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條款與隱私

Last Updated: January 29, 2012

Topbnb, Inc. (hereafter referred to as “Topbnb", “we", “us", or “our") provides an online platform that connects hosts who have accommodations to rent with guests seeking to rent such accommodations (collectively, the “Services”), which Services are accessible at www.Topbnb.com and any other websites through which Topbnb makes the Services available (collectively, the “Site”) and as an application for mobile devices (the “Application”). By using the Site and Application, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service (“Terms"), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Collective Content (defined below), and your participation in the Referral Program (defined below), and constitute a binding legal agreement between you and Topbnb. Please read carefully these Terms and our Privacy Policy, which may be found at http://www.Topbnb.com/terms, and which is incorporated by reference into these Terms. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site or Application. Failure to use the Site and Application in accordance with these Terms may subject you to civil and criminal penalties.

THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH HOSTS (DEFINED BELOW) MAY CREATE LISTINGS (DEFINED BELOW) FOR ACCOMMODATIONS (DEFINED BELOW) AND GUESTS (DEFINED BELOW) MAY LEARN ABOUT AND BOOK ACCOMMODATIONS. YOU UNDERSTAND AND AGREE THAT Topbnb IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN HOSTS AND GUESTS, NOR IS Topbnb A REAL ESTATE BROKER, AGENT OR INSURER. Topbnb HAS NO CONTROL OVER THE CONDUCT OF HOSTS, GUESTS AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY ACCOMMODATIONS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.

Key Terms

“Topbnb Content” means all Content that Topbnb makes available through the Site, Application, or Services, including any Content licensed from a third party, but excluding Member Content.

“Collective Content” means Member Content and Topbnb Content.

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

“Guest” means a Member who requests a booking of an Accommodation via the Site, Application or Services, or a Member who stays at an Accommodation and is not the Host for such Accommodation.

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

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

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

“Member Content” means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site, Application or Services.

“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) and other similar municipal, state and federal indirect or other withholding and personal or corporate income taxes.

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

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, OR BY PARTICIPATING IN THE REFERRAL PROGRAM, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT OR TO PARTICIPATE IN THE REFERRAL PROGRAM. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Modification

Topbnb reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or via the Application or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.

Eligibility

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

How the Site, Application and Services Work

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

As stated above, Topbnb makes available a platform or marketplace with related technology for Guests and Hosts to meet online and arrange for bookings of Accommodations. Topbnb is not an owner or operator of properties, including, but not limited to, hotel rooms, motel rooms, other lodgings or Accommodations, nor is it a provider of properties, including, but not limited to, hotel rooms, motel rooms, other lodgings or Accommodations and Topbnb does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control properties, including, but not limited to, hotel rooms, motel rooms, other lodgings or Accommodations or transportation or travel services and Topbnb’s role is solely to facilitate the availability of the Site, Application and Services. Similarly, Topbnb is not a contracting agent or representative of any Host. Instead, Topbnb’s role is solely to facilitate the availability of the Site, Application and Services for Members and to provide services related thereto.

PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE THE BOOKING OF ACCOMMODATIONS. Topbnb CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY ACCOMMODATIONS. Topbnb IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND ACCOMMODATIONS. ACCORDINGLY, ANY BOOKINGS WILL BE MADE AT THE GUEST’S OWN RISK.

Account Registration

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

You can also register to join by logging into your account with certain third party social networking sites (“SNS”) (including, but not limited to, Facebook); each such account, a “Third Party Account”, via our Site or Application, as described below. As part of the functionality of the Site, Application and Services, you may link your Topbnb Account with Third Party Accounts, by either: (i) providing your Third Party Account login information to Topbnb through the Site, Services or Application; or (ii) allowing Topbnb to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Topbnb and/or grant Topbnb access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Topbnb to pay any fees or making Topbnb subject to any usage limitations imposed by such third party service providers. By granting Topbnb access to any Third Party Accounts, you understand that Topbnb will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account (“SNS Content”) so that it is available on and through the Site, Services and Application via your Topbnb Account and Topbnb Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts will be available on and through your Topbnb Account on the Site, Services and Application. Please note that if a Third Party Account or associated service becomes unavailable or Topbnb’s access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your Topbnb Account and your Third Party Accounts, at any time, by accessing the “Settings” section of the Site and Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Topbnb makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement and Topbnb is not responsible for any SNS Content.

