TERMS AND CONDITIONS

"Stay Innovation" Cowork includes the following:

"Stay Innovation" will use commercially reasonable efforts to make available for you the services described below.

• Regular Maintenance of the Office Space

• Non-exclusive access to the Office Space

• Access to wireless, high-speed internet connection.

• Furnishings for the Office Space of the quality and in the quantity typically provided to other "Stay Innovation" Cowork Member Companies with similar office space, workstations, and/or other workspace, as applicable, in the Premises.

• Use of printers, copiers, and/or scanners available only to "Stay Innovation" Cowork “Teams”.

• Heat and air conditioning in the Office Space.

• Use of conference rooms prior reservation.

• Electricity for acceptable and reasonable office use.

• Use of Kitchen.

• Use of conference rooms prior reservation.

• Opportunity to participate in members-only events and benefits.
  (i) Some of these services may only be available for use during business hours and during regular business
  (ii) We reserve the right to access your Office Space, with or without notice, for safety, repair or emergency purposes. We also reserve the right to move your Office Space, modify/reduce the Services or furnishings at any time.
   

Termination or Suspension. We may withhold Services or immediately terminate this Agreement: (i) upon breach of this Agreement by you; (ii) if you fail to comply with the terms and conditions of the "Stay Innovation" Cowork Terms & Conditions, or any other policies or instructions provided by us or applicable to you; or (iii) at any other time, when we, in our sole discretion, see fit to do so. 

An individual Member will no longer be allowed access to the Services and is no longer authorized to access the Main Premises upon the earlier of the termination or expiration of this Agreement; your removal of such Member from the Member List or our notice to you that such Member materially or repeatedly violated this Agreement.

Removal of Property upon Termination. Prior to the termination or expiration of this Agreement, you will remove all of your property; your Members’ and your/their guests’ property from the Office Space and Premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the Office Space or Premises after the termination or expiration of this Agreement and will not have any obligation to store such property, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal. Following the termination or expiration of this Agreement, we will not forward or hold mail or other packages delivered to us.

House Rules

In addition to any rules, policies and/or procedures that are specific to a Main Premises used by you:

• You acknowledge and agree that:

• Keys, key cards and other such items used to gain physical access to the Premises or the Office Space remain our property. You will cause your Members to safeguard our property and you will be liable for replacement fees should any such property be lost, stolen or destroyed;
•You shall promptly notify us of any change to your contact and payment information;
•We will provide notice to you of any changes to services, fees, or other updates by emailing the email addresses provided by you.
•All of your Members are at least 18 years of age;
•You shall be solely and fully responsible for ensuring that no alcohol is consumed by any of your Members or guests who is younger than the legal age for consuming alcohol in the applicable jurisdiction;
•Common spaces are to be enjoyed by all our Member Companies, members and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work;
•You will provide us with reasonable notice of and complete all required paperwork prior to hosting any event at the Premises;
•You will be responsible for any damage to your Office Space exceeding normal wear and tear;
•In the event you or the guest damages our property and/or furniture, you shall bear sole responsibility for the repair and/or replacement of the said property and/or furniture.
•You may not make any structural or nonstructural alterations or installations of wall attachments, furniture or antennae in the Office Space or elsewhere in the Premises without prior approval by us. In the event that any alterations or installations are made, you shall be responsible for the full cost and expense of the alteration or installation and, prior to the termination of this Agreement, the removal of such items and the restoration necessitated by any such alterations. To the extent that we incur any costs in connection with such alteration, installation or removal which are not otherwise paid by you we shall deduct such costs from the Service Retainer. In no event are you permitted to perform any of these actions. Only a member of our facilities staff is entitled to perform an alteration, installation, removal or restoration. Reach out to a member of your community team for more information;
•You and your Members’ computers, tablets, mobile devices and other electronic equipment must be (i) kept up-to-date with the latest software updates provided by the software vendor and (ii) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat is remediated; and
•You consent to our non-exclusive, non-transferable use of your Member Company name and/or logo in connection with identifying you as a Member Company of "Stay Innovation" Cowork, alongside those of other Member Companies, on a public-facing “Membership” display on "Stay Innovation".com, as well as in video and other marketing materials. You warrant that your logo does not infringe upon the rights of any third party and that you have full authority to provide this consent. You may terminate this consent at any time upon thirty (30) days’ prior notice.

