Last updated: May 24, 2018
Welcome to Guesty, a property and vacation rental management platform (the “Guesty Platform”).
The Guesty Platform is owned and operated by Guesty, Inc., a Delaware corporation and its subsidiary (collectively, the “Company”, “Guesty” “we”, “us” and “our”).
Please carefully read the following Terms of Service (the "Terms"). By using, accessing or applying to register to the Guesty Platform, the customer (“Customer”) agrees to be bound by these Terms. If the Customer does not agree to these Terms, the Customer may not access or use the Guesty Platform in any way.
The Guesty Platform offers various management tools for those that rent out properties on a short term basis (each, a “Property”, and collectively, the "Properties"), to guests (the “Guests”). The Guesty Platform can also be used with third party platforms such as Airbnb (the “Third Party Channels”).
Using the Guesty Platform, the Customer can also manage interactions with external third party service providers such as housekeeping cleaners, laundry service providers and house-key handoff services (the “Third Party Service Providers”).
Each Customer has an “Account” on the Guesty Platform with which he or she can manage multiple Properties. Each Account is first and foremost accessible by the Account’s administrator (the “Admin User(s)”) and the Admin User is given access to tools for managing the Account itself. For instance, the Admin User can set up user accounts which the Admin User can assign to his or her team members so that they can manage the Properties using Guesty Platform’s Property management tools.
The Customer may also opt to use any of our additional add-on modules such as booking website, channel manager services Guest Communication Service, consulting services etc. (the "Add-On Services"), which Add-On Services may be subject to additional terms and conditions, and in connection to which the Customer's Account information may be shared with any third party affiliated to the Add-On Services, where applicable. The guest communication service (the "GCS") for example is the add-on module where our guest service experts (the "GSEare available to assist the Customer’s Guests and prospective Guests with reservations and similar reception-related matters (the “GCS”).
The Guesty Platform does not manage the Properties, the Customer does. We and our personnel do not ordinarily visit the Properties. In light of this, the following non-exhaustive list of disclaimers apply, in addition to any other express or implied disclaimers.
Properties and Guests
Information, content and data
Third parties’ services
Regulation and taxes
Applying to register
In order to use the Guesty Platform, the Customer must apply for registration. The Customer must provide true, accurate, current and complete information in the course of the Customer’s application to register to the Guesty Platform, and the Customer is fully accountable for any outcome that may result from the Customer’s failure to do so.
As we process the Customer’s application, and thereafter, following the Customer’s admission to the Guesty Platform (if admitted), we may request additional information, documentation and materials from the Customer, as we, in our discretion, deem necessary.
Once we complete processing, evaluating and considering the Customer’s application, we will determine, in our sole discretion, whether to accept or decline the Customer’s application to register to the Guesty Platform. We are not obligated to admit the Customer to the Guesty Platform. The Customer will have no plea, claim or demand against Guesty in connection with any decision we may or may not make regarding the Customer’s application or admission. Our decision is final and non-contestable. If we decline the Customer’s application to register to the Guesty Platform, these Terms will immediately terminate. [
If we believe that the registration information that the Customer provided is false or not correct, current or complete, or if we believe that the Customer has violated these Terms, we reserve the right to suspend or terminate the Customer’s application to register to the Guesty Platform. However, we have no obligation to verify the accuracy, correctness, or completeness of any information that the Customer or others have provided nor are we liable for losses or any damage resulting therefrom. The customer may not hold payments that Guesty is entitled to due to such action by Guesty.
If we admit the Customer to the Guesty Platform, the Customer must, as a first step, create an Admin. The Admin can then create and assign multiple Admin Users to his or her team members so that they can manage the Properties using Guesty Platform’s Property management tools. Each Admin User can have multiple and different types of Account permissions that the Admin is responsible for assigning. Note however, that we are not liable for errors or mistakes made with respect to such permissions.
The Customer must ensure that whomever the Customer designates to use the Guesty Platform as an Admin User or AUser, fully complies with these Terms. The Customer is liable for all acts or omissions of the Admin Users and all Users in connection with the Guesty Platform.
