, sponsors, affiliated or related entities, and RoomRite makes no representations or warranties regarding any User Feedback. RoomRite does not represent or guarantee the truthfulness, accuracy, or reliability of any User Feedback or determine whether the User Feedback violate the rights of others. You acknowledge that any reliance on material posted by other users will be at your own risk.

UNSOLICITED IDEAS.

From time to time, Users submit to us ideas or suggestions pertaining to our business, such as ideas for new or improved products or technologies, website or tool enhancements, processes, materials, marketing plans or new product names (“Ideas”). We are under no obligation to review or consider them. If you choose to submit any Idea in any form to us, then regardless of what you say, write or provide to us in connection with your Idea, the following terms shall apply. The sole purpose of this policy is to avoid potential misunderstandings or disputes in the event that any part of our business, such as our products, services, websites, technologies or marketing strategies, seems similar to any of your Ideas. If you provide any Ideas to us, you agree that: (i) your Idea and its contents will automatically become the property of RoomRite, Inc., without any compensation to you; (ii) we may use or redistribute all or part of any such Idea, and any derivative work or creation, and any or all intellectual property embodied therein, for any purpose and in any way; (iii) there is no obligation for us to review or implement any Idea; and (iv) there is no obligation on us to keep any Idea confidential.

TERM; DELETION.

This Agreement will remain in full force and effect any time you access or use the Services, except that all payment terms and other terms which by their nature must survive termination of this Agreement for their whole and complete fulfillment shall so survive.

You may close your account at any time, including the options for User Content destruction, in your User Settings. IN THE EVENT OF ANY BREACH OF THIS AGREEMENT BY YOU, YOUR ACCOUNT (INCLUDING THE ACCOMPANYING USERNAME AND PASSWORD) MAY BE CLOSED OR SUSPENDED AT THE SOLE DISCRETION OF ROOMRITE WITH OR WITHOUT NOTICE, REGARDLESS OF THE REASONS FOR THE BREACH OF THIS AGREEMENT BY YOU. IN ADDITION, YOUR ACCOUNT AND YOUR ACCESS TO THE SERVICES MAY BE TERMINATED IMMEDIATELY IN ROOMRITE'S SOLE DISCRETION, WITH OR WITHOUT NOTICE, FOR ANY OTHER REASON, OR NO REASON. RoomRite is not required to disclose, and may be prohibited from disclosing, a reason for the termination of your account or your access to the Services. Even after your account or access is terminated, this Agreement will remain in effect.

If the User requesting closure of an account is a Provider who has pending Transactions for one or more hotel rooms or other products or services which are or were listed on the Service, (1) the Provider shall notify the other Users to the potential or pending Transaction of the Provider’s request to close the account, (2) the Provider shall be responsible for ensuring all parties to any potential or pending Transaction(s) have each others’ contact information and other means of communicating, and (3) Provider shall honor any and all pending reservations or sales outside the Services.

If a User requesting closure of an account is a Buyer who has pending Transactions for one or more hotel rooms or other products or services which are or were listed on the Service, Buyer remains responsible for compliance with the terms of any Contract associated with the Transaction, for example, without limitation, with respect to payment, cancelation, refunds, etc.

User acknowledges and agrees that closure of User’s account shall not be done for any deceptive or fraudulent purposes, including without limitation, to avoid any contractual obligations associated with a Transaction. If you request that we close your account, we may, in our sole and absolute discretion, retain the information and other data associated with any product or service you listed on the Service.

ACCOUNT SECURITY.

You are fully responsible for maintaining the confidentiality of the username and password that you designate during the registration process and for all activities that occur under your username and password and during the usage of the Services by you, other users in your organization, and any minors who may gain access to your account. You agree to (a) immediately notify RoomRite of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. RoomRite will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature.

AGE AND AUTHORITY TO USE.

