Lanyard Terms of Use

IMPORTANT: PLEASE BE ADVISED THAT BY AGREEING TO THESE TERMS YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND WAIVING YOUR RIGHT TO HAVE A JURY TRIAL ON YOUR CLAIMS.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN PROVISIONS THAT GOVERN HOW YOU CAN BRING CLAIMS BETWEEN YOU AND LANYARD, INCLUDING THE ARBITRATION AGREEMENT IN SECTION 14 BELOW. THE ARBITRATION AGREEMENT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH LANYARD ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION. THESE TERMS OF SERVICE OUTLINE HOW SUCH CLAIMS ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THESE TERMS OF SERVICE.

BY AGREEING TO THESE TERMS OF SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THEM AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

1. Accepting the Agreement

These Terms of Use ("Terms") and other documents that we reference make up the requirements to use the Lanyard Platform. Capitalized terms are defined in Section 2 below, or within the context of the Agreement.

The Agreement is a legally binding contract between you and Lanyard. Because it is such an important contract between us and our Users, we have tried to make it as clear as possible.

Please note that Section 14 contains an arbitration clause and class action waiver, applicable to all Users, and explains how disputes will be resolved. This means you and Lanyard are waiving the right to sue in court, have a trial by jury, or participate in class or representative action. Please read this Section carefully, as it affects your rights.

By accessing or using the Lanyard Platform, you agree to be bound by this Agreement and all of its terms without change. If you are using the Lanyard Platform on behalf of a company or organization, such company or organization will also be considered a party to this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE LANYARD PLATFORM AND APPLIES TO ALL USERS VISITING OR ACCESSING THE LANYARD PLATFORM. BY ACCESSING OR USING THE LANYARD PLATFORM IN ANY WAY, YOU REPRESENT THAT YOU:
(a) HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT;
(b) YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND ARE NOT BARRED FROM USING THE LANYARD PLATFORM UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND
(c) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY OR ORGANIZATION YOU REPRESENT.

IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE LANYARD PLATFORM.

Neither Lanyard nor its representatives are engaged in rendering legal services or other such advice, nor is Lanyard a real estate broker, travel agency, or insurer. Your use of the Lanyard Platform is subject to the additional Supplemental Terms, and all other operating rules, policies (including any Supplemental Terms) and procedures that we may publish from time to time on the Lanyard Platform.

2. Definitions

The following are key terms that will be helpful as you read these Terms. Other key terms may be defined in the context within the Agreement:

"Account" means the account each User creates to use the Lanyard Platform.

"Agreement" refers, collectively, to all the terms, conditions, notices contained or referenced in these Terms, all other Supplemental Terms, and all other operating rules, policies and procedures that we may publish from time to time on the Lanyard Platform.

"Confidential Information" means any and all information disclosed by Lanyard or made available to you through the use or access to the Lanyard Platform, whether tangible or intangible and in whatever form or medium provided.

"Content" refers to any and all content featured or displayed through the Lanyard Platform, including documents, data, text, images, photographs, artwork, graphics, video, messages, tags, check-in data, location information, and/or other content materials.

"Employer" means an organization, company, or other legal entity that uses the Lanyard Platform to procure corporate housing.

"Employer Data" means any and all non-public data, content and other information provided or made available to Lanyard by or on behalf of an Employer in connection with the Lanyard Platform.

"Feedback" means suggestions, ideas, enhancement requests, feedback, recommendation or other information provided by you relating to any aspect of the Lanyard Platform.

"Housing Unit" means any property, accommodation, or living space offered for rent through the Lanyard Platform, which may include hotels, hostels, apartments, co-living spaces, dorms, student housing, RVs, etc.

"Housing Request" means a housing request or similar form through which Employers request Housing Units from Suppliers.

"Lanyard," "we," "us," or "our" means Lanyard, A Shared Stay, Inc.

"Lanyard IP" means the Lanyard Platform and all data resulting from or relating to the Services or any use thereof, including information relating to the provision, use, and performance of various aspects of the Platform and related systems and technologies, including all intellectual property rights in or associated with (and any derivatives of) the foregoing.

"Lanyard Platform" or "Services" means the website at https://www.lanyardstays.com and its associated domains, mobile applications, interfaces, and services provided by Lanyard.

"Listing Information" means information provided by Suppliers about their Housing Units, which may include information relating to price, other charges like cleaning fees, administration fees, application fees, resort fees, and any rules or requirements.

"Privacy Policy" means Lanyard's privacy policy as may be updated by Lanyard from time to time available at https://lanyardstays.com/privacy-policy

"Rental Agreement" means a lease or other contract executed between an Employer (or an individual employee) and a Supplier for the rental of a Housing Unit.

"Service Fee" means the fee that Lanyard charges for facilitating transactions between Employers and Suppliers on the Lanyard Platform and as further detailed in Section 8, below. This Service Fee excludes any Supplier Rental Rate.

"Sourcing Fee" means a fee that Lanyard may charge Employers in connection with any given housing request and as further detailed in Section 8, below.

"Supplier" means an entity or individual that owns, manages, or represents a Housing Unit listed on the Lanyard Platform.

"Supplier Data" means all non-public data, content and other information provided or made available to Lanyard by or on behalf of a Supplier in connection with the Services.

"Supplier Rental Rate" means the total rate of charge (including, but not limited to, monthly rent, nightly rate, room rate, application fees, administration fees, cleaning fees, taxes, surcharges, utilities, service charges, and any other amounts customarily charged by the Supplier for the Housing Unit) that the Supplier bills or is entitled to receive for the use or occupancy of the Housing Unit.