Admin and Admin Users access the Guesty Platform using their Account username and password. The Customer must make sure that the Admin and Admin Users change their passwords periodically. The Admin and Admin Users must maintain the confidentiality of their account login details.
Integration with Third Party Channels
If the Customer wishes to connect his or her Account to a Third Party Channel (each such interconnection is named an “Integration”), then the Guesty Platform may need to change the email or other user credential for the Customer to use with each respective Third Party Channel. The Guesty Platform will then maintain the Integration with the Customer’s account on the Third Party Channel. To do this, the Customer may need to change the email address or other user credential that he or she has listed on the Third Party Channel. Also, in order for the Guesty Platform to operate properly, the Customer must keep his or her account on the Third Party Channel connected to the Customer’s Account on the Guesty Platform.
The Customer will have no plea, claim or demand against Guesty for any loss of data, reservations or revenue due to Customer’s failure to keep his or her account on the Third Party Channel connected to the Customer’s Account on the Guesty Platform. The Customer is exclusively responsible for all consequences of such failure.
Once connected to an Integration, the Guesty Platform automatically imports the Properties and Guest related data in the Customer’s accounts on the respective Third Party Channel, such as listings, reservations, past Guests, etc. Guesty allows you to manage future reservations (reservations that were already booked where the check in is in the future) on the Guesty Platform right away. These reservations will be charged regularly.
Use of the Guesty Platform and the Add-On Services is subject to the fees at the rates, packages, schemes, amounts, overage charges and payment cycles separately provided to the Customer.
Fees that are contingent on Property booking fees are determined according to the Property booking fees reported to Guesty by the Third Party Channel or by the Customer. The Customer is obligated to report accurate, correct and true information.
We may, from time to time, change the applicable fees, rates, packages, schemes, amounts, overage charges and payment cycles. If we do so, we will put the Customer on notice of such changes, but we will not radically change these matters in a way that adversely affects the Customer, without obtaining his or her consent.
Fees are chargeable in US Dollars, but we reserve the right to offer that fees be charged in other currencies. If we do so and the Customer opts to be charged in another currency, the Customer may be subject to additional exchange fees or commissions collected by the Customer’s payment method provider.
Exchange rates are determined by a reputable third party provider and converted with the exchange rate applicable at the time the given reservation is made and is rounded up. The Customer will have no plea, claim or demand with respect to the exchange rate used or currency conversion performed.
Sales tax and other taxes may apply to the fees, in which case they will be added to the amount due and charged. We will issue and provide the Customer online receipts for the applicable fees we charge.
The Customer must pay the applicable fees using one of the payment methods we support, such as credit card. By providing the Customer’s payment information, the Customer gives his or her consent to being billed for the applicable fees, in addition to any applicable surcharges or commissions that may apply under the Customer’s agreement with his or her payment method provider. The Customer must keep the billing information that he or she provided to Guesty current, complete, and accurate, and notify Guesty promptly in case of any change in the billing information. Payments are collected by our payment and billing service providers, not Guesty. We are therefore not responsible for their mishandling of the Customer’s payment information or any related security breaches.
Except if and as expressly agreed otherwise, the Customer is not entitled to any refunds or reimbursements in connection with the Guesty Platform, the Add-On Services or the applicable fees. In any event, the Customer is not entitled to a refund for partial use of the Guesty Platform, any unused portion of the Guesty Platform, unused features of the Guesty Platform, or for any time period during which the Customer did not actually use or take advantage of the Guesty Platform.
Customer may not set off or deduct amounts from fees due to Guesty.
Fees that we are unable to charge through the payment method the Customer provided, as well as payable fees for which the Customer has not provided a payment method, are deemed overdue. Failure to settle any overdue fee within seven (7) calendar days of its original due date constitutes a breach of these Terms, entitling Guesty to suspend the Customer’s Account. Failure to settle any overdue fees within fourteen (14) calendar days of its original due date constitutes a material breach of these Terms.
Without derogating from any other rights and remedies available to Guesty under applicable law, overdue fees may accrue interest at the rate of three-quarters of one percent (0.75%) per month or part thereof, cumulative monthly on the linked capital from the due date until the date of actual payment. The Customer will reimburse Guesty for all legal costs, chargebacks, chargeback fees, credit card commissions, and attorney fees we incur in the course of collecting overdue or disputed fees. Customer shall not file a credit card charge dispute on amounts charged by Guesty, and shall instead raise all such disputes directly with Guesty.