Additional Agreements

Information Technology

In order to utilize all the functionalities offered by us, it may be necessary to install software onto a Member’s computer, tablet, mobile device or other electronic equipment. In addition, a Member may request that we troubleshoot problems a Member may have with respect to printing, accessing the network connection "Stay Innovation" Cowork provides shared Internet access to Members via a wired or wireless network connection. For those Members wishing to implement a private wired network, "Stay Innovation" Cowork may allow you to install a firewall device for your exclusive access and use, subject to "Stay Innovation" Cowork IT approval, and you will be responsible for removal of the same. Prior to any such installation or removal, you shall coordinate with the "Stay Innovation" Cowork IT team to discuss the actual setup, appropriate time, manner and means for such installation or removal and any additional fees that may result from the request. To the extent that we incur any costs in connection with such installation or removal, which are not otherwise paid by you, we shall deduct such costs from the Service Retainer. You shall also be responsible for any monthly fees incurred relating to your private, secured wired network.

Waiver of Claims to the extent permitted by law, you, on your own behalf and on behalf of your Members, employees, agents, guests and invitees, waive any and all claims and rights against us and our landlords at the Premises and our and its affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “"Stay Innovation" Cowork Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet.

Indemnification

You will indemnify the "Stay Innovation" Cowork Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or your Members or your or their guests, invitees or pets or any of your or their actions or omissions. You are responsible for the actions of and all damages caused by all persons and pets that you, your Members or your or their guests invite to enter any of the Premises. You will indemnify "Stay Innovation" Cowork from any and all damages caused by you, your Members, and/or your Members guests. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the "Stay Innovation" Cowork Parties without our written consent. None of the "Stay Innovation" Cowork Parties shall be liable for any settlement made without its prior written consent.

Insurance

Since this agreement limits your claims against us, we encourage you to maintain personal property insurance and commercial general liability insurance covering you and the Members for property loss and damage, injury to the Members and the Members’ guests and prevention of or denial of use of or access to, all or part of the Premises, in form and amount appropriate to your business.

Pets

If the Office Space is in Premises designated by us to be one in which pets are permitted, and if any Member plans on regularly bringing a pet into the Office Space or otherwise into the Premises, we may require this Member to produce proof of vaccination for such pet and evidence of compliance with applicable local regulations. If any of your Members brings a pet into the Premises, you will be responsible for any injury or damage caused by this pet to other members or guests or other occupants of the Premises or to the property of (i) "Stay Innovation" Cowork or any employees, members or guests or (ii) the owner(s) or other occupants of the Premises. None of the "Stay Innovation" Cowork Parties will be responsible for any injury to such pets. We reserve the right to restrict any Member’s right to bring a pet into the Premises in our sole discretion.

Other members

We do not control and are not responsible for the actions of other Member Companies, Members, or any other third parties. If a dispute arises between Member Companies, members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

Privacy

We collect, process, transfer and secure personal data about you and your Members in accordance with all applicable data protection laws. Note that you are not obligated to provide us with personal information and any information collected by us will be provided by you at your own will and with your explicit consent granted herein by execution of this Agreement. You hereby undertake (i) to inform any new or existing Member of the provisions of this clause and the privacy policy, (ii) where necessary, to obtain consent from such Member to the collection, processing, transferring and securing of data described herein and (iii) you in fact collect and process such Member’s personal data in accordance with applicable law.
 

Arbitration and Class Action Waiver

Governing Law

This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of [ENTER JURISDICTION] without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or any other implementation of the Uniform Computer Information Transactions Act. 

Venue

Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled in accordance with the International Chamber of Commerce commercial arbitration rules then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be of [ENTER JURISDICTION].

Proceedings; Judgment

The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.

Class/Group Action Waiver

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Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class or group action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS OR GROUP REPRESENTATIVE OR CLASS OR GROUP MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
 

Miscellaneous

Nature of the Agreement; Relationship of the Parties: The whole of the Premises remains our property and in our possession and control. We are giving you the right to share with us the use of the Premises so that we can provide the Services to you. Notwithstanding anything in this Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and this Agreement in no way shall be construed as to grant you or any Member any title, easement, lien, possession or related rights in our business, the Premises or anything contained in or on the Premises. This Agreement creates no security of tenure, tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship.

Updates to the Agreement: We may from time to time update this Agreement and will provide notice to you of these updates. You will be deemed to have accepted the new terms of the Agreement following the completion of two (2) full calendar months after the date of notice of the update(s). Continued use of the Office Space or Services beyond this time will constitute acceptance of the new terms.