"Supplemental Terms" means the additional terms that we may publish from time to time on the Lanyard Platform that apply to specific user types (such as Employers or Suppliers) or to specific products or services offered through the Lanyard Platform, which may be applicable to any User.

"Usage Data" means data resulting from or relating to the Services or any use thereof, including information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies, that is aggregated and/or deidentified.

"Users" are the individuals that have visited or are using the Lanyard Platform, including representatives of Employers and Suppliers.

"Your Content" is Content that you share on the Lanyard Platform.

3. Lanyard Platform and Services

a. Platform Description

The Lanyard Platform provides an online marketplace to allow Suppliers to offer for rent in a variety of pricing formats Housing Units to potential Employers. We also may offer other tools or services to allow users to communicate with each other and enter into rental agreements or other transactions.

b. Lanyard's Role

Lanyard is not a party to any Rental Agreement or other agreement or transaction between Users. We do not own or manage, nor can we contract for, any Housing Unit listed on the Lanyard Platform. All refunds and cancellations are subject to the terms of your Rental Agreement. This is true even if the Lanyard Platform allows you to book a property or provides other ancillary products or services, as the Lanyard Platform may facilitate booking a property or other tools, services, or products.

As a result, any part of an actual or potential transaction between an Employer and a Supplier, including the quality, condition, safety or legality of the properties advertised, the truth or accuracy of the listings (including the content thereof or any review relating to any renter or property), the ability of Suppliers to rent a property or the ability of Employers to contract for properties are solely the responsibility of each user.

You acknowledge and agree that you may be required to enter into Supplemental Terms before signing a lease or purchasing a product or service and Lanyard or one of its affiliates may place additional restrictions on your booking, product or service.

c. User Responsibilities

Users agree that they are responsible for, and agree to abide by, all laws, rules and regulations applicable to their use of the Lanyard Platform, their use of any tool, service or product offered on the Lanyard Platform and any transaction they enter into on the Lanyard Platform or in connection with their use of the Lanyard Platform.

While we do take certain measures with a goal to assist Users to avoid potentially fraudulent or other illegal activity of which we become aware, we assume no liability or obligation to take any such measures or actions. When we provide warnings or messages to Users about any such activity, we do not warrant that such messages are accurate or that such messages will reach any or all Users they should have reached in a timely manner or at all or that such messages or measures will prevent any harm or otherwise have any impact.

In addition to these Terms, you will be subject to, and responsible for complying with, all terms of the Rental Agreement with your Supplier, including without limitation, the cancellation policy and all other house rules, standards, policies, and requirements identified in the Rental Agreement. It is your responsibility to read and understand those rules, standards, policies, and requirements prior to booking a property.

You must act with integrity, treat others with respect, and comply with this Agreement at all times. From time to time, Lanyard may provide an Employer Code of Conduct, which is incorporated by reference into this Agreement. Employers who receive the Code of Conduct must ensure their employees and representatives comply with its provisions when using the Lanyard Platform or interacting with other Users. The Code of Conduct may be updated periodically, and the most current version will govern your use of the Lanyard Platform.

d. Subcontractors

Lanyard may use subcontractors (including for the processing of information) or other third parties to perform its obligations under this Agreement, but Lanyard will remain responsible for all such obligations.

4. Your Account

a. Creating Your Account

In order to access certain features of the Lanyard Platform, you will be required to create an Account. You must be 18 years or older to use the Lanyard Platform. You must not create an Account or use the Lanyard Platform if you have been previously removed by Lanyard, or if you have been previously suspended or removed from the Lanyard Platform. You must not create an Account using a false identity or information, or on behalf of someone other than yourself.

b. Registration Data

In registering an Account on the Lanyard Platform, you must (a) provide true, accurate, current, and complete information about yourself as prompted (the "Registration Data"), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Lanyard may suspend or terminate your Account and refuse any and all current or future use of the Lanyard Platform if you provide false or inaccurate data.

c. Responsibility for Account

You are solely responsible for all activity on your Account. If you are registering as a business entity, you personally guarantee that you have the authority to agree to the Terms on behalf of the business. You do not own or have any other property interest in your Account. Furthermore, you are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you must tell us immediately of any unauthorized use of your password or any other breach of security. You may not have more than one Account at any given time.

Lanyard reserves the right to remove or reclaim any and all usernames at any time and for any reason, including without limitation, claims by a third party that a username violates the third party's rights.

d. Communications with Lanyard

Lanyard offers support via email. Legal notices to Lanyard should be sent according to Section 17 (General Provisions) of this Agreement.

5. Content and Use Restrictions

a. Personal and Noncommercial Use Limitation; Prohibited Uses

We grant you access to the Lanyard Platform during the term of this Agreement solely to receive the services and information on the Lanyard Platform. You may access, download, and print materials as necessary to receive the services and information.

You may not license, copy, distribute, create derivative works from, frame in another webpage, use on any other website, or sell any information, databases, or lists obtained from the Lanyard Platform. Additionally, you agree not to:

• access or collect data from the Lanyard Platform using automated means including bots, crawlers, or spiders;
• attempt to decompile, reverse engineer, or derive source code from any part of the Lanyard Platform;
• use the Lanyard Platform to develop competing products or services;
• bypass any security measures on the Lanyard Platform;
• send unsolicited communications or advertisements;
• impersonate any person or entity;
• interfere with the operation of the Lanyard Platform or its servers or networks;
• introduce any malicious code or harmful components;
• use the Lanyard Platform in a manner that could damage or impair its functionality;
• use the Lanyard Platform for any illegal purpose;
• harass, abuse, or harm others through the Lanyard Platform; or
• encourage others to engage in prohibited activities.