The following fees apply in the event that a reservation for a Property is cancelled:
Due to lack of data on cancellations from Rentals United, the following policy would apply to any cancelled Rentals United reservations:
Generally, the Customer acknowledges and agrees that all Add-On Services are not immune from errors, mistakes and incorrect responses. The Customer is responsible to report to Guesty any and all errors, mistakes and incorrect responses he or she becomes aware of. Guest Communication Service (GCS)
The Customer may opt to use our GCS. Our GSE's will respond to reservation inquiries and requests originating from any connected Third Party Channels in the order which our priority system automatically determines. Our GSE's will handle tickets as follows:
White Labeled Guest Communication Service. We may also offer white labeled GCS, which we will provide subject to the restrictions and limitations specified by law. This may therefore limit the scope or types of response we are able to provide to inquiries.
Post Booking. We may also offer a Post Booking service which aims to ensure that each guest is notified how to check in and check-out, and that cleaning service is ordered for the Property after each Guest checks out. It is the Customer’s responsibility to ensure that he or she gives Guesty all information needed regarding check-ins, check-outs and cleaning service orders.
We will provide the Customer technical support for questions, problems and inquiries regarding the Guesty Platform and GCS, during our regular business days and hours, and pursuant to the support scheme, hours and channels separately conveyed to the Customer.
We will make genuine efforts to respond to the Customer’s technical questions, problems and inquiries quickly. However, we –
Note that we may also refer the Customer to the Guesty Platform’s self-help pages which provide explanatory sections about various aspects of the Guesty Platform.
Website creation services:
If the Customer retains our website creation services, he or she acknowledges and agrees that we will not be considered the “publisher” of any content he or she provides to be posted on such website and will not be liable for any consequences arising from such content. We are also not responsible for the maintenance, uptime and availability of such website.
The Guesty Platform also offers API for the Customer to develop software and other services utilizing the Guesty Platform’s features. The provisions in these Terms of Service apply to the APIs as they do to the Guesty Platform.
We will make genuine efforts to notify the Customer ahead of time on any changes or temporary suspension, but cannot guarantee that we will do so. We may, at any time and without prior notice, change the layout, design, scope, features or availability of the Guesty Platform and Add-On Services. Such changes, by their nature, may cause inconvenience or even malfunctions. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT WE DO NOT ASSUME ANY RESPONSIBILITY WITH RESPECT TO, OR IN CONNECTION WITH THE INTRODUCTION OF SUCH CHANGES OR FROM ANY MALFUNCTIONS OR FAILURES THAT MAY RESULT THEREFROM.
We may suspend the operation of the Guesty Platform or any Add-On Service, in whole, or in part, for all users, or for certain users, for periodic maintenance or similar purposes.
We may, from time to time, issue and notify the Customer of guidelines, rules and instructions addressing, among other things, technical, business, marketing and operational matters concerning the Guesty Platform and its use. The Customer shall follow these guidelines and instructions.
When using the Guesty Platform, the Customer must refrain from –
Without derogating from any of the above the Customer may not post or submit any information, or use the Guesty Platform in conjunction with any materials, that:
If the Customer finds any content on the Guesty Platform that violates these Terms, please contact Guesty at: email@example.com. We will review every request and take action as necessary.
The Customer may not access or use the Guesty Platform in order to develop or create a similar or competitive service.
WE MAY EMPLOY TECHNOLOGICAL MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE GUESTY PLATFORM. WE MAY SUSPEND THE CUSTOMER’S ACCOUNT, OR BLOCK THE CUSTOMER’S ACCESS TO, AND USE OF, THE GUESTY PLATFORM, WITHOUT PRIOR NOTICE, IF WE, IN OUR SOLE DISCRETION, BELIEVE THAT THE CUSTOMER HAVE MISUSED THE GUESTY PLATFORM.