Persons under the age of 18 are not eligible to use any services on the Services. By accessing, using, or registering on the Services, you represent and warrant that: (a) you are an individual who is at least 18 years of age, and are legally competent to enter into contracts, (b) you are authorized and legally able, and have the right, authority and capacity, to enter into this Agreement on behalf of your organization and to bind your organization to this Agreement, and (c) all information you supply on the Services are truthful, complete, correct and accurate. Without limitation, any speculative, false, or fraudulent post or any post in anticipation of demand, is prohibited, whether such actions are conducted by you or other persons who access your account. Registration on and use of the Services are void where prohibited.

DISABILITY ACCOMMODATIONS.

RoomRite has no special knowledge regarding the suitability of any product for disabled persons. Please contact the Breeder/Seller/Lender directly for information concerning such suitability.

ALLOCATION OF RESPONSIBILITY.

RoomRite assumes no responsibility for Content posed by Users and no responsibility for the activities, omissions or other conduct of Users. RoomRite acts as a portal for the online distribution and publication of User submitted information and has no obligation to screen communications or information in advance and is not responsible for screening or monitoring Content posted by Users. If notified by a User of Content which allegedly does not conform to this Agreement, RoomRite may investigate the allegation and determine in good faith and its sole discretion whether to remove or request removal of such Content. RoomRite has no liability or responsibility to Users for performance or nonperformance of such activities. RoomRite may take any action with respect to User submitted information that it deems necessary or appropriate, in its sole discretion. Nothing on the Services shall be considered an endorsement, representation or warranty with respect to any product, User, or third party, whether in regard to its website, products, services, experience, or otherwise.

NO WARRANTY; LIMITATION OF LIABILITY.

While RoomRite endeavors to provide, and to allow others to provide, useful information and helpful Transactions, you acknowledge that such information is often reliant upon third party data and contributions, that there are certain inherent limitations to the accuracy or currency of such information, that information may be incomplete or may contain inaccuracies, and that information on the Services may be outdated or contain errors, omissions or misinterpretations of information. You further acknowledge that information contained on the Services are based on the data obtained by or submitted to RoomRite, which may be incomplete or inaccurate, and may rely on interpretations of the information gathered by or submitted to RoomRite. Neither the information contained on, nor the services provided through the Services, are an endorsement of any particular product or are a guarantee of a product’s quality or other characteristics. Furthermore, you should independently verify the accuracy of any information you obtain on the Services before using it. You agree to be solely responsible for your use of the Services.

For example, and without limiting the foregoing, if any maps or other third party tools are provided on the Service, the content and accuracy of such maps or third party tools are solely the responsibility of the third party provider and are subject to the terms and conditions and privacy policy of the third party provider, which you expressly acknowledge and agree to.

THE SERVICES ARE PROVIDED ON AN ‘AS IS’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. ROOMRITE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES AND ANY PRODUCTS LISTED OR TRANSACTED THROUGH THE SERVICSE. ROOMRITE MAKES NO WARRANTIES ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICES OR ANY PRODUCTS LISTED OR TRANSACTED THROUGH THE SERVICES.

WITHOUT LIMITING THE FOREGOING:

• ROOMRITE DOES NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR FREE OR THAT THE SERVICES ARE FREE FROM THIRD PARTY VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SERVICES RESULTS DIRECTLY OR INDIRECTLY IN THE NEED FOR SERVICING OR REPLACING OF EQUIPMENT OR DATA, ROOMRITE IS NOT RESPONIBLE FOR THE COSTS.
• RoomRite makes no representations or guarantees regarding the truthfulness, accuracy, legality, completeness, timeliness, reliability, or propriety of any Content posted by Users, or of any other form of communication engaged in by Users. Content may contain inaccuracies or typographical errors. There may exist on or within the Services from time to time Content posted in violation of this Agreement, for a period of time before RoomRite is aware of it and can take action on it; and further, RoomRite reserves the right in its sole and absolute discretion to determine whether Content violates this Agreement. You agree that any reliance on Content posted by Users, or in any other form of communication with Users is at your own risk.
• RoomRite makes no representations or guarantees regarding the Content of the Services or any  products listed on or transacted through the Services, including, but not limited to, broken lines, inaccuracies, or typographical errors.
• RoomRite is not responsible for, and makes no representations or warranties regarding, the geographic location, general surroundings, or safety of any hotel, hotel room, other accommodation, event, or similar facility shown on the Service. Travel to some destinations may involve more risk than others, and users travel at their own risk. We urge users to research the location they wish to visit and to review travel prohibitions, warnings, announcements and advisories issued by the government before booking. U.S. information may be found at www.state.gov, www.tsa.gov, www.dot.gov, www.faa.gov, www.cdc.gov, www.treas.gov/ofac  and www.customs.gov.
• TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ROOMRITE AND ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, SUPPLIERS, LICENSORS, CONTRACTORS, AGENTS OR OTHERS INVOLVED IN CREATING, SPONSORING, PROMOTING, OR OTHERWISE MAKING AVAILABLE THE SERVICES AND ITS CONTENTS (COLLECTIVELY WITH ROOMRITE, THE “INDEMNIFIED PARTIES”) BE LIABLE TO ANY PERSON OR ENTITY WHATSOEVER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, COMPENSATORY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO: (I) LOSS OF GOODWILL, PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR OTHER INTANGIBLE LOSSES; (II) YOUR INABILITY TO USE, UNAUTHORIZED USE OF, OR PERFORMANCE OR NON-PERFORMANCE OF, THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS; (IV) THE PROVISION OR FAILURE TO PROVIDE ANY SERVICE; (V) ERRORS OR INACCURACIES CONTAINED ON THE SERVICES OR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICES; (VI) ANY TRANSACTIONS FACILITATED BY THE SERVICES; (VII) ANY PROPERTY DAMAGE, INCLUDING DAMAGE TO YOUR COMPUTER OR COMPUTER SYSTEM CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, DURING OR ON ACCOUNT OF ACCESS TO OR USE OF THE SERVICES OR ANY WEBSITE TO WHICH IT PROVIDES HYPERLINKS; (VII) YOUR OR ANY OTHER USER’S VIOLATION OF LAW, VIOLATION OF THE TERMS OF THIS AGREEMENT, OR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY; OR (IX) DAMAGES OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, ANY DELAY OR INABILITY TO USE THE SERVICES, OR ANY INFORMATION, PRODUCTS, OR SERVICES OBTAINED THROUGH THE SERVICES. THE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF A COVERED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
• USERS ARE NOT AGENTS, AFFILIATES OR EMPLOYEES OF THE INDEMNIFIED PARTIES. TO THE EXTENT PERMITTED BY LAW, THE INDEMNIFIED PARTIES DO NOT ASSUME LIABILITY FOR ANY INJURY, DAMAGE, DEATH, LOSS, ACCIDENT OR DELAY DUE TO AN ACT OR OMISSION OF ANY OTHER USER, INCLUDING, WITHOUT LIMITATION, AN ACT OF NEGLIGENCE OR A BREACH BY A USER, OR FOR ANY OTHER WRONGDOING OF A USER (INCLUDING, WITHOUT LIMITATION, ANY LIABILITY IN TORT). INDEMNIFIED PARTIES SHALL NOT BE RESPONSIBLE FOR ANY USER’S BREACH OF ANY WARRANTY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY.
• AN INDEMNIFIED PARTY SHALL NOT BE LIABLE FOR ANY FAILURE OF, OR DELAY IN, THE PERFORMANCE OF ITS OBLIGATIONS DUE TO EVENTS (OR THE EFFECTS OF EVENTS) BEYOND ITS REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO: DELAYS IN TRANSPORTATION, COURIERS, CARRIERS, CUSTOMS, PORTS, OR THE LIKE; INTERFERENCE BY ANY THIRD PARTY; SHORTAGE OF MATERIALS; STRIKE; LOCKOUT; WORK STOPPAGE; LABOR DISPUTE; UTILITY OUTAGE; FIRE; EXPLOSION; FLOOD; EARTHQUAKE; TORNADO; NAMED WINDSTORM; ACTS OF A PUBLIC ENEMY (FOR EXAMPLE AND WITHOUT LIMITATION, ACTIVE SHOOTER, BOMB, TERRORISM, OR THREATS OF SAME); POLITICAL UNREST; PROTEST; PANDEMIC DISEASE OUTBREAK; LOCAL DISEASE OUTBREAK; ACT OF GOD; ANY OTHER NATURAL DISASTER OR THIRD PARTY DISASTER; TRADE SANCTION; EMBARGO; ACT OF WAR; SABOTAGE; CONDITION CAUSED BY NATIONAL EMERGENCY OR STATE OF EMERGENCY DECLARED BY APPLICABLE JURISDICTION; GOVERNMENT SHUTDOWN; NEW OR CHANGED JUDICIAL, EXECUTIVE, LEGISLATIVE, ADMINISTRATIVE, OR OTHER LAW, RULE, ORDER, OR GOVERNMENT ACT; OR ANY OTHER ACT OR CAUSE BEYOND THE REASONABLE CONTROL OF SUCH INDEMNIFIED PARTY.
• YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES, THE INTERNET GENERALLY, AND THE CONTENT OR MATERIALS THAT YOU POST, PROVIDE, OR ACCESS AND FOR YOUR CONDUCT ON AND OFF THE SERVICES.
• BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO YOU. IF ANY ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN ROOMRITE’S MAXIMUM LIABILITY TO YOU FOR ANY NON-DIRECT TYPE OF DAMAGES SHALL BE LIMITED TO THE GREATER OF THE TOTAL AMOUNT OF FEES YOU HAVE PAID US IN CONNECTION WITH ANY TRANSACTION(S) FROM WHICH A DISPUTE ARISES, OR U.S. $200.00 IN THE AGGREGATE.
• IN NO EVENT SHALL ANY INDEMNIFIED PARTY BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF THE GREATER OF THE TOTAL AMOUNT OF FEES YOU HAVE PAID US IN CONNECTION WITH ANY TRANSACTION(S) FROM WHICH A DISPUTE ARISES, OR U.S. $200.00 IN THE AGGREGATE.
• Due to the nature of this Agreement, in addition to money damages, to the extent allowed by law, you agree that RoomRite will be entitled to equitable relief upon breach of this agreement by you.