Waiver: Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.

Subordination: This Agreement is subject and subordinate to our lease with our landlord of the Premises and to any supplemental documentation and to any other agreements to which our lease with such landlord is subject to or subordinate. However, the foregoing does not imply any sublease or other similar relationship involving an interest in real property.

Extraordinary Events: "Stay Innovation" Cowork will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond "Stay Innovation" Cowork’s reasonable control, including without limitation (i) any delays or changes in construction of, or "Stay Innovation" CoWork’s ability to procure any space in, any Premises, and (ii) any delays or failure to perform caused by conditions under the control of our landlord at the applicable Premises.

Severable Provisions: Each provision of this Agreement shall be considered separable. To the extent that any provision of this Agreement is prohibited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.

Survival: all provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.

Notices: Any and all notices under this Agreement will be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to the email addresses specified on the Membership Details Form, except as otherwise provided in this Agreement. "Stay Innovation" Cowork may send notices to either (or both) the Primary Member or the Authorized Signatory, as "Stay Innovation" Cowork determines in its reasonable discretion. Notices related to the physical Office Space, Premises, Members, other Member Companies or other issues in the Premises should be sent by the Primary Member. Notices related to this Agreement or the business relationship between you and "Stay Innovation" Cowork should be sent by your Authorized Signatory. In the event that we receive multiple notices from different individuals within your company containing inconsistent instructions, the Authorized Signatory’s notice will control unless we decide otherwise in our reasonable discretion.

Headings; Interpretation: The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate. References to any times of day in this Agreement refer to the time of day in the Office Space’s time zone.

No Assignment: Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of you or your parent corporation, you may not transfer or otherwise assign any of your rights or obligations under this Agreement (including by operation of law) without our prior consent. We may assign this Agreement without your consent.

OFAC: You hereby represent and warrant that (i) neither you, nor anyone who directly or indirectly owns a 50% or greater economic or voting interest in you, nor any of your Members are or will be, at any time during the Term, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time or is an entity domiciled under regions sanctioned by the U.S. Department of Treasury, (ii) neither you nor any of your Members are or will be, at any time during the Term, a government official, including without limitation an official or employee of any government, an official of a political party, or a candidate for political office, or a director, officer, employee, or “affiliate” (as defined in regulations under the U.S. Securities Exchange Act of 1934) of a government instrumentality and (iii) neither you nor any of your Members will, at any time during the Term, engage in any activity under this Agreement, including the use of Services provided by "Stay Innovation" Cowork in connection with this Agreement, that violates applicable U.S. economic sanctions laws or causes "Stay Innovation" Cowork to be in violation of such U.S. economic sanctions laws.

Anti-Money Laundering: You hereby represent and warrant that at all times you and your Members have conducted and will conduct your operations ethically and in accordance with all laws, including but not limited to laws that prohibit commercial bribery and money laundering (the “Anti-Money Laundering Laws”), and that all funds which you will use to comply with your payments obligations under this Agreement will derived from legal sources, pursuant to the provisions of Anti-Money Laundering Laws. You will provide us with all information and documents that we from time to time may request in order to comply with all Anti-Money Laundering Laws.

Anti-Corruption Laws: Neither you nor any of your Members, your directors, officers, employees, agents, subcontractors, representatives or anyone acting on your behalf, (i) has, directly or indirectly, offered, paid, given, promised, or authorized the payment of any money, gift or anything of value to: (A) any Government Official or any commercial party, (B) any person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official or any commercial party, or (C) any employee or representative of "Stay Innovation" Cowork for the purpose of (1) influencing an act or decision of the Government Official or commercial party in his or her official capacity, (2) inducing the Government Official or commercial party to do or omit to do any act in violation of the lawful duty of such official, (3) securing an improper advantage or (4) securing the execution of this Agreement, (ii) will authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, in connection with this Agreement, the Services or the Office Space. For purposes of this section, “Government Official” means any officer, employee or person acting in an official capacity for any government agency or instrumentality, including state-owned or controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office.

Brokers: You hereby represent and warrant that you have not used a broker or realtor in connection with the membership transaction covered by this Agreement. You hereby indemnify and hold us harmless against any claims arising from the breach of any warranty or representation of this paragraph.

Entire Agreement: This Agreement, including the Membership Details Form, constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.