When we request, you agree to provide true, accurate, and complete User information. You will not access or attempt to access password-protected, secure, or non-public areas of the Lanyard Platform without our prior written permission. You will comply with all applicable laws in connection with your use of the Lanyard Platform.

b. User Content

You may not upload or submit any Content unless you have the necessary rights to do so. When you upload or submit any Content, you represent that you own or have sufficient rights to provide that Content in connection with the Lanyard Platform.

Lanyard has the right in its sole discretion to remove or block any Content at any time where:

• the content violates applicable laws, regulations, orders, or is in violation of the Agreement;
• the Content violates subsection (c) below;
• removal or blocking is necessary because of exigent circumstances or to protect the safety, security, reputation, or integrity of the Lanyard Platform or any third party; or
• in order to respond to requests from law enforcement or any other governmental authority.

c. Inappropriate Content and Use

You are entirely responsible for all Content that you upload or submit. You must not upload or submit any Content on or through the Lanyard Platform that:

• Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, pornographic, offensive, or profane;
• Infringes or misappropriates any third party's intellectual property rights or other proprietary rights;
• Contains any viruses, worms, or other malicious computer programming codes that may damage the Lanyard Platform;
• Contains any personal information, such as financial, medical, or other sensitive personal information, such as government IDs, passport numbers, or social security numbers; or
• Involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes.

Furthermore, your Content may not contain nudity, violence, sexually explicit, obscene, or offensive subject matter as determined by Lanyard in its sole discretion. You may not upload or submit Content that includes any identifiable person or any of their personal characteristics without that person's permission.

Lanyard reserves the right to investigate and take appropriate legal action against anyone who, in Lanyard's sole discretion, violates this provision, including without limitation, removing the offending Content from the Lanyard Platform, suspending or terminating the Account of such violators, and reporting them to law enforcement authorities.

d. Data Backup

Lanyard is not responsible and will not have any liability for:

• any loss or the accuracy of any Content;
• the failure to store, transmit, or receive transmission of any Content; or
• the security, privacy, storage, or transmission of other communications originating with or involving use of the Lanyard Platform.

Lanyard is not responsible for the backup of your Content.

You acknowledge that data conversion, processing, and manipulation are subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media that may give rise to loss or damage.

You should adopt reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensure the accuracy of data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data.

6. License Grant and Ownership

a. Lanyard Grant of License

Subject to your compliance with the Agreement, Lanyard grants to you a limited, royalty-free, worldwide, non-exclusive, non-transferable license to use and access the Lanyard Platform, for your personal or business use.

Some features may not be available on all devices. Further, the Lanyard name, logo, and trademarks, stylizations, graphics, service marks, and tradenames used on or with the Lanyard Platform ("Lanyard Marks") are the trademarks of Lanyard and may not be used without permission. Other trademarks, service marks, and trade names that may appear on or in the Lanyard Platform are the property of their respective owners. You may not use Lanyard's name or any language, pictures, or symbols without prior written consent.

b. User License to Lanyard

For all Content that you upload, submit, or otherwise make available through the Lanyard Platform, you hereby grant to Lanyard a worldwide, non-exclusive, royalty-free, transferable, sublicensable, irrevocable, perpetual right and license to use, reproduce, perform, display, distribute, store, adapt, translate, modify, process, and create derivative works of all such Content, in whole or in part, in combination with other Content and data or materials for the purposes of:

• providing and operating the Lanyard Platform, performing support, and performing additional Lanyard Platform functions; and
• improving the Lanyard Platform.

c. Feedback

You hereby grant Lanyard a royalty-free, worldwide, irrevocable, perpetual license to use or incorporate into the Lanyard Platform, without restriction, any and all suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you relating to the Lanyard Platform.

d. Usage Data

As between Lanyard and you, all Usage Data is the sole and exclusive property of Lanyard. Lanyard may collect and analyze Usage Data and other information relating to the provision, use, and performance of various aspects of the Lanyard Platform and related systems and technologies. Lanyard may use such data for any purpose, including to improve the Lanyard Platform.

e. Ownership

Except for the limited license granted to Lanyard, you solely own and retain all rights, title, and interest in Content you submit. Except for the limited license granted to you pursuant to Section 6(a) (Lanyard Grant of License), Lanyard solely owns and retains all right, title, and interest in and to the Lanyard Platform, Usage Data, Feedback, and Lanyard Marks, including all of the software comprising any portion thereof and all related services, specifications, documentation, technical information, corrections, modifications, derivatives, additions, improvements, and enhancements to and all intellectual property rights in the foregoing.

All techniques, know-how, software, algorithms, and methods or rights thereto owned by Lanyard at the time this Agreement is executed, developed during the course of the design, development, and provision of the Lanyard Platform, or which are employed by Lanyard in connection with the Lanyard Platform, shall be and remain the property of Lanyard.

f. Compliance with Laws and Regulations

You are responsible for complying with all applicable laws, rules, and regulations in all your actions related to your use of the Lanyard Platform, regardless of the purpose of the use.

g. Monitoring

Lanyard may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Lanyard Platform and/or Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the uploading or submission of Content in any form.

7. Privacy Policy

At Lanyard, user privacy is an important concern. We are committed to privacy and security, and to providing the best possible user experience for our users and online customers. We strive to protect the personal and confidential information of those who use our Services.

The Services can involve the submission, collection, and/or use of personal information. We and any applicable third party may collect, access, and use such information relating to Users. Personal information collected by us in connection with the Services will be maintained in accordance with our posted Privacy Policy. This policy may be updated from time to time, so please check frequently for updates.