Requests to remove content due to alleged copyright infringement, must be made in accordance with our copyright policy. After receiving a request to remove or re-post content on the Guesty Platform, we will review the request and take action as necessary.
The Guesty Platform is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Guesty Platform is made available for use and access, not sold or licensed.
All rights, title and interest in and to the Guesty Platform, including without limitation, patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights and any goodwill associated therewith (but excluding any content the Customer submits to the Guesty Platform and any content imported from third party sources), are the exclusive property of the Company and its licensors. This includes the Website’s design, graphics, computer code, domain name and “look and feel”.
The Customer may not, either by itself or by a third party on the Customer’s behalf, copy, distribute, display or perform publicly, sublicense, decompile, disassemble, reduce to human readable form, execute publicly, make available to the public, adapt, make commercial use of, process, compile, translate, sell, lend, rent, reverse engineer, combine with other software, modify or create derivative works of the Guesty Platform or any part thereof, in any way or by any means.
The Customer may not use Guesty's name, mark(s), logo(s) or domain name, or any other name, mark(s), logo(s) or domain name that is similar thereto. The Customer must refrain from any action or omission that may dilute, or damage our goodwill.
The Customer may be able to access and use the Guesty Platform through our designated mobile smartphone application (the “App”).
The Customer’s use of the App may be subject to additional third party terms and conditions that govern that application marketplace from which the Customer downloaded the App, such as Google Play or Amazon Appstore for Android. Those other third parties may be beneficiaries of these Terms, pursuant to those marketplace’s terms. Such other third parties are not responsible for providing maintenance and support services with respect to the App.
The following terms apply if the Customer downloaded an App from Apple's App Store. The Customer and Guesty agree and acknowledge as follows:
These Terms are concluded between itself and us, and not with Apple Inc. ("Apple"). Apple is not responsible for the App. In the event of a conflict between these Terms and the App Store Terms of Service then the App Store Terms of Service will prevail, solely with respect to the conflicting provisions.
The license granted to the Customer for the App is limited to a non-transferrable license to use the App on any iOS Products that the Customer owns or controls, and as permitted by the Usage Rules set forth in the App Store Terms of Service, except that such App may be accessed, acquired, and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.
The Customer acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
In the event of a failure to conform to any applicable warranty (if any warranty is applicable), the Customer may notify Apple, and Apple will refund the purchase price for the App to the Customer (if the Customer paid any). To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, will not be at Apple’s responsibility.
Apple is not responsible for addressing any claims by the Customer or any third party relating to the App or the Customer’s possession and/or use of the App, including (i) product liability claims, (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.
The Customer acknowledges that in the event of any third party claim that the App or the Customer’s possession and use of the App infringes that third party’s IP Rights, Apple will not be responsible for the investigation, defense, settlement and discharge of any such infringement claim.
The Customer must comply with applicable third party terms of agreement when using the App (e.g. the Customer must not be in violation of the Customer’s wireless data services agreement when the Customer uses the App).
Apple and Apple’s subsidiaries are third party beneficiaries of these Terms. Upon The Customer’s acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against the Customer as a third party beneficiary thereof. The Customer represents and warrants that (i) the Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) the Customer is not listed on any U.S. Government list of prohibited or restricted parties.
By the Customer
The Customer may request to terminate these Terms and the Customer’s Account by clicking the “Cancel Account” button available on the Guesty Platform, or alternatively by having the Admin send an email requesting termination to our Support email address Support@guesty.com. Termination will enter into effect once we complete processing the Customer’s request. Termination will not relieve the Customer from remitting all payments due and will not entitle the Customer to any refund.
By the Company
In addition to any remedies that may be available to Guesty under any applicable law, we may promptly temporarily or permanently deny, limit, suspend, or terminate the Customer’s Account, prohibit the Customer from accessing the Guesty Platform, and take technical and legal measures to keep the Customer off the Guesty Platform, if we, in our reasonable discretion, determine that –
In addition to the above, we may also terminate these Terms and the Customer’s Account on the Guesty Platform, upon advance notice of 14 days to the Customer (which we may provide by an email message to the Customer’s email address we have on file).
We will not be liable to the Customer for terminating the Customer’s Account or access to the Guesty Platform in accordance with the provisions of these Terms.