We will create your Topbnb Account and your Topbnb Account profile page for your use of the Site and Application based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active Topbnb Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Topbnb reserves the right to suspend or terminate your Topbnb Account and your access to the Site, Application and Services if you create more than one (1) Topbnb Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Topbnb Account, whether or not you have authorized such activities or actions. You will immediately notify Topbnb of any unauthorized use of your Topbnb Account.

Accommodation Listings

As a Member, you may create Listings. To this end, you will be asked a variety of questions about the Accommodation to be listed, including, but not limited to, the location, capacity, size, features, availability of the Accommodation and pricing and related rules and financial terms. In order to be featured in Listings via the Site, Application and Services, all Accommodations must have valid physical addresses. Listings will be made publicly available via the Site, Application and Services. Other Members will be able to book your Accommodation via the Site, Application and Services based upon the information provided in your Listing. You understand and agree that once a Guest requests a booking of your Accommodation, the price for such booking may not be altered.

You acknowledge and agree that you are solely responsible for any and all Listings you post. Accordingly, you represent and warrant that any Listing you post and the booking of, or Guest stay at, an Accommodation in a Listing you post (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) be in compliance with all applicable laws, Tax requirements, and rules and regulations that may apply to any Accommodation included in a Listing you post, including, but not limited to, zoning laws and laws governing rentals of residential and other properties and (b) not conflict with the rights of third parties. Please note that Topbnb assumes no responsibility for a Host’s compliance with any applicable laws, rules and regulations.
You understand and agree that Topbnb does not act as an insurer or as a contracting agent for, or representative of, you as a Host, and if a Guest requests a booking of your Accommodation and stays at your Accommodation, any agreement you enter into with such Guest is between you and the Guest and Topbnb is not a party thereto. Please note that Topbnb reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that Topbnb, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.
When you create a Listing, you may also choose to include certain requirements which must be met by the Members who are eligible to request a booking of your Accommodation, including, but not limited to, requiring Members to have a profile picture or verified phone number, in order to book your Accommodation. Any Member wishing to book Accommodations included in Listings with such requirements must meet these requirements. More information on how to set such requirements is available via the “Hosting” section of the Site, Application and Services.

If you are a Host, Topbnb makes certain tools available to you to help you to make informed decisions about which Members you choose to confirm for booking for your Accommodation. You acknowledge and agree that, as a Host, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Accommodation at your request or invitation, excluding the Guest (and the individuals the Guest invites to the Accommodation, if applicable.)
Topbnb recommends that Hosts obtain appropriate insurance for their Accommodations. Please review any insurance policy that you may have for your Accommodation carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Guests (and the individuals the Guest invites to the Accommodation, if applicable) while at your Accommodation.

No Endorsement

Topbnb does not endorse any Members or any Accommodations. In addition, although these Terms require Members to provide accurate information, we do not attempt to confirm, and do not confirm, any Member’s purported identity. You are responsible for determining the identity and suitability of others who you contact via the Site, Application and Services. Except as provided in the Topbnb Host Guarantee Terms and Conditions (“Topbnb Host Guarantee”), which is an agreement between Topbnb and Hosts, we will not be responsible for any damage or harm resulting from your interactions with other Members. (Please see Topbnb’s Host Guarantee Terms and Conditions at www.Topbnb.com/terms for information about the Topbnb Host Guarantee.) By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from Topbnb with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any bookings or Listings made by you.