INDEMNIFICATION.

You shall indemnify, defend and hold the Indemnified Parties harmless from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature (“Damages”), whether known or unknown, suspected or unsuspected, arising out of or in any way connected with your use or abuse of the Service; your breach of this Agreement; any dispute between you and another User of the Service; any dispute between you and any third party; your violation of any law, rule, regulation, judicial order, government order, permit, license, authorization, or other government requirement; your violation of RoomRite’s rights or the rights of any third party; or the activities and/or transactions contemplated or facilitated hereby, brought by you or on your behalf, or by third parties. Without limitation, Damages shall include an Indemnified Party’s attorney’s fees with the legal counsel of its choosing incurred at arbitration, mediation, pretrial, trial (whether or not conducted in violation of mandatory arbitration or mediation terms, if applicable), appeal, enforcement, or bankruptcy, whether or not a lawsuit is filed. An Indemnified Party shall have control over the course of, and any settlement of, any action against it.  

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IN JURISDICTIONS WITH SIMILAR STATUTES OR REGULATIONS, YOU WAIVE THEM TO THE EXTENT ALLOWED BY LAW.

COPYRIGHT COMPLAINTS; DMCA.

RoomRite respects the intellectual property of others. RoomRite will promptly process and investigate notices of alleged infringement and will take appropriate and required actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, RoomRite may, and may be legally required to, act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. RoomRite may terminate access for Users who are repeat infringers, or on first offense if the infringement or other characteristic of the situation is severe, malicious, or otherwise urgent, or if RoomRite deems the User’s presence on the Service to be problematic in any way.