Upon termination of the Customer’s account -
Provisions in these Terms that by their nature are intended to survive termination of these Terms, will so survive, including the following sections: Important disclaimers, Fees, Privacy, Copyright policy Intellectual property, Termination, Disclaimer of Warranty, Limitation of liability, Indemnification, Governing law and dispute resolution, and General.
We may revise these Terms, in whole, or in part, at any time. by continuing to use Guesty Platform and Guesty services you agree that you have read our updated Terms of Service and that your use is subject to it.
In case of legal requirement or necessity, we may also introduce immediate changes to these Terms. The latest version of the Terms and its effective date will always be accessible on the Service.
Be advised, however, that issuance of guidelines, rules and instructions regarding the Guesty Platform (as set out in the section titled “Acceptable use” above), as well as changes to the applicable fees (as set out in the section titled “Fees” above), are not subject to the rules on revisions to the Terms which are described in this section. Changes on these matters will be made with notice to you, and your continued use of the Guesty Platform following such changes constitutes your acceptance of those changes.
THE GUESTY PLATFORM AND ADD-ON SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. WE AND OUR AFFILIATES, AND OUR AND OUR AFFILIATES' EMPLOYEES, DIRECTORS, OFFICERS, SUBCONTRACTORS, AGENTS AND REPRESENTATIVES (COLLECTIVELY, “PERSONNEL”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE GUESTY PLATFORM AND ADD-ON SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY, ACCURACY, ENHANCED GOODWILL OR EXPECTED BENEFITS.
NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE GUESTY PLATFORM AND ADD-ON SERVICES, WHETHER OR NOT MADE BY ANY OF OUR PERSONNEL, WHICH IS NOT EXPRESSLY CONTAINED IN THESE TERMS, SHALL BE DEEMED TO BE A WARRANTY BY US, OUR AFFILIATES, OR THE PERSONNEL FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF OURS, OUR AFFILIATES, OR THE PERSONNEL WHATSOEVER.
THE DISCLAIMERS SET OUT UNDER THE SECTION TITLED “IMPORTANT DISCLAIMERS” ABOVE ARE INCORPORATED BY REFERENCE INTO THIS SECTION AS WELL.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, AND THE PERSONNEL, SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE, LOSS OF PROFIT, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, AND ANY INTANGIBLE OR ECONOMIC LOSS, WHETHER BASED ON TORT, NEGLIGENCE, OR ANY OTHER THEORY OF LIABILTIY, WHERE SUCH ARISES FROM OR IN CONNECTION WITH: (A) THE GUESTY PLATFORM AND ADD-ON SERVICES, (B) THE USE OF OR THE INABILITY TO USE THE GUESTY PLATFORM AND ADD-ON SERVICES, (C) THE CUSTOMER’S ACCOUNT, (D) THIRD PARTY CHANNELS OR THIRD PARTY SERVICE PROVIDERS, (E) GUESTS’ CONDUCT OR MISCONDUCT, (F) USERS’ USE OF THE GUESTY PLATFORM AND ADD-ON SERVICES, (G) THE CUSTOMER’S RELIANCE UPON OR THE EXPECTED OUTCOME OR BENEFITS FROM THE GUESTY PLATFORM AND ADD-ON SERVICES, (H) ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE GUESTY PLATFORM AND ADD-ON SERVICES, (I) ANY FAULT, OR ERROR MADE BY OUR PERSONNEL, (J) DENIAL OR CANCELATION OF THE CUSTOMER’S ACCOUNT, OR (K) FROM RETENTION, DELETION, DISCLOSURE AND ANY OTHER USE OR LOSS OF DATA ON THE GUESTY PLATFORM AND ADD-ON SERVICES.
IN ADDITION, WE AND OUR PERSONNEL SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY DAMAGE ARISING FROM EVENTUALITIES DISCLAIMED UNDER THE SECTION TITLED “IMPORTANT DISCLAIMERS” ABOVE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL, MAXIMUM AND AGGREGATE LIABILITY TO THE CUSTOMER FOR ANY LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO THE AMOUNTS THE CUSTOMER PAID GUESTY (IF ANY) IN THE THREE MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE LIABILITY. THIS AMOUNT LIMITATION SHALL NOT APPLY IN THE EVENT THAT THE LIABILITY WAS CAUSED BY OUR WILLFUL MISCONDUCT.