Bookings and Financial Terms

Bookings and Financial Terms for Hosts

If you are a Host and a booking is requested for your Accommodation via the Site, Application and Services, you will be required to either confirm or reject the booking within 24 hours of when the booking is requested (as determined by Topbnb in its sole discretion) or the booking request will be automatically cancelled. When a booking is requested via the Site, Application and Services, we will share with you (i) the first and last name of the Guest who has requested the booking, (ii) a link to the Guest’s Topbnb Account profile page, (iii) the names of any members of an SNS with whom you are “friends” or associated on the SNS if such individuals are also “friends” or associated with the Guest on such SNS, and (iv) an indication that the name that the Guest provided to Topbnb when the Guest became a Member matches the name that the Guest provided to the SNSs to which the Guest has linked his or her Topbnb Account, so that you can view such information before confirming or rejecting the booking. If you are unable to confirm or decide to reject a booking of an Accommodation within such 24 hour period, any amounts collected by Topbnb for the requested booking will be refunded to the applicable Guest’s credit card and any pre-authorization of such credit card will be released. When you confirm a booking requested by a Guest, Topbnb will send you an email, text message or message via the Application confirming such booking, depending on the selections you make via the Site, Application and Services.

The fees displayed in each Listing are comprised of the Accommodation Fees (defined below) and the Guest Fees (defined below.) Where applicable, Taxes may be charged in addition to the Accommodation Fees and Guest Fees. The Accommodation Fees, the Guest Fees and applicable Taxes are collectively referred to in these Terms as the “Total Fees”. The amounts due and payable by a Guest solely relating to a Host’s Accommodation are the “Accommodation Fees”. Please note that it is the Host and not Topbnb which determines the Accommodation Fees. The Accommodation Fee may include a cleaning fee, at the Host’s discretion. Topbnb charges a fee to Guests based upon a percentage of applicable Accommodation Fees which are the “Guest Fees”. The Guest Fees are added to the Accommodation Fees to calculate the Total Fees (which will also include applicable Taxes) displayed in the applicable Listing. Topbnb will collect the Total Fees at the time of booking confirmation (i.e. when the Host confirms the booking within 24 hours of the booking request) and will remit the Accommodation Fees (less Topbnb’s Host Fees (defined below)) to the Host within 24 hours of when the Guest arrives at the applicable Accommodation.

Please note that Topbnb does not currently charge fees for the creation of Listings. However, you acknowledge and agree that Topbnb reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Listings. Please note that Topbnb will provide notice of any Listing fee collection via the Site, Application and Services, prior to implementing such a Listing fee feature.

Bookings and Financial Terms for Guests

The Hosts, not Topbnb, are solely responsible for honoring any confirmed bookings and making available any Accommodations reserved through the Site, Application and Services. If you, as a Guest, choose to enter into a transaction with a Host for the booking of an Accommodation, you agree and understand that you will be required to enter into an agreement with the Host and you agree to accept any terms, conditions, rules and restrictions associated with such Accommodation imposed by the Host. You acknowledge and agree that you, and not Topbnb, will be responsible for performing the obligations of any such agreements, and Topbnb is not a party to such agreements and disclaims all liability arising from or related to any such agreements.

Listings for Accommodations will specify the Total Fees. As noted above, the Host is required to either confirm or reject the booking within 24 hours of when the booking is requested (as determined by Topbnb in its sole discretion) or the requested booking will be automatically cancelled. If a requested booking is cancelled (i.e. not confirmed by the applicable Host), any amounts collected by Topbnb will be refunded to such Guest, depending on the selections the Guest makes via the Site and Application, and any pre-authorization of such Guest’s credit card will be released, if applicable.

You agree to pay Topbnb for the Total Fees for any booking requested in connection with your Topbnb Account if such requested bookings are confirmed by the applicable Host. In order to establish a booking pending the applicable Host’s confirmation of your requested booking, you understand and agree that Topbnb reserves the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card for the Total Fees or (ii) charge your credit card a nominal amount, not to exceed one dollar ($1), or a similar sum in the currency in which you are transacting ( e.g. one euro or one British pound) to verify your credit card. Once Topbnb receives confirmation of your booking from the applicable Host, Topbnb will collect the Total Fees in accordance with the terms and conditions of these Terms and the pricing terms set forth in the applicable Listing. Please note that Topbnb cannot control any fees that may be charged to a Guest by his or her bank related to Topbnb’s collection of the Total Fees, and Topbnb disclaims all liability in this regard.