Notifying RoomRite of Copyright Infringement: To provide RoomRite notice of an infringement, you must provide a written communication to the attention of "Copyright Protection" care of 100 East Pine Street, Suite 110, Orlando, FL 32801, with a copy to atyourservice@roomrite.io, which sets forth the information specified by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). YOU MAY BE LIABLE FOR DAMAGES (INCLUDING COSTS AND ATTORNEYS' FEES) IF YOU MATERIALLY MISREPRESENT THAT AN ACTIVITY IS INFRINGING YOUR COPYRIGHT. If you are uncertain whether an activity constitutes infringement, you should seek the advice of an attorney.

Providing RoomRite with Counter-Notification: If we remove or disable access to Content in response to an infringement notice, we will make reasonable attempts to contact the owner or administrator of the affected site or content. If you feel that your material does not constitute infringement, you may provide RoomRite with a counter notification by written communication to the attention of "Statement of Non-infringement" care of 100 East Pine Street, Suite 110, Orlando, FL 32801, with a copy to atyourservice@roomrite.io, which sets forth all of the necessary information required by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). If you are uncertain whether an activity constitutes infringement, you should seek the advice of an attorney.

SOFTWARE; UNITED STATES EXPORT CONTROLS.

The Service is controlled and operated by RoomRite or an affiliate of RoomRite in the United States. Software available on the Service (the “Software”) is subject to United States export controls. No Software available on the Service or software available on any other site operated by RoomRite or an affiliate of RoomRite in the United States may be downloaded or otherwise exported or re-exported (i) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the United States has embargoed goods, or (ii) anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. By using the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

All Software associated with the Service is copyrighted work, owned or licensed by RoomRite or an affiliate of RoomRite. Your use of such Software is governed by these Terms and the terms of any additional license agreement that accompanies or is included with such Software. If the Software is not accompanied by an additional license agreement, we hereby grant you a limited, personal and nontransferable license to use the Software for viewing and using this Site in accordance with these Terms and for no other purpose.

COPYING OR REPRODUCING ANY SOFTWARE AVAILABLE ON THIS SITE IS EXPRESSLY PROHIBITED, EXCEPT AS SPECIFICALLY PROVIDED FOR IN A LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.

NON-DISPARAGEMENT.

You acknowledge and agree that you, on behalf of yourself, and as applicable, your heirs estate, affiliates, and their respective employees, agents, owners, officers, members, shareholders, and directors (“User Parties”), shall maintain professional decorum, even in the event of disagreement or dispute with us or another User. You will not, nor permit your User Parties, nor encourage any other person or entity to disparage or encourage others to disparage another User or User Party, or any of a User Party’s past or present Business Relations, or family members thereof (collectively, all, “Protected Parties”), or the products or services of any of the foregoing. You have a duty to notify your User Parties regarding this provision. For purposes of this Agreement, the term “disparage” includes, without limitation:

• derogatory or inflammatory, opinionated or unsubstantiated, comments or statements to the press, on social media, to Company's Bsiness Relations or to the public, that would adversely affect ina ny manner:
  1. the conduct of any business or personal life of a Protected Party (including, without limitation, any business plans or prospects), or
  2. the business or personal reputation of a Protected Party.
• attempts at “doxing” a Protected Party (i.e. obtaining public or private information about the person/company and disseminating it in a manner intended to cause harm of any kind), or attempting to have a Protected Party “canceled” (i.e. to adversely influence public perception of the person/company to induce loss of job or business, or to cause harm or threat of harm).

Nothing herein shall prohibit a User or User Party from making factual statements supported by evidence, and provided that such person or entity shall characterize such facts in a truthful, factual, professional, non-inflammatory manner.

WAIVER OF JURY TRIAL.