"STAY INNOVATION" COWORK GENERAL TERMS OF USE

Loyalty Programme Overview

The “Luna by "Stay Innovation"” Loyalty and Rewards Programme (“Loyalty Programme”) is managed and operated by "Stay Innovation" Loyalty Management Ltd. with its principal address at Hillgate House 13 Hillgate Street, Notting Hill, London, W8 7SP (“"Stay Innovation"”).

• The Loyalty Programme is governed by the terms and conditions as set forth herein, which may be modified at any time in "Stay Innovation"’s sole and absolute discretion (“Programme Rules”). All interpretations of these Programme Rules by "Stay Innovation" are final.

• The Programme Rules govern "Stay Innovation"’s relationship with members of the Loyalty Programme (referred to collectively as “Members” and individually as a “Member” or “you”), including how Members manage their Membership Account (defined below), earn and redeem Loyalty Programme tokens (“Tokens”) with participating properties (each a “Participating Property”), as well as with third party Programmes which have a business relationship with "Stay Innovation" (“Partner Programmes”), and request and use Redemption Awards (defined below).

• "Stay Innovation" reserves the right to add, modify, delete or otherwise change any of the terms and conditions contained in the Programme Rules in its sole and absolute discretion, with or without notice, even if such changes affect the value of Tokens already accumulated. This means that "Stay Innovation" may make changes that affect, but are not limited to, Participating Properties, rules for earning Tokens, redeeming Tokens, rules and procedures for the use of Tokens, continued availability of Tokens and the provision of any special offers

• By opening a Loyalty Programme membership account (“Membership Account”), or by using the Membership Account number you were assigned (“Membership Number”) to receive and redeem benefits under the Loyalty Programme, including, without limitation, the award of Tokens, you understand and agree that:
  i. you have read and accept these Programme Rules; and you have read and accept the "Stay Innovation"’s Terms of Use which are incorporated by reference herein; and
  ii. you consent to the collection, use, and disclosure of your personal data by "Stay Innovation", Participating Properties and Partner Programmes, and their authorized third- party agents and licensees in accordance with "Stay Innovation"’s Privacy Policy.

• All Loyalty Programme benefits, amenities, offers, Tokens and services are subject to availability and may be changed by "Stay Innovation" at any time without notice in its sole and absolute discretion. "Stay Innovation" may terminate the Loyalty Programme, in whole or in part, with six (6) months’ notice to all active Loyalty Members and with less than six (6) months’ notice in any jurisdiction, if required to do so by applicable law. At "Stay Innovation"’s sole and absolute discretion, "Stay Innovation" may choose to substitute a similar loyalty and rewards Programme for the Loyalty Programme at any time immediately upon notice to active Loyalty Members. If the Loyalty Programme is terminated, all unredeemed Tokens will be forfeited without any obligation or liability, and no redemption claims or promotional Token claims will be honored after the conclusion of the notice period.

• Except as otherwise expressly prohibited or limited by applicable laws, "Stay Innovation" may at any time amend, modify or supplement these Programme Rules, the structure for earning Tokens, with or without notice, even though such changes may affect the value of Tokens, or the ability to obtain certain Tokens (collectively, “Programme Rules Changes”). Loyalty Members are responsible for remaining knowledgeable of the Programme Rules and any Programme Rule Changes. Your continued participation in the Loyalty Programme will constitute your acceptance of any such Programme Rule Changes.

Membership

• Eligibility. Membership in the Loyalty Programme is available to any individual who: (i) possesses the legal authority to agree to the Programme Rules; (ii) resides in a jurisdiction which legally permits participation in the Loyalty Programme; (iii) is not a resident of Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine; (iv) provides valid and accurate personal information when enrolling in the Loyalty Programme; (v) is not already a Member of the Loyalty Programme; and (vi) has not previously been terminated from the Loyalty Programme (collectively, the “Eligibility Requirements”).

• Member’s Responsibilities Relating to the Programme Rules and Other Documents.
  i. Members are responsible for reading and understanding the Programme Rules and all communications from "Stay Innovation" about the Loyalty Programme, including Membership Account Statements and any other document that sets forth your rights, responsibilities, and status in the Loyalty Programme. If a Member has any questions about the Loyalty Programme or these Programme Rules, the Member should contact the Member Support Team, contact details can be found here. Any time a Member contacts the Member Support Team, that Member may be asked to answer certain security question to verify the Member’s identity. The Member Support Team may monitor or record telephone calls for quality assurance.
  ii. Members are responsible for reading "Stay Innovation"’s Privacy Statement in order to understand how "Stay Innovation" collects, uses, and discloses a Member’s data. If a Member has any questions about "Stay Innovation"’s Privacy Statement or its collection, use, or disclosure of a Member’s data, the Member should contact the Member Support Team.