In connection with your requested booking, you will be asked to provide customary billing information such as name, billing address and credit card information either to Topbnb or its third party payment processor. You agree to pay Topbnb for any confirmed bookings made in connection with your Topbnb Account in accordance with these Terms by one of the methods described on the Site or Application – e.g. by PayPal or credit card. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the booking, either directly by Topbnb or indirectly, via a third party online payment processor or by one of the payment methods described on the Site or Application. You also authorize Topbnb to charge your credit card in the event of damage caused at an Accommodation as contemplated under “Damage to Accommodations” below and for Security Deposits, if applicable. If you are directed to Topbnb’s third party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using the services. Once your confirmed booking transaction is complete you will receive a confirmation email summarizing your confirmed booking.

Security Deposits

Hosts may choose to include security deposits in their Listings (“Security Deposits”). Each Listing will describe whether a Security Deposit is required for the applicable Accommodation. If a Security Deposit is included in a Listing for a confirmed booking of Accommodation, Topbnb will use its commercially reasonable efforts to obtain a pre-authorization of the Guest’s credit card in the amount the Host determines for the Security Deposit within a reasonable time prior to the Guest’s check-in at the applicable Host’s Accommodation. Topbnb will also use its commercially reasonable efforts to address Hosts’ requests and claims related to Security Deposits, but Topbnb is not responsible for administering or accepting any claims by Hosts related to Security Deposits, and disclaims any and all liability in this regard.

Service Fees

In consideration for providing the Services, Topbnb collects service fees from Hosts and Guests (“Service Fees”). Service Fees are made up of two (2) components: (i) Guest Fees and (ii) a fee that is charged to the Host based upon a percentage of the amount of the Accommodation Fees (“Host Fees”). Where applicable, Taxes may also be charged in addition to the Host Fees. Host Fees are deducted from the Accommodation Fees before remitting the Accommodation Fees to the Host, within 24 hours of when the Guest arrives at the applicable Accommodation. Guest Fees are, as noted above, included in the Total Fees.

Balances will be remitted to Hosts via check, PayPal, direct deposit or other payment methods described on the Site or via the Application, in the Host’s currency of choice, depending upon the selections the Host makes via the Site, Application and Services. Please note that for any payments by Topbnb in currencies other than U.S. dollars, Topbnb may deduct foreign currency processing costs from such payments. More information on foreign currency processing cost deductions will be available via the Site and Application. More information on Services Fees can be found at http://www.Topbnb.com/help/topic/hosting. Except as otherwise provided herein, Service Fees are non-refundable.

General Booking and Financial Terms

Cancellations and Refunds

If, as a Guest, you cancel your requested booking before the requested booking is confirmed by a Host, Topbnb will refund any Accommodation Fees and any Guest Fees collected for such requested booking within a commercially reasonable time. If, as a Guest, you wish to cancel a confirmed booking made via the Site, Application and Services, the cancellation policy of the Host contained in the applicable Listing will apply to such cancellation.
If a Host cancels a confirmed booking made via the Site, Services, and Application, (i) Topbnb will refund the Total Fees for such booking to the applicable Guest within a commercially reasonable time of the cancellation and (ii) the Guest will receive an email or other communication from Topbnb containing alternative Listings and other related information. If the Guest requests a booking from one of the alternative Listings and the Host associated with such alternative Listing confirms the Guest’s requested booking, then the Guest agrees to pay Topbnb the Total Fees relating to the confirmed booking for the Accommodation in the alternative Listing, in accordance with these Terms. If a Host cancelled a confirmed booking and you, as a Guest, have not received an email or other communication from Topbnb, please contact Topbnb at http://www.Topbnb.com/home/contact.