AS A MATERIAL INDUCEMENT FOR PROVIDING AND ENGAGING IN THE SERVICES AND FOR THIS AGREEMENT, EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION RELATED TO, BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS DESCRIBED OR CONTEMPLATED HEREBY, AND/OR ANY RELATIONSHIP, COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY INCLUDING, BUT NOT LIMITED TO, SUBSEQUENT ACTIONS TAKEN IN ENFORCEMENT OF ANY PARTY’S RIGHTS UNDER THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY EACH PARTY, AND EACH SUCH PARTY ACKNOWLEDGES THAT NONE OF THE OTHER PARTIES NOR ANY PERSON ACTING ON BEHALF OF ANY OTHER PARTY HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EACH PARTY HEREBY FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION, AND FURTHER HAS HAD THE OPPORTUNITY TO HAVE THE LEGAL COUNSEL OF ITS CHOOSING REVIEW THIS WAIVER AND THE ENTIRE AGREEMENT, OR ELSE HAS WAIVED SUCH OPPORTUNITY. IT IS THE PARTIES’ INTENTION THAT BY THIS WAIVER, ANY DISPUTE OF ANY NATURE WHATSOEVER, IN CONTRACT OR IN TORT OR OTHERWISE, OR IN ANY WAY WHATSOEVER RELATED TO BUSINESS BETWEEN THEM SHALL NOT BE TRIED BY A JURY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.  

WAIVER OF CLASS ACTION.

AS A MATERIAL INDUCEMENT FOR PROVIDING AND ENGAGING IN THE SERVICES AND FOR THIS AGREEMENT, AND WITHOUT WAIVING ANY REQUIREMENTS FOR MEDIATION AND ARBITRATION (IF APPLICABLE), AND TO THE EXTENT ALLOWED BY LAW, THE PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

DISPUTE RESOLUTION; ARBITRATION.

Any and all disputes arising out of or related to the Service or this Agreement, shall be resolved in accordance with the Consumer Arbitration Rules of the American Arbitration Association, or other AAA arbitration rules, except as modified here, by one arbitrator. The arbitrators shall apply the laws of the State of Florida, make findings of fact and a legal conclusion. The arbitrator shall award recovery of attorney’s fees to the prevailing party in accordance with the “Prevailing Party Attorney’s Fees” section below. The parties shall have a right of appeal to a court of law, to review the legal conclusion for legal error, correction or vacatur, but the arbitrator’s findings of fact shall be binding. The arbitral procedure shall be conducted in the English language.

Mandatory Pre-Arbitration Procedure for Users:

Prior to initiating arbitration, you agree to give us the opportunity to resolve any Claims by notifying us of the Claim in writing and attempting in good faith to negotiate an informal resolution.

You must send, by certified mail, a written and signed Notice of Dispute (“Notice”) addressed to: 100 East Pine Street, Suite 110, Orlando, FL 32801, with a copy to atyourservice@roomrite.io. The Notice must contain the following information: (1) your name, (2) your address, (3) the email address associated with your account, (4) a brief description of the nature of your complaint, (5) the resolution that you are seeking, and (6) your signature.

If we are not able to resolve your complaint within 60 days of you providing Notice, you may commence an arbitration proceeding. Engaging in this pre-arbitration dispute resolution and notification process is a requirement that must be fulfilled before commencing arbitration. AAA does not have authority to administer or adjudicate the claim unless and until all pre-arbitration dispute resolution and notification requirements have been met. The statute of limitations shall be tolled while the parties engage in the dispute resolution process required by this section.

To initiate arbitration after providing Notice and non-resolution of the claim within 60 days, you must file the Demand with the AAA as specified in the AAA Rules. The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879.

A party initiating an arbitration against us must send the written Demand for Arbitration to 100 East Pine Street, Suite 110, Orlando, FL 32801, with a copy to atyourservice@roomrite.io,  concurrent with filing the Demand with AAA.

Arbitration shall be conducted by a single arbitrator selected in accordance with the AAA Rules or by mutual agreement between you and us. The Arbitration shall be held either: (i) at a location determined by AAA pursuant to the AAA Rules (provided that such location is reasonably convenient for you and does not require travel in excess of 100 miles from your home or place of business); or (ii) at such other location as may be mutually agreed upon by you and us; or (iii) via videoconference; or (iv) at your election, if the only claims in the arbitration are asserted by you and are for less than $40,000 in aggregate, by telephone or by written submission.