• Membership Levels and Membership Benefits. The Loyalty Programme may consist of various levels of membership with each level earning or accruing Tokens at varying rates. The basic level membership is free and open to all individuals who meet the Eligibility Requirements set forth in Section 2(a). If you chose a higher level membership which involved the payment of fees, supplementary terms and conditions and eligibility requirements will apply. For more information about the current membership levels offerings, including the related benefits of those levels, may be located on "Stay Innovation"’s website at Membership Levels and Membership Benefits Overview.

• Membership Application. To apply for membership into the Loyalty Programme, an individual must complete a membership application (“Membership Application”) on the Loyalty Programme’s website, at a Participating Property, on the "Stay Innovation" mobile app (“"Stay Innovation" App”), or through any other enrollment network that may be established by "Stay Innovation". "Stay Innovation" reserves the right to reject any individual’s Membership Application in its sole and absolute discretion.

• Membership Account Number. Upon acceptance and approval of a Membership Application, a Membership Account will be created by the Member and that Member will be assigned a unique Membership Number. Upon receipt of a Membership Number, an individual will be deemed a Member and eligible to earn Tokens from reservations and purchases made on the "Stay Innovation" App or at Participating Properties. It is your responsibility to keep your membership details confidential and safe at all times.

• Individual Membership Accounts. Only individuals are eligible for membership into the Loyalty Programme and individuals are limited to only one active Membership Account. Membership Accounts may not be jointly owned by two or more individuals. Membership Accounts, including all benefits offered under the Loyalty Programme, are non-transferable unless expressly stated otherwise herein.

• Multiple Membership Accounts Prohibited. A Member may not maintain more than one Membership Account under the Loyalty Programme. If more than one Membership Account Number is assigned to an individual under the Loyalty Programme, that Member will only receive Tokens under the Membership Account first created under the Loyalty Programme. All duplicate Membership Accounts may be cancelled and those associated Tokens terminated without notice.

• Member’s Personal Profile. Certain identifying information provided by a Member in connection with the submission of the Membership Application will be maintained by "Stay Innovation". This information will be accessible by a Members on both the "Stay Innovation" App and "Stay Innovation"’s website. Members will be able to modify and delete this personal information through the "Stay Innovation" App and/or "Stay Innovation"’s website. Certain modifications, such as name changes, may be subject to a request for supporting documentation in "Stay Innovation"’s sole and absolute discretion. All information provided by the Member to "Stay Innovation" and contained on the Member’s profile must be accurate and kept current. By providing credit cards details as part of a Member's profile, Members agree that any credit cards stored may be used by "Stay Innovation" and Participating Properties to guarantee the charges for any reservations made using the Member’s Membership Account, unless the Member provides a different credit card when the reservation is made, at check-in or at check-out. A Member may change his/her credit card authorisation for future transactions by changing his/her banking or credit card information through either the "Stay Innovation" App, on "Stay Innovation"’s website or by contacting the Member Support Team. A Member must notify "Stay Innovation" if the authorized credit card on that Member’s profile is lost, stolen, invalidated or expired.

• Use of Member’s Personal Information. All information provided by the Member is processed and handled in accordance with "Stay Innovation"’s Privacy Policy.

• Communications to Members. All communications relating to the Loyalty Programme will be sent to the Member’s mailing address or email address listed in the Membership Account. Communications will be deemed received one (1) business day after sending if delivered by email or five (5) business days after sending if delivered by mail. Members are required to keep up to date all information, including email and mailing address. "Stay Innovation" shall have not be liable for any misdirected or lost mail or any consequences thereof.

• Account Statements/Token Balance Summaries. A Member can review his/her Token balance and transaction history at any time by accessing his/her profile through the "Stay Innovation" App once such feature is made available. "Stay Innovation" will use reasonable efforts to ensure that such information is up to date and accurate, however from time to time there may be delays in updating the Token balance and transaction history. "Stay Innovation" is not responsible for any misinformation, including recent transaction history, that may be reflected on the Member’s profile on either the "Stay Innovation" App or "Stay Innovation"’s website. In addition, "Stay Innovation" may from time to time, but is not obliged to, provide a Member with an account statement that contains important information relating to Member’s Membership Account (“Account Statement”) provided there has been a transaction on the Membership Account since the last Account Statement (if applicable) was delivered to the Member. The Account Statement will include a summary of the Member’s Token balance and transaction history. A Member may also contact the Member Support Team for information relating to the Member’s Membership Account, including transaction history and Token balance.