In addition to our Privacy Policy, Employers and Suppliers may have their own privacy policies governing their collection, use, and processing of personal information. You acknowledge that you may be subject to these third-party privacy policies when interacting with Employers or Suppliers through our Platform.

Lanyard is not responsible for the privacy practices of these third parties or their compliance with applicable privacy laws. We encourage you to review any applicable third-party privacy policies before sharing your personal information with Employers or Suppliers.

8. Payment Terms

a. Rental Agreement Payment

You understand that use of the Services may result in charges to you for Housing Units and related services you receive from a Supplier ("Charges"). When you book a Housing Unit, you are agreeing to pay all charges for your rental including the rental price, applicable fees including the Lanyard Service Fee, security deposit, taxes, and any other items identified during checkout.

After you have secured a Housing Unit through the Lanyard Platform, Lanyard will facilitate your payment of the applicable Charges on behalf of the Supplier as the Supplier's limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Supplier. This payment structure is intended to fully compensate the Supplier for the Housing Unit provided.

If you are an Employer, you shall utilize the Platform to remit payment to a Supplier for all amounts owed under each applicable Rental Agreement and the Lanyard Service Fee.

EMPLOYERS SHALL NOT PROVIDE PAYMENT TO ANY SUPPLIER RELATING TO THE SERVICES OR ANY HOUSING UNIT EXCEPT THROUGH THE PLATFORM.

All Charges are due upon receipt of invoice from Lanyard. Lanyard will issue invoices to Employers, who may then pay via their preferred payment method. Payment information is not stored on the Lanyard Platform. After receiving payment, Lanyard will send you a receipt by email. Payments must be made in accordance with the payment terms specified on the invoice. Failure to pay invoices when due may result in suspension or termination of your access to the Lanyard Platform.

b. Service Fee

For each executed Rental Agreement, the applicable Employer will pay the total amount invoiced through the Platform. This "Service Fee" is calculated as a percentage (up to 25%) of the total amount invoiced and is added to the Supplier's rental rate. The Supplier receives the full rental rate as provided to Lanyard for the Housing Unit.

As between you and Lanyard, Lanyard reserves the right to establish, remove and/or revise Service Fees for any or all services obtained through the use of the Services at any time in Lanyard's sole discretion. Lanyard will use reasonable efforts to inform you of fees that may apply, provided that you will be responsible for fees incurred under your Account regardless of your awareness of such fees or the amounts thereof.

If a Supplier executes an agreement that would be considered a "Rental Agreement" within three (3) months following the expiration or earlier termination of this Agreement with an Employer who Lanyard introduced to the Supplier via the Platform, or by the end of such three (3) month period, Supplier and an Employer have come to agreement in substantially final form that is later executed at any time, the applicable Service Fee shall be paid to Lanyard upon execution.

c. Sourcing Fee

Lanyard reserves the right to charge Employers a fee in connection with any given housing request ("Sourcing Fee"). If Employer engages in good faith discussions with one or more Suppliers in connection with such request within 60 days following payment of the applicable Sourcing Fee ("Sourcing Period"), Employer will be issued a non-transferable and non-exchangeable (for cash or any other forms of compensation) credit toward the total rent of the applicable Housing Unit, equal to the Sourcing Fee and applied to the first rental payment for such Housing Unit. Otherwise, Lanyard will not refund or otherwise credit the Sourcing Fee; provided, if Employer fails to engage in discussions because no Supplier responds to the request within the Sourcing Period, the Sourcing Fee will be refunded to the Customer within 60 days from the end of the Sourcing Period.

Lanyard may from time to time provide certain users with promotional offers and discounts that may result in different fees charged for the same or similar services obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the fees applied to you. You may elect to cancel your request for Housing Units from a Supplier prior to execution of the Rental Agreement, in which case you may still be subject to the Sourcing Fee or other applicable fees.

d. Late Payment Fee

Lanyard reserves the right to impose a Late Payment Fee in connection with any invoice that includes Rent, which remains unpaid for more than six (6) days after the applicable due date. The Late Payment Fee shall be One Hundred Fifty Dollars ($150.00) per invoice, which amount may be modified by Lanyard upon written notice to Employer.

e. Payment Information

You agree to provide current, complete, and accurate payment information for all purchases, so that we can complete your transactions and contact you as needed. No purchases are permitted for resale or transfer to another person or organization without our express authorization.

f. Taxes and Additional Fees

All Fees are due in U.S. Dollars and payable in U.S. Dollars to Lanyard, except as specifically stated otherwise in writing by Lanyard. All Fees are exclusive of applicable taxes including value-added tax, sales tax, goods and service tax, and other levies or duties imposed by taxing authorities, and you shall be responsible for payment of all applicable taxes related to your use of the Services, or to any payments or purchases made by You. If Lanyard is obligated to collect or pay taxes for the Fees payable by you, and whether or not such taxes were added and collected from you for previous transactions, such taxes may be added to the payment of any outstanding Fees and will be reflected in the statement for such transaction.

g. Ancillary Products and Services

Lanyard works with third-party providers to offer products and services including but not limited to furnishing, delivery services, cleaning services, soft goods, utility setup and bed packages. Lanyard charges an Ancillary Service Fee of up to 40% of the total cost of the product or service. Unless otherwise specified, Lanyard is not responsible for accepting deliveries, assembly, setup or disposal of products or services. Except as otherwise specified, ancillary services and products, including delivery, tax, assembly, receiving and fees related thereto are non-refundable and must be paid in full at the time of order. Products are subject to availability.