Recurring Payments

In some instances, Guests may be required to make recurring, incremental payments toward the Total Fees owed for a confirmed booking before beginning his or her stay at the applicable Accommodation (collectively, “Recurring Payments”). More information on Recurring Payments will be made available via the Site, Application and Services, if applicable. If Recurring Payments apply to your payment obligations for Total Fees owed for a confirmed booking, you authorize Topbnb to collect the Total Fees in the increments and at the frequency associated with the applicable Recurring Payments, identified on the Site, Application and Services.

Donations

Some Hosts may pledge to donate a portion of the funds they receive from confirmed bookings made via the Site, Application and Services to a particular cause or charity. We do not control, and will not take any responsibility or liability for, whether the Host does in fact make the donation he or she pledged to make.

Taxes

IRS regulation, regarding federal tax reporting requirements, stipulates that Topbnb must collect IRS Form W-9 from all property owners in the United States. You understand and agree that you are solely responsible for determining your applicable Tax reporting requirements in consultation with your tax advisors. Topbnb cannot and does not offer Tax-related advice to any Members of the Site, Application and Services. Additionally, please note that each Host is responsible for determining local indirect Taxes and for including any applicable Taxes to be collected or obligations relating to applicable Taxes in Listings. Where applicable, or based upon request from a Host, Topbnb may issue a valid VAT invoice to such Host.
Foreign Currency

As part of the Services, Topbnb provides a feature through which Members may view Total Fees for various Listings in foreign currencies. You understand and agree that these views of Total Fees are for informational purposes only and are not the official Total Fees for the Listings. If you (as a Guest) request a booking, you will be notified of the currency in which you will be charged together with the corresponding amount of Total Fees, if your booking is confirmed by a Host. The currency in which you will be charged will be determined by Topbnb based on the payment method you select and the location of the Accommodation in the Listing you are booking. If the currency in which you will be charged is different from the currency chosen by the Host to receive payment, Topbnb will be responsible for the required currency conversion processing, including the costs thereof, which will be calculated based on the most current applicable foreign exchange rate that Topbnb has uploaded to the Site as of the date and time that your booking is confirmed (the “Applicable Exchange Rate”). You acknowledge that the Applicable Exchange Rate used for currency conversion processing may not be identical to the applicable market rate in effect at the specific time such processing occurs because: (i)although Topbnb updates the Applicable Exchange Rate on a regular basis, it does not update such rate on a real-time basis; and (ii) the Applicable Exchange Rate may include an incremental cost or margin that is not included in the applicable market rate. For the avoidance of doubt, Topbnb will retain any profits (and will bear any losses) that result from such currency conversion processing due to changes in the applicable foreign exchange rate between the date your booking is confirmed and the date Topbnb makes payment to a Host.

Damage to Accommodations

As a Guest, you are responsible for leaving the Accommodation in the condition it was in when you arrived. You acknowledge and agree that, as a Guest, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who you invite to, or otherwise provide access to, the Accommodation. In the event that a Host claims otherwise and provides evidence of damage, including but not limited to, photographs, you agree to pay the cost of replacing the damaged items with equivalent items. After being notified of the claim and given forty eight (48) hours to respond, the payment will be charged to and taken from the credit card on file in your Topbnb Account. Topbnb also reserves the right to charge the credit card on file in your Topbnb Account, or otherwise collect payment from you and pursue any avenues available to Topbnb in this regard, including using Security Deposits, in situations in which you have been determined, in Topbnb’s sole discretion, to have damaged any Accommodation, including, but not limited to, in relation to any payment requests made by Hosts under the Topbnb Host Guarantee, and in relation to any payments made by Topbnb to Hosts. If we are unable to charge the credit card on file or otherwise collect payment from you, you agree to remit payment for any damage to the Accommodation to the applicable Host or to Topbnb (if applicable).