PREVAILING PARTY ATTORNEY’S FEES

In the event of any dispute arising under this Agreement (including if filed in violation of the Arbitration requirement), whether or not a lawsuit or other proceeding is filed, and at all levels of arbitration, collections, pre-trial, trial, appeal, enforcement, collection, bankruptcy, and any petition, investigation, or proceeding by or involving any government agency, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs, including attorney’s fees and costs incurred in litigating entitlement to attorney’s fees and costs, as well as in determining or quantifying the amount of recoverable attorney’s fees and costs. The reasonable costs to which the prevailing party is entitled shall include costs that are taxable under any applicable statute, rule, or guideline, as well as non-taxable costs, including, but not limited to, costs of investigation, court costs, copying costs, electronic discovery costs, telephone charges, mailing and delivery charges, information technology support charges, consultant and expert witness fees, travel expenses, court reporter fees, and mediator fees, regardless of whether such costs are otherwise taxable.

EXCEPTIONS TO ARBITRATION REQUIREMENT.

RoomRite will have available, in addition to any other right or remedy available to it under law or equity, to the extent allowed by law, the right to obtain an injunction from a court of competent jurisdiction restraining your breach of this Agreement and to specific performance of any such provision of this Agreement. You agree that no bond or other security shall be required in connection with such injunction.

GOVERNING LAW; JURISDICTION; VENUE.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by the laws of the State of Florida. The place of arbitration and any appeals shall be held in Orange County, Florida. The parties waive any claims that Orange County, Florida, constitutes an inconvenient forum. The parties agree that any arbitration award may be enforced by the relevant party against assets of the other party wherever those assets are located or may be found, and a judgment upon any such arbitration award may be entered into by any court of competent jurisdiction thereof and for this purpose, the parties expressly submit to the jurisdiction of any such court.

ENTIRE AGREEMENT.

This Agreement, together with the Privacy Policy, as may be amended from time to time, constitutes the complete and exclusive agreement between you and RoomRite concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement.

SEVERABILITY.

It is not the intent of the parties to exceed the bounds of the law. If any term or provision of this Agreement is deemed unenforceable as written, it shall, if possible, be judicially revised as closely as possible to the parties’ original intent in a manner consistent with the law, or else deleted if no legal revision is possible, and in any case the remainder of this Agreement shall remain in full force and effect, as closely as possible to the Agreement’s original intent.

WAIVER.

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and RoomRite’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

MODIFICATION, SUSPENSION OR DISCONTINUANCE OF WEBSITE.

RoomRite reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part of the Services) with or without notice to you. You agree that RoomRite shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services.

OUR RELATIONSHIP.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and RoomRite as a result of this Agreement or use of the Services. We reserve the right to comply with law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by RoomRite with respect to your use of the Services. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and this Agreement shall continue in effect.

NOTIFICATION.

We reserve the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if that’s what we decide.

ASSIGNMENT.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by RoomRite without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

ELECTRONIC COMMUNICATIONS.

You will communicate with RoomRite electronically whenever you visit the Services or affiliate sites, or send e-mails to us. You consent to receive communications from RoomRite electronically. You agree that all notices, disclosures, agreements and other communications that we provide to you electronically or by facsimile satisfy any legal requirements that communications be in writing. ROOMRITE IS NOT RESPONSIBLE FOR ANY ERRORS OR DELAYS IN RESPONDING CAUSED BY AN INCORRECT E-MAIL ADDRESS PROVIDED BY YOU OR OTHER TECHNICAL PROBLEMS BEYOND OUR CONTROL.

LANGUAGE TRANSLATION.

In the event of translation of this Agreement into any other language, the English translation shall govern.

CAPTIONS.

The captions in this Agreement are only for convenience and do not, in any way, limit or otherwise define the terms and provisions of this Agreement.