Lanyard hereby expressly disclaims all warranties, express or implied, regarding the furniture and soft goods, including merchantability and fitness for any particular purpose. Employer agrees to use the Rental Items with due care and keep them in good condition. The Rental Items shall remain in custody of the Employer and the Employer shall not sell, sublease, or otherwise transfer possession of the Rental Items. Any damages beyond normal wear and tear shall be the responsibility of the Employer, and repair or replacement costs shall be deducted from the security deposit. Employer shall be liable for any damage, loss, or theft of the Rental Items. Lanyard shall not be responsible for any injury or damages caused by the use of the Rental Items.

h. No Refunds

ALL PURCHASES THROUGH OUR SERVICES ARE FINAL AND NON-REFUNDABLE EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR BY APPLICABLE LAW.

i. Cancellation Fee

All bookings that are cancelled prior to move-in will incur a $500.00 Early Cancellation Fee. If a Sourcing Fee has been paid by the Employer, the amount of the Sourcing Fee may be applied to the Early Cancellation Fee. If a Sourcing Fee has not been paid by the Employer, Lanyard will invoice the Employer for the Early Cancellation Fee. For the avoidance of doubt, the Early Cancellation Fee is in addition to any fee charged by the Supplier.

All bookings that are terminated within 30 days after move-in will be subject to a Lanyard Cancellation Fee of $250.00 per room or unit. For the avoidance of doubt, the Cancellation Fee is in addition to any cancellation or early termination fee charged by the Supplier.

j. Chargebacks

If at any time, we record a decline, chargeback or other rejection of a charge of any payable Fees due to Lanyard for your Account (a "Chargeback"), it will be considered as a breach of your payment obligations, and your use of the Services may be automatically disabled or terminated. In the event a Chargeback is performed, your Account may be blocked without the option to re-purchase or re-use it, and any data contained in such Account may be subject to cancellation.

Your use of the Services will not resume until you re-subscribe for any such Services, and pay any applicable Fees in full, including any fees and expenses incurred by Lanyard for each Chargeback received (including Fees for Lanyard Services provided prior to the Chargeback, handling and processing charges and fees incurred by the payment processor).

If you have any questions or concerns regarding a payment made by you to Lanyard, we encourage you to first contact us before filing a Chargeback or reversal of payment, in order to prevent the Services from being canceled and your Account being blocked, and to avoid the filing of an unwarranted or erroneous Chargeback, which may result in your being liable for its applicable Fees, in addition to re-payment of all the Fees applicable to the Lanyard Services purchased (and charged back) by you.

We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the User is responsible for such Chargeback and did, in fact, authorize the transaction and received or made use of the Services rendered thereafter.

9. Third-Party Services

a. Third-Party Websites, Applications, and Services

The Lanyard Platform may use and/or contain links to third-party websites, mobile apps, software, products, services, and advertisements for third parties (collectively, the "Third-Party Services"). Lanyard has no control over these Third-Party Services or their content and does not assume responsibility or liability for any content, opinions, or material available on them.

b. Disclaimer

Lanyard does not own the Third-Party Services or the content, opinions, and materials contained therein. Lanyard expressly disclaims, and does not assume, any responsibility or liability for any Third-Party Services, or any content, opinions, or material available on Third-Party Services, or such Third-Party Services' privacy practices with respect to information that you provide via the Third-Party Services.

Lanyard does not endorse the content of any Third-Party Services or represent or warrant that a Third-Party Service is or will be free of computer viruses or other harmful code that can impact your computer or other web-access device. We encourage you to review any Third-Party Service's terms of use and privacy policy as those apply to your use of the Third-Party Service and any information that they collect.

10. Indemnification

a. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at Lanyard's option), indemnify, and hold harmless Lanyard and its officers, directors, employees, agents, service providers, licensors, affiliates, subsidiaries, parent companies, successors, and assigns (collectively, the "Lanyard Indemnified Parties") from and against any and all claims, liabilities, damages, losses, penalties, fines, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:

• Your Content or any content you submit, post, or transmit through the Lanyard Platform;
• Your use of, or inability to use, the Lanyard Platform, including any actions taken or not taken through your Account;
• Your violation of any term of this Agreement or any Supplemental Terms;
• Your violation of any rights of another party, including the infringement, violation, or misappropriation of any intellectual property, proprietary, privacy, publicity or other rights of any third party;
• Your violation of any applicable laws, rules, regulations, or ordinances;
• Your willful, grossly negligent, tortious or criminal acts or omissions;
• Your interaction with any User, stay at any Housing Unit, or participation in any services arranged through the Lanyard Platform, including without limitation any injuries, losses, damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, or participation;
• Property damage or personal injury to third parties caused directly or indirectly by you or your guests or invitees in connection with your use of any Housing Unit or services obtained through the Lanyard Platform;
• Any dispute between you and a Supplier or Employer;
• Your failure, or Lanyard's failure at your direction, to accurately report, collect, or remit taxes;
• Any inaccurate, misleading, incomplete, or outdated information provided to any User or third party, whether directly or through the Lanyard Platform;
• Any misrepresentation you make; or
• The actions or inactions of any third party using your Account credentials or accessing the Lanyard Platform through your Account.

You agree to indemnify and hold the Lanyard Indemnified Parties harmless from and against any of the aforementioned claims, liabilities, damages, losses, and expenses, regardless of whether Lanyard may have been negligent and regardless of how the same may be caused.

b. Defense

At Lanyard's option and request, you will defend Lanyard from any actual or threatened third-party claim arising out of or based on your breach of this Agreement, or any injury to any person or damage to any property in connection with the use of any Housing Unit.

If Lanyard requests you to defend it from any claim, Lanyard will:

• Give you prompt written notice of the claim;
• Grant you full and complete control over the defense and settlement of the claim;
• Provide assistance in connection with the defense and settlement of the claim as you may reasonably request; and
• Comply with any settlement or court order made in connection with the claim.