Both Guests and Hosts agree to cooperate with and assist Topbnb in good faith, and to provide Topbnb with such information and take such actions as may be reasonably requested by Topbnb, in connection with any complaints or claims made by Members relating to Accommodations or any personal or other property located at an Accommodation (including, without limitation, payment requests made under the Topbnb Host Guarantee) or with respect to any investigation undertaken by Topbnb or a representative of Topbnb regarding use or abuse of the Site, Application or the Services. If you are a Guest, upon Topbnb’s reasonable request, and to the extent you are reasonably able to do so, you agree to participate in mediation or similar resolution process with a Host, at no cost to you, which process will be conducted by Topbnb or a third party selected by Topbnb, with respect to losses for which the Host is requesting payment from Topbnb under the Topbnb Host Guarantee.

If you are a Guest, you understand and agree that Topbnb reserves the right, in its sole discretion, to make a claim under your homeowner’s, renter’s or other insurance policy related to any damage or loss that you may have caused or been responsible for to an Accommodation or any personal or other property located at an Accommodation (including amounts paid by Topbnb under the Topbnb Host Guarantee.) You agree to cooperate with and assist Topbnb in good faith, and to provide Topbnb with such information as may be reasonably requested by Topbnb in order to make a claim under your homeowner’s, renter’s or other insurance policy, including, but not limited to, executing documents and taking such further acts as Topbnb may reasonably request to assist Topbnb in accomplishing the foregoing.

User Conduct

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Content. In connection with your use of our Site, Application and Services, you may not and you agree that you will not:
violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;

use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Content;

use the Site, Application or Services for any commercial or other purposes that are not expressly permitted by these Terms;

copy, store or otherwise access any information contained on the Site, Application, Services or Content for purposes not expressly permitted by these Terms;

infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;

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

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

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

“stalk" or harass any other user of our Site, Application, or Services or collect or store any personally identifiable information about any other user other than for purposes of transacting as an Topbnb Guest or Host;

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

offer, as a Host, any Accommodation that may not be rented or subleased pursuant to the terms and conditions of an agreement with a third party, including, but not limited to, a property rental agreement;

register for more than one Topbnb Account or register for an Topbnb Account on behalf of an individual other than yourself;

contact a Host for any purpose other than asking a question related to a booking, such Host’s Accommodations or Listings;

contact a Guest for any purpose other than asking a question related to a booking or such Guest’s use of the Site, Application and Services;

when acting as a Guest or otherwise, recruit or otherwise solicit any Host or other Member to join third party services or websites that are competitive to Topbnb, without Topbnb’s prior written approval;

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

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

use the Site, Application and Services to find a Host or Guest and then complete a booking of an Accommodation transaction independent of the Site, Application or Services in order to circumvent the obligation to pay any Service Fees related to Topbnb’s provision of the Services;

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

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

systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;

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

access, tamper with, or use non-public areas of the Site or Application, Topbnb’s computer systems, or the technical delivery systems of Topbnb’s providers;

attempt to probe, scan, or test the vulnerability of any Topbnb system or network or breach any security or authentication measures;

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

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

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

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

Topbnb will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Topbnb may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Topbnb has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating the Site, Application and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Topbnb reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Topbnb, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.

Privacy

See Topbnb’s Privacy Policy at http://www.Topbnb.com/home/terms and for information and notices concerning Topbnb’s collection and use of your personal information.

Ownership

The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights is the exclusive property of Topbnb and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content.

Topbnb Referral Program

As a Member, by referring your friends to request a booking or create a Listing that receives a confirmed booking via the Site, Application and Services, you may participate in the “Referral Program”, which is a loyalty program we offer to our Members. If you choose to participate in the Referral Program, for each friend you refer to Topbnb for which a Qualifying Referral (defined below) is completed, you may be able to receive Topbnb Travel Credits (defined below) (each a “Referral Reward”). “Topbnb Travel Credits” are “points” that may be applied as credits toward future confirmed bookings made by Members via the Site, Application and Services.