Cancellation or Suspension of Membership Accounts.

By Member. A Member may cancel his/her Membership Account under the Loyalty Programme at any time by sending a written notice of cancellation to the Member Support Team. In the event of cancellation, all unredeemed Tokens and other similar awards will be forfeited immediately and may not be reinstated or transferred.

By "Stay Innovation". "Stay Innovation" may cancel a Member’s accumulated Tokens, or suspend and/or cancel the Loyalty Programme or certain benefits thereof (which will subsequently also remove protection against the forfeiture of Tokens should the Member become inactive as described in Section 3(h)) or cancel a Member’s Membership Account at any time with immediate effect and without written notice, for any reason and in "Stay Innovation"’s sole discretion (acting reasonably) including, without limitation, if "Stay Innovation" believes the Member has:

1. Acted in a manner inconsistent with applicable laws, regulations, ordinances;

2. Failed to pay any charges or other bill when due to "Stay Innovation" or a Participating Property or failed to fulfill any financial obligation incurred as a result of the Member’s actions;

3. Acted in an inappropriate, fraudulent, abusive or hostile manner;

4. Breached or violated any of these Programme Rules or "Stay Innovation"’s Terms of Use; or

5. Engaged in any misconduct or wrongdoing in connection with the Loyalty Programme including, without limitation, with respect to fraudulent claims of eligibility to earn benefits under the Loyalty Programme;

Bankruptcy. Subject to applicable law, a Member’s membership in the Loyalty Programme will terminate automatically upon the Member filing for bankruptcy or otherwise being subject to a bankruptcy or similar proceeding.

Legal Action. Nothing contained in these Programme Rules will limit "Stay Innovation" in the exercise of any legal or equitable rights or remedies afforded to it by law or under these Programme Rules.

• Effect of Membership Cancellation.

i. The Loyalty Programme, Tokens and other related benefits and services are the sole property of "Stay Innovation", and are not the property of Members. Upon the cancellation of a Membership Account in the Loyalty Programme for any reason, all unredeemed Tokens and all other similar accrued benefits will be forfeited and a Member will no longer be able to participate in the Loyalty Programme. All benefits earned under this Loyalty Programme, including Tokens, have no cash value and "Stay Innovation" will not compensate or pay cash for any forfeited or unused benefits, including Tokens.
ii. If "Stay Innovation" cancels a Member’s Membership Account for any reason, the Member may not reapply for membership in the Loyalty Programme and any Membership Account opened in the Member’s name and all benefits earned under the Loyalty Programme, including Tokens, and associated with that Membership Account will be void and cancelled upon discovery.
iii. If a Member cancels his/her Membership Account, or if a Member’s Membership Account becomes inactive as described in Section 3(h), the Member may reapply for membership in the Loyalty Programme at a later date, but no Tokens or other benefits previously forfeited or expired will be reinstated to the Membership Account.

• Modification of Programme. Except as otherwise expressly prohibited or limited by applicable laws, "Stay Innovation" has the right to change, limit, modify or cancel the Programme Rules at any time, with or without notice, even though such changes may affect the value of Tokens, or the ability to obtain certain Tokens. Partner Programmes similarly reserve the right to modify their own programmes, which may impact your rights and expected benefits under the Loyalty Programme. "Stay Innovation" and Partner Programmes may, among other things: (i) increase or decrease the number of Tokens received or required for a Stay (ii) withdraw, limit, modify or cancel any Tokens; (iii) add blackout dates, limit rooms available for any Token or Membership Level at any Participating Property or otherwise restrict the continued availability of Tokens; and (iv) change Programme benefits, locations served by "Stay Innovation", conditions of participation, rules for earning, redeeming, retaining or forfeiting Tokens, or rules governing the use of Tokens. In accumulating Tokens, Members may not rely upon the continued availability of Tokens, Membership Levels or any other benefits offered under the Loyalty Programme.