Notwithstanding the previous sentence, you will not enter into any settlement that involves an admission of guilt or liability of any Lanyard Indemnified Party without Lanyard's prior written consent. Lanyard may participate in the defense of a claim at its own expense and with counsel of its own choosing.

11. Warranties and Disclaimers

a. Your Representations and Warranties

You represent and warrant to Lanyard that:

• Content you provide that does not infringe, violate, or misappropriate the intellectual property rights of proprietary rights of any third party;
• You have obtained all necessary rights and consents to provide your content under this Agreement;
• You hold all applicable licenses and qualifications required by applicable law and will otherwise comply with all applicable laws, rules, and regulations;
• You satisfy and will continue to satisfy all eligibility requirements to use the Lanyard Platform, as such requirements may be revised or updated.

b. Disclaimers

EXCEPT FOR THE LIMITED WARRANTIES DESCRIBED IN THIS AGREEMENT, LANYARD MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PLATFORM, SERVICES OR RELATING TO ANY FURNITURE OR SOFT GOODS OBTAINED BY LANYARD, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE SERVICES ARE PROVIDED "AS IS."

LANYARD DOES NOT WARRANT THAT (1) THE SERVICES, OR THE RESULTS OF THE USE THEREOF (A) ARE ADEQUATE FOR, OR ACHIEVE, YOUR BUSINESS PURPOSE OR REQUIREMENTS, (B) ARE WITHOUT DEFECT OR ERROR, OR (2) THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. LANYARD IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING FROM MATTERS OUTSIDE OF ITS CONTROL, INCLUDING PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE AND PERSONAL COMPUTING DEVICES, TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS, AND THIRD-PARTY HOSTING SERVICE PROVIDERS.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE LANYARD PLATFORM AND THE SERVICES OFFERED AT THE LANYARD PLATFORM IS AT YOUR SOLE RISK. THE LANYARD PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LANYARD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE LANYARD PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

WITH RESPECT TO ANY FURNITURE, SOFT GOODS, OR OTHER ANCILLARY PRODUCTS OR SERVICES THAT MAY BE PROCURED THROUGH LANYARD, LANYARD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, OR SUITABILITY. ALL SUCH PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

c. Lanyard's Limited Role as a Software Provider

WITHOUT LIMITING ANYTHING ELSE CONTAINED HEREIN, YOU UNDERSTAND AND AGREE THAT LANYARD DOES NOT LEGALLY OWN, OPERATE, OR EXERCISE ANY CONTROL OVER SUPPLIERS, EMPLOYERS OR ANY OTHER THIRD PARTIES IN CONNECTION WITH THE SERVICES. LANYARD DOES NOT ENDORSE ANY SUPPLIER, EMPLOYER OR PROPERTY, AND YOU SHOULD ALWAYS EXERCISE DUE DILIGENCE AND CARE WHEN DECIDING WHETHER TO ENTER INTO A RENTAL AGREEMENT.

ACCORDINGLY, YOU UNDERSTAND AND AGREE THAT LANYARD SHALL HAVE NO OBLIGATION OR LIABILITY TO ANY PARTY WITH RESPECT TO (I) THE CONDITION OF THE HOUSING (INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT OR OTHER LAWS); (II) ANY FAILURE OF THE EMPLOYER AND/OR THE SUPPLIER TO EXECUTE A RENTAL AGREEMENT, OR TO ABIDE BY THE TERMS OF A RENTAL AGREEMENT; OR (III) ANY RENTAL AGREEMENT OR OBLIGATIONS TO THIRD PARTIES. ANY LEASING OR OTHER OCCUPANCY AGREEMENTS PROVIDED BY LANYARD, OR OTHERWISE MADE AVAILABLE ON THE PLATFORM ARE PROVIDED "AS-IS," FOR CONVENIENCE AND INFORMATIONAL PURPOSES, WITHOUT ANY REPRESENTATION OR WARRANTY. YOU FURTHER ACKNOWLEDGE THAT LANYARD DOES NOT, AND WILL NOT, PROVIDE ANY LEGAL OR OTHER SERVICES THAT MAY REQUIRE A PROFESSIONAL LICENSE OR REGISTRATION.

d. Third Party Disputes and Disclaimer

ANY DISPUTE YOU HAVE WITH ANY SUPPLIER, EMPLOYER OR OTHER THIRD PARTY IN CONNECTION WITH THE SERVICES, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE LANYARD (AND ITS OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL, DIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

12. Limitations of Liability

a. Exclusion of Damages

NEITHER LANYARD NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES WILL BE LIABLE TO YOU FOR ANY LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF LANYARD IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

b. Damages Cap

LANYARD'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (1) THE TOTAL AMOUNT OF FEES PAID BY YOU TO LANYARD DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (2) ONE HUNDRED DOLLARS ($100).

c. Basis of the Bargain

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES AND WILL APPLY, EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY LANYARD AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

d. Information Accuracy

WHILE WE STRIVE TO KEEP THE INFORMATION ON THE LANYARD PLATFORM ACCURATE, COMPLETE, AND UP-TO-DATE, LANYARD AND ITS REPRESENTATIVES ASSUME NO RESPONSIBILITY FOR, AND EXPRESSLY DISCLAIM LIABILITY RELATED TO, ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION BASED ON THE INFORMATION, SERVICES, OR OTHER MATERIAL ON THE LANYARD PLATFORM, INCLUDING ANY DAMAGES OR LOSS RELATED TO THE ACCURACY, COMPLETENESS, OR TIMELINESS OF SUCH INFORMATION OR SERVICES.