In order to receive a Referral Reward, each of the following requirements must be met (collectively, a “Qualifying Referral”): (i) you must log in to your Topbnb Account on the Site or Application and select either the “Invite Friends with Facebook” or “Email Your Friends” link; (ii) you must share the link provided with friends via Facebook or Twitter, by copying and pasting the unique referral link generated via the Services, by sending the unique referral link generated via the Services in an email via the Services to your friends; or by using the other tools provided by Topbnb to share the unique referral link with friends; (iii) a friend who clicks the link on Facebook or otherwise or clicks the link contained in the email must create a Topbnb Account and become a Member; and (iv) after becoming a Member, the friend must either request a booking of an Accommodation which is confirmed by the applicable Host or create a Listing which subsequently receives a confirmed booking via the Services with Total Fees of at least seventy-five dollars ($75) that is not subsequently cancelled. Please note that you may not be the Host or the Guest for the booking to receive a Referral Reward.

Satisfaction of a Qualifying Referral and the Referral Reward you receive will be reflected in your Topbnb Account in a commercially reasonable amount of time after the Qualifying Referral has been completed. The Referral Rewards you accrue will be displayed in your Topbnb Account profile page. Referral Rewards can be accrued solely by you and you may not earn Referral Rewards by permitting another individual to use your Topbnb Account. Referral Rewards accrued in multiple Topbnb Accounts may not be combined into one Topbnb Account. You may not earn Referral Rewards by creating multiple Topbnb Accounts. By acquiring Referral Rewards, you agree and acknowledge that Topbnb is granting you a limited, revocable license to a digital item, and that Referral Rewards are not your personal property. You may not obtain any cash or money in exchange for Referral Rewards. Except as explicitly provided herein, Referral Rewards are non-transferable. Members are responsible for keeping track of the Referral Rewards in their Topbnb Accounts.

Specific Terms Regarding Topbnb Travel Credits

Topbnb Travel Credits may only be redeemed for confirmed bookings via the Site, Application and Services and after you accrue Topbnb Travel Credits, such Topbnb Travel Credits will be automatically applied to your next confirmed booking made via the Site, Application and Services. You may only redeem Topbnb Travel Credits after the Topbnb Travel Credits are reflected in your Topbnb Account. The scope, variety, and type of services and products that you may obtain by redeeming Topbnb Travel Credits can change at any time.

Topbnb Travel Credits expire one (1) year from the date that any Topbnb Travel Credits are last accrued in your Topbnb Account. Topbnb will notify you at the email address you provided during Account registration within thirty (30) days of when the Topbnb Travel Credits in your Topbnb Account are scheduled to expire. If for some reason you believe that there is a discrepancy regarding your balance of Topbnb Travel Credits, please contact us at support@Topbnb.com. Topbnb may require to you to submit additional information in order to make a determination regarding your balance. All decisions regarding your balance will be final and at Topbnb’s sole discretion. You are responsible for any Tax consequences, if any, that may result from your redemption or use of Topbnb Travel Credits. Where applicable, Topbnb may be required to account for VAT on any services for which the Topbnb Travel Credits are redeemed.

Without limiting any other terms of these Terms and subject to applicable law, all Topbnb Travel Credits are forfeited if your Topbnb Account is terminated or suspended for any reason, in Topbnb’s sole discretion, or if Topbnb discontinues providing the Site, Application, Services or the Referral Program.

Application License

Subject to your compliance with these Terms, Topbnb grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on a single mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Furthermore, with respect to any App Store Sourced Application (defined below), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Topbnb reserves all rights in the Application not expressly granted to you by these Terms.

Topbnb Content and Member Content License

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

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

Member Content

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

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

Links

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

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Topbnb used herein are trademarks or registered trademarks of Topbnb. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Feedback

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

Copyright Policy

Topbnb respects copyright law and expects its users to do the same. It is Topbnb’s policy to terminate in appropriate circumstances the Topbnb Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Topbnb’s Copyright Policy at www.Topbnb.com/terms, for further information.