• Termination of Programme. "Stay Innovation" may terminate the Loyalty Programme with six (6) months’ advance notice to Members. At "Stay Innovation"’s sole discretion, "Stay Innovation" may choose to substitute a similar Loyalty Programme for the Loyalty Programme at any time immediately upon notice to active Loyalty Members. A Member may not accumulate Tokens or any other benefits under the Loyalty Programme after termination. If the Loyalty Programme is terminated, all unredeemed Tokens will be forfeited without any obligation or liability, and no other earned benefits or services will be honored after the conclusion of the notice period. "Stay Innovation" may terminate any of the Loyalty Programme in whole or in part, in any jurisdiction on less than six months’ notice, if required to do so by applicable law.

• Benefits Subject to Availability and Modification. All Loyalty Programme benefits, amenities, offers, and services are subject to availability and may be changed at any time without notice.

• Eligibility to Receive Benefits. By accepting any Loyalty Programme benefits, amenities, offers, or services, including, without limitation, any Tokens or similar awards, a Member acknowledges that he/she is responsible for determining whether he/she is eligible to receive, and that he/she is eligible to receive, such Loyalty Programme benefits, amenities, offers, or services (including, without limitation, Tokens and similar awards) under applicable laws, gift policies and incentive policies. Each Member must immediately notify "Stay Innovation" if he/she is not eligible to receive any Loyalty Programme benefits, amenities, offers or services at any time.

• Eligibility Notification. A Member must promptly notify "Stay Innovation" in the event that (i) he/she is not eligible for any reason, including, without limitation, pursuant to any applicable laws, gift policies or incentive policies, to earn Tokens, hold membership status, or any other benefits that a Member may earn under the Loyalty Programme, or (ii) his/her Member Account has been credited with any Tokens or any other benefit that a Member may earn under the Loyalty Programme that he/she has not earned or is not eligible to earn.

Token System

• Tokens Generally. Members may earn Tokens only under the Loyalty Programme for eligible charges through the "Stay Innovation" App, on "Stay Innovation"’s website, at Participating Properties or through Partner Programmes. Tokens may also be awarded to Members for other reasons in "Stay Innovation"’s sole and absolute discretion. Unless "Stay Innovation" expressly advises that Tokens can be earned by Members for specific charges, the position is that the charges are not eligible to earn Tokens.

• Tokens Subject to Programme Rules. As set forth in Section 1(c), the accumulation and redemption of Tokens is subject to the Programme Rules. Each Member is responsible for reading the Programme Rules, balance summaries or statements and all other communications from "Stay Innovation" related to the Loyalty Programme in order to understand his or her rights, responsibilities, and status in the Loyalty Programme, as well as the structure for earning and redeeming Tokens.

• Taxes. Tokens and other benefits earned through participating in the Loyalty Programme, including redeeming Tokens for Awards (as defined below), may be subject to tax liability. Any tax liability, including disclosure, connected with the receipt or use of Tokens and Awards is the sole responsibility of the Member. If "Stay Innovation" is required by any competent authority to make a payment of tax in relation to any Member's Tokens or Membership Account, the Member shall promptly reimburse "Stay Innovation" for all such taxes and any costs incurred in relation to the administration of such taxes and payment.

• Non-transfer and Non-Assignment of Tokens. Tokens and any other benefits earned under the Loyalty Programme do not constitute property of the Member and belong exclusively to "Stay Innovation". Tokens accrued by a Member are for the Member’s benefit only and may not be transferred for any reason.

• Death. In the event of a Member’s death, "Stay Innovation" may, in its sole discretion, allow unredeemed Tokens from the deceased Member’s Membership Account to be transferred to a family Member or close friend who is an active Member upon "Stay Innovation"’s receipt and review of all requested documentation and communications.

• Divorce. In the event of a Member’s adjudicated divorce settlement, "Stay Innovation" may, in its sole discretion, allow unredeemed Tokens to be transferred from one Member’s Membership Account to another Member’s Membership Account upon "Stay Innovation"’s receipt and review of all requested documentation and communications including, without limitation, legal documents directing such a transfer of Tokens.

• No Sale or Transfer. Tokens and other Member benefits may not be sold, bartered or transferred by Members. Any attempted transfer, sale or barter will be void and such Token's cancelled. "Stay Innovation" and its partners may refuse to honor or recognize any Tokens or other Member benefits which "Stay Innovation" believes may have been transferred, sold or bartered. Any Tokens which "Stay Innovation" deems in its sole and absolute discretion to have been transferred in violation of the Programme Rules may be cancelled.