13. Confidential Information

a. Non-Disclosure

Lanyard may disclose or make available Confidential Information to you. You must:

• Hold in confidence and safeguard the Confidential Information of Lanyard from unauthorized use, access, disclosure, or processing;
• Not use or exploit the Confidential Information in any way except for the purposes of using the Lanyard Platform; and
• Not disclose or make available such Confidential Information (in whole or in part) to any person or entity.

b. Exclusions

Confidential Information does not include any information that:

• Is or becomes generally available to the public other than as a result of your breach of the Agreement;
• Is obtained by or on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or
• Was independently developed by you without using any Confidential Information of Lanyard.

14. Arbitration Agreement

a. Applicability of Arbitration Agreement

Subject to the terms of this Agreement, you and Lanyard agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Lanyard Platform, any communications you receive, any products sold or distributed through the Lanyard Platform or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (a) you and Lanyard may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or Lanyard may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

b. Informal Dispute Resolution

i. Process

There might be instances when a Dispute arises between you and Lanyard. If that occurs, Lanyard is committed to working with you to reach a reasonable resolution. You and Lanyard agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome ("Informal Dispute Resolution"). You and Lanyard therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

ii. Notice

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within sixty (60) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Lanyard that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to admin@lanyardstays.com or regular mail to our offices located at c/o Lanyard, A Shared Stay, Inc. 27 East 28th Street, 8th Floor New York, NY 10016. The Notice must include: (i) your name, telephone number, mailing address, e-mail address associated with your Account (if you have one); (ii) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (iii) a description of your Dispute.

iii. Individualization

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. Failure to complete the Information Dispute Resolution process is grounds for dismissal of any arbitration proceeding. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

c. Waiver of Jury Trial

YOU AND LANYARD HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Lanyard are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14.a (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

d. Waiver of Class and Other Non-Individualized Relief

YOU AND LANYARD AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.

e. Injunctive Relief

Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Lanyard agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Lanyard from participating in a class-wide settlement of claims.

f. Rules and Forum

This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Lanyard agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration shall be administered pursuant to the most recent version of the American Arbitration Association ("AAA") Consumer Arbitration Rules and Mass Arbitration Supplementary Rules (the "AAA Rules") then in effect, with the exclusion of any associated fee schedules and as modified by this section of this Arbitration Agreement. The selection of the AAA Rules is meant to govern procedural issues only, and such selection does not mean that AAA will administer the arbitration or appoint the arbitrator. You can obtain the AAA Rules from the AAA by visiting its website (www.adr.org).

g. Arbitrator Selection

The Parties will meet and confer in good faith to select an arbitrator or arbitration provider. If, after 60 days of good faith meet and confer efforts, the Parties are unable to agree on an arbitrator or arbitration provider, either Party may petition the state or federal courts located in the state of Delaware to appoint an arbitrator or arbitration provider meeting the requirements herein from the arbitrators or arbitration providers proposed by the parties. If there is a conflict between this Arbitration Agreement and the AAA Rules, this Arbitration Agreement shall govern. The Parties may mutually agree that the arbitration be conducted via electronic or telephonic means, including via the submission of documents only through a desk arbitration as described in the AAA Rules.

h. Request

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). The Request must include: (a) the name, telephone number, mailing address, e-mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (b) a statement of the legal claims being asserted and the factual bases of those claims; (c) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States dollars; (d) a statement certifying completion of the Informal Dispute Resolution process as described above; and (e) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

i. Confidentiality

You and Lanyard agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

j. Arbitrator

The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York.

k. Authority of Arbitrator

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (a) all Disputes arising out of or relating to Section 14.d (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 14.d (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 14.d (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (b) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (c) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator's award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator's award. An arbitrator's award that has been fully satisfied shall not be entered in any court.

l. Attorneys' Fees and Costs

If the arbitrator finds that the costs and fees of an arbitration you initiate will be prohibitive for you as compared to the costs of litigation, we will pay as much of your filing, arbitrator, and hearing fees in the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive, regardless of the outcome of the arbitration. However, the parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Lanyard need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs.

m. 30-Day Right to Opt-Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: c/o Lanyard, A Shared Stay, Inc. 27 East 28th Street, 8th Floor New York, NY 10016 or admin@lanyardstays.com within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

n. Invalidity, Expiration

Except as provided in Section 14.d (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Lanyard as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

o. Modification

Notwithstanding any provision in this Agreement to the contrary, we agree that if Lanyard makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to c/o Lanyard, A Shared Stay, Inc. 27 East 28th Street, 8th Floor New York, NY 10016 your continued use of the Lanyard Platform, including the acceptance of products and Services offered on the Lanyard Platform following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Lanyard Platform, any communications you receive, any products sold or distributed through the Lanyard Platform or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Lanyard will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

15. Intellectual Property Rights

a. Proprietary Rights

All materials on the Lanyard Platform (as well as the organization and layout of the Lanyard Platform) are owned and copyrighted, licensed by, or used with permission that is granted to Lanyard. No reproduction, distribution, or transmission of the copyrighted materials at the Lanyard Platform is permitted without the prior written permission of Lanyard.

b. Infringement Claims/Copyright Agent

If you believe that any material contained on the Lanyard Platform infringes your copyright or other intellectual property rights, you should notify Lanyard of your copyright infringement claim in accordance with the following procedure. Lanyard will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) and other applicable intellectual property laws. The DMCA requires that notifications of claimed copyright infringement should be sent to the Lanyard Platform's Designated Agent who is:

By mail:
DMCA Copyright Agent
c/o Lanyard, A Shared Stay, Inc.
27 East 28th Street, 8th Floor
New York, NY 10016

By email: dmca@lanyardstays.com

To be effective, the notification must be in writing and contain the information required by the DMCA (17 U.S.C. §512(c)(3)). We will, in appropriate circumstances, terminate repeat infringers.

c. Trademarks

Lanyard and other logos, product and service names are trademarks and service marks owned by or licensed to Lanyard or its affiliates (the "Marks"). Without the prior written permission of Lanyard, or its appropriate affiliates, you agree not to display or use in any manner, the Marks.