To the maximum extent permitted by law, the Customer will indemnify, defend and hold harmless, Guesty, its affiliates, their users and partners, and the Personnel at the Customer’s own expense and immediately after receiving a written notice thereof, from and against any damages, losses, costs and expenses, including attorney’s fees and legal expenses, resulting from any plea, claim, allegation or demand, arising from, or in connection with the Customer’s use of the Guesty Platform or Add-On Services, the Customer’s breach of the Terms, the Customer’s violation or infringement of any other person’s rights, the Customer’s communications through the Guesty Platform or Add-on Services, or the eventualities disclaimed in the section titled “Important disclaimers” above.
Regardless of the Customer’s place of residence or where the Customer access or use the Guesty Platform or Add-on Services from, these Terms and the Customer’s use of the Guesty Platform or add-on Services will be governed by and construed solely in accordance with the laws of the State of New York, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than the State of New York.
Any and all disputes, claims or controversies between the Customer or the Customer’s Users and the Company regarding these Terms or the use of the Guesty Platform or Add-On Services, which are not amicably resolved, shall be settled through binding arbitration (rather than in court) by telephone, online or based solely upon written submissions without in-person appearance, administered by the American Arbitration Association (AAA), under its Commercial Arbitration Rules (which are available at www.adr.org). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. However, the Customer may lodge claims in small claims court if the Customer’s claim qualifies.
The Federal Arbitration Act and federal arbitration law apply to these Terms.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow these Terms as a court would.
Payment of filing, administration and arbitrator fees will be governed by the AAA's Commercial Arbitration Rules. These fees will be shared equally by the Customer and us, unless the arbitrator: (i) determines that the claims are frivolous, in which case the claimant shall bear all such fees arising from the frivolous claim; or (ii) determines that the fees should be allocated differently.
The Customer and the Company hereby acknowledge, agree and covenant that any such dispute shall only be adjudicated on an individual basis, and not in class, consolidated or representative proceedings. Should a dispute be adjudicated in court, rather than arbitration, for any reason whatsoever, the Customer and the Company each expressly and knowingly waive any right to a jury trial.
Notwithstanding anything to the contrary in this section, the Company may lodge a claim against the Customer: (a) pursuant to the indemnification clause above, in any court adjudicating a third party claim against us; and (b) in connection with the infringement (or alleged infringement) of any Company intellectual property right, in any court of competent jurisdiction having personal jurisdiction over the Customer.
Whenever used in these Terms, the term "Including" or “Such as”, whether capitalized or not, means without limitation to the preceding phrase. All examples and e.g. notations are illustrative, not exhaustive.
These Terms constitute the entire agreement between the Customer and Guesty concerning the subject matter herein, and supersedes all prior and contemporaneous negotiations and oral representations, agreements and statements.
These Terms may only be modified by written amendment duly executed by us. No waiver, concession, extension, representation, alteration, addition or derogation from These Terms by us, or pursuant to these Terms, will be effective unless consented to explicitly and executed in writing by our authorized representative.
Failure on our part to demand performance of any provision in these Terms shall not constitute a waiver of any of our rights under these Terms.
The Customer may not assign, delegate or transfer the Customer’s rights and obligations under these Terms without our prior written consent. Any attempted or actual assignment by the Customer, without our prior consent, shall be null and void. We may assign and delegate these Terms in their entirety, including all right, duties, liabilities and obligations therein, upon notice to the Customer, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of its equity or assets relating to these Terms. By virtue of such assignment and delegation, the assignee assumes our stead, including all right, duties, liabilities and obligations and we are irrevocably released from the same.
If any provision of these Terms is held to be illegal, invalid, or unenforceable by a competent court or arbitration tribunal, then the provision shall be performed and enforced to the maximum extent permissible by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of these Terms shall continue to remain in full force and effect.
The Customer may contact Guesty with any questions or comments, at: Legal@guesty.com