Termination and Topbnb Account Cancellation

We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Terms or your access to our Site, Application and Services, and (b) deactivate or cancel your Topbnb Account. Upon termination we will promptly pay you any amounts we reasonably determine we owe you in our discretion, which we are legally obligated to pay you. In the event Topbnb terminates these Terms, or your access to our Site, Application and Services or deactivates or cancels your Topbnb Account you will remain liable for all amounts due hereunder. You may cancel your Topbnb Account at any time via the “Cancel Account” feature of the Services or by sending an email to support@Topbnb.com. Please note that if your Topbnb Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, Application and Services, including, but not limited to, any reviews or Feedback.

Disclaimers

IF YOU CHOOSE TO USE THE SITE, APPLICATION , SERVICES AND PARTICIPATE IN THE REFERRAL PROGRAM, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT Topbnb DOES NOTHAVE AN OBLIGATIONTO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, GUESTS AND HOSTS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION.THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT AND REFERRAL PROGRAM ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, Topbnb EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Topbnb MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY ACCOMMODATIONS, OR THE REFERRAL PROGRAM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. Topbnb MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, ACCOMMODATIONS, YOUR ACCRUAL OF Topbnb TRAVEL CREDITS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, SERVICES OR REFERRAL PROGRAM.

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

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

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY ACCOMMODATIONS VIA THE SITE, APPLICATION AND SERVICES, YOUR PARTICIPATION IN THE REFERRAL PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF Topbnb WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER Topbnb NOR ANY OTHER party involved in creating, producing, or delivering the Site, APPLICATION, Services, COLLECTIVE CONTENT OR THE REFERRAL PROGRAM will be liable for any incidental, special, exemplary or consequential damages, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS arising ouT of or in connection with thESE TERMS, from the use OF or inability to use the SITE, APPLICATION, ServiceS OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF the SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM OR FROM YOUR LISTING OR BOOKING OF ANY ACCOMMODATION VIA THE SITE, APPLICATION AND SERVICES, whether based on warranty, contract, tort (including negligence), PRODUCT LIABILITY or any other legal theory, and whether or not Topbnb has been informed of the possibility of such damage, EVEN IF A limited REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PUrPOSE.

EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO applicable hosts PURSUANT TO AN APPROVED PAYMENT REQUEST UNDER THE Topbnb HOST GUARANTEE, IN no event will Topbnb’S aggregate liability arising out of or in connection with THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY ACCOMMODATION VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM AND IN CONNECTION WITH ANY ACCOMMODATION OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, APPLICATION AND SERVICES AS A GUEST IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A HOST, THE AMOUNTS PAID BY Topbnb TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Topbnb AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnification

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

Export Control and Restricted Countries

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

Accessing and Downloading the Application from iTunes

The following applies to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”):
You acknowledge and agree that (i) these Terms are concluded between you and Topbnb only, and not Apple, and (ii) Topbnb, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Services.

You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Topbnb and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Topbnb.

 

You and Topbnb acknowledge that, as between Topbnb and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

 

You and Topbnb acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Topbnb and Apple, Topbnb, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

 

You and Topbnb acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.

 

Without limiting any other terms of these Terms, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.

Reporting Misconduct

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

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Topbnb and you regarding the Site, Application, Services, Collective Content, Referral Program, and any bookings or Listings of Accommodations made via the Site, Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Topbnb and you regarding bookings or listings of Accommodations, the Site, Application, Services, Collective Content and Referral Program.

Assignment

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

Notices

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

Controlling Law and Jurisdiction

These Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in San Francisco County, San Francisco, California or a United States District Court, Northern District of California located in San Francisco, California for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.

Dispute Resolution

You and Topbnb agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site or Application (collectively, “Disputes”) will be settled by binding arbitration , except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Topbnb are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Topbnb otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/si.asp?id=3477 and a separate form for California residents at www.adr.org/si.asp?id=3485.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure. Unless you and Topbnb otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Topbnb submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Topbnb will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Topbnb will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes. Notwithstanding the provisions of the “Modification” section above, if Topbnb changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@Topbnb.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Topbnb’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Topbnb in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General

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

Contacting Topbnb

If you have any questions about these Terms or any App Store Sourced Application, please contact Topbnb at service@Top50.tw.

 

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