All other trademarks are the property of their respective owners.

16. Cancellation, Termination and Suspension

a. Your Termination

You may cancel your Account at any time by following the termination steps set forth in your Account or emailing us at admin@lanyardstays.com. Cancellation of your Account automatically terminates this Agreement.

b. Suspension by Lanyard

In addition to the rights set out elsewhere in this Agreement, Lanyard may suspend or terminate your access to your Account or any of the Lanyard Platform, with or without notice, in the event that:

• You provide any information that is untrue, inaccurate, incomplete, or not current;
• You breach the terms of this Agreement;
• Lanyard reasonably believes such action is necessary to protect the security or integrity of any of the Lanyard Platform or any data therein; or
• Your use of or access to the Lanyard Platform risks harm to the Lanyard Platform, other Users, or other violation of law.

c. Modification, Suspension or Discontinuance of Lanyard Platform

We reserve the right to change, suspend, or discontinue any of the Lanyard Platform for you, any or all Users, at any time, for any reason, including those laid out in our policies under the Agreement. We will not be liable to you for the effect that any changes to the Lanyard Platform may have on you.

d. Termination of Lanyard

Lanyard may terminate this Agreement at any time, without cause.

e. Effect of Termination

Upon cancellation of your Account or other termination of the Agreement, your right to use the Lanyard Platform will automatically terminate and Lanyard may delete your content associated therewith. If we suspend your Account or access to the Lanyard Platform, we may also bar your further use or access to the Lanyard Platform. Either party's termination of this Agreement is without prejudice to any other remedies it may have at law or in equity and does not relieve either party of liability for breaches occurring prior to the effective date of termination.

f. Post-Termination Obligations

Upon any termination of this Agreement, you will pay all earned but unpaid Service and Sourcing fees. The following sections of this Agreement will survive any termination of this Agreement: Sections 6 (License Grant and Ownership), 10 (Indemnification), 11 (Warranties and Disclaimers), 12 (Limitations of Liability), 13 (Confidential Information), 14 (Arbitration Agreement), and 17 (General Provisions).

17. General Provisions

a. Governing Law

This Agreement is governed by New York law without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Subject to Section 14 (Arbitration Agreement), all claims arising under this Agreement will be litigated exclusively in the federal or state courts of New York County, New York. The parties submit to the jurisdiction in those courts. In any proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

b. Assignment

You may not assign this Agreement or delegate your performance without Lanyard's prior written consent, and any attempt to do so is void. Lanyard may assign this Agreement or delegate its performance without your consent. This Agreement is binding upon and inures to the benefit of the parties' permitted successors and assigns.

c. No Waiver

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

d. Severability

If any provision of this Agreement or portion of a provision is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.

e. Entire Agreement

This Agreement constitutes the entire agreement and supersedes any other agreement of the parties relating to its subject matter. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, or supplement the terms of this Agreement. Notwithstanding any language to the contrary therein, no terms or conditions stated in a purchase order, vendor onboarding process and documentation, or web portal provided or made available by User shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

f. Amendment

This Agreement may only be amended by Lanyard by posting an updated version on the Lanyard Platform. Your continued use of the Lanyard Platform after such posting constitutes your acceptance of the amended Agreement.

g. Force Majeure

Lanyard will not be liable for any delay or failure to perform under this Agreement as a result of any cause or condition beyond Lanyard's reasonable control, so long as Lanyard uses reasonable efforts to avoid or remove those causes of delay or non-performance.

h. Notices

All notices under this Agreement must be in writing, and will be considered given: (1) upon delivery, if delivered personally or by internationally recognized courier service; (2) three business days after being sent, if delivered by U.S. registered or certified mail (return receipt requested); or (3) upon acknowledgement of receipt, if delivered by email.

Notices to Lanyard should be sent to:

DMCA Copyright Agent
c/o Lanyard, A Shared Stay, Inc.
27 East 28th Street, 8th Floor
New York, NY 10016
Email: dmca@lanyardstays.com

i. Interpretation

Any heading, caption, or section title contained in this Agreement is for convenience only, and does not define or explain any provision. Any use of the term "including" or variations thereof should be construed as if followed by the phrase "without limitation."

18. Supplemental Terms

a. Applicable Supplemental Terms

Depending on how you use the Lanyard Platform, additional terms may apply to you:

i. Employer Supplemental Terms: If you are an organization seeking corporate housing, the Employer Supplemental Terms available at https://lanyardstays.com/employer-terms apply to you in addition to these Terms of Use.

ii. Supplier Supplemental Terms: If you are providing housing units through the Lanyard Platform, the Supplier Supplemental Terms available at https://lanyardstays.com/supplier-terms apply to you in addition to these Terms of Use.

b. Incorporation by Reference

The applicable Supplemental Terms are hereby incorporated by reference into these Terms of Use. In the event of any conflict between these Terms of Use and the applicable Supplemental Terms, the Supplemental Terms will govern with respect to the subject matter covered by the Supplemental Terms.

c. Updates to Supplemental Terms

Lanyard may update the Supplemental Terms from time to time. Your continued use of the Lanyard Platform after such updates constitutes your acceptance of the updated Supplemental Terms.