• Token Expiration Policy. All Tokens expire if unredeemed within twenty-four (24) months from the date such Tokens are earned by a Member, subject to the any exceptions that may be imposed by "Stay Innovation" in its sole and absolute discretion. In addition, Members must remain active in the Loyalty Programme to retain any Tokens they accumulate. If a Member’s Membership Account is inactive for twenty-four (24) consecutive months, that Member’s Membership Account will forfeit all accumulated Tokens. Members can remain active in the Loyalty Programme and retain accumulated Tokens by earning Tokens in the Loyalty Programme or redeeming Tokens in the Loyalty Programme at least once every twenty-four (24) months, subject to the any exceptions that may be imposed by "Stay Innovation" in its sole and absolute discretion. If a Member does not maintain an active status for five (5) consecutive years, the Member’s Membership Account may be deactivated by "Stay Innovation" in its sole discretion. Once Tokens are forfeited, the Tokens cannot be reinstated, but a Member can earn new Tokens, unless that Member’s Membership Account has been deactivated.

Earning Tokens

• How to Earn Tokens. A Member will earn ten (10) Tokens for each U.S. Dollar, or the currency equivalent, that is incurred and paid for by the Member on Qualifying Charges (as defined below) in accordance with this Section 4. The amount of Tokens earned per U.S. Dollar spent by a Member may be modified by "Stay Innovation" at any time without advance notice.

• Qualifying Charges. “Qualifying Charges” include all charges and purchases directly made with "Stay Innovation" either through the "Stay Innovation" App, on "Stay Innovation"’s website or at Participating Properties, including but not limited to:
  i. Charges incurred during a Stay in a guest room at a Participating Property by a Member on his/her folio, including, without limitation, charges for:
  (i) Qualifying Rates for Stays;
  (ii) Food and beverage (excluding alcoholic beverages where prohibited by law) and may exclude charges incurred at outlets that are not managed or operated by the Participating Property (if available); and
  (iii) Any other applicable charges identified as Qualifying Charges (in "Stay Innovation"’s sole and absolute discretion) that may vary by Participating Property, which such Member should confirm either during or after his/her Stay; provided the Member provides his/her Membership Number at the time of reservation or at check-in, Stays in one of the reserved guest rooms, and directly pays for the charges.
  ii. Charges incurred by a Member, without a Stay in a guest room, for food and beverage (excluding alcoholic beverage where prohibited by law) at restaurants located at Participating Properties that offer this benefit if:
  (i) the restaurant permits guests to charge food and beverages on their folio;
  (ii) the charges are greater than $10 U.S. dollars (excluding taxes, service charges, and gratuities);
  (iii) the food and beverages are not in connection with a banquet, meeting or other function that is excluded from Qualifying Charges as provided in this Section; and
  (iv) provided the Member provides his/her Membership Number at the time of payment.

• Non-Qualifying Charges. Charges which do not qualify for Tokens include any complimentary services, redeemed Tokens or any other fees or charges including, without limitation: (i) charges for banquets, meetings or other functions; (ii) other fees paid including, without limitation, parking, business center, retail stores, and other third-party services; and (iii) taxes, service charges, gratuities, fees (such as late check out fees), mandatory or automatic charges (such as resort charges) and other applicable charges.

• Qualifying Stay. A "Stay Innovation" or “Qualifying Stay” means all consecutive nights a Member registers for, and personally pays and stays at any Participating Property, for which the room is billed to the Member. In addition, a "Stay Innovation" or “Qualifying Stay” is a stay of one or more consecutive nights at the same Participating Property by a Member who: (i) provides his/her Membership Number at the time of reservation or at check-in; (ii) pays a Qualifying Rate (as defined below); and (iii) Stays personally in one of the reserved guest rooms. If a Member checks out of a guest room and then checks back in to a guest room at the same Participating Property within 24 hours, it will count as a single Stay for purposes of calculating Stays and issuing Member benefits. A Member may only earn Tokens during any Stay if he/she Stays in one of the reserved guest rooms and pays a Qualifying Rate. Members cannot earn or receive benefits at multiple Participating Properties for the same Stay date(s). Only one Member per guest room can earn Tokens. If there is more than one Member staying in the same guest room, the Members who will be paying the bill will accrue the Tokens.

• Qualifying Rates. A “Qualifying Rate” is the rate a Member pays for a Stay in a guest room at a Participating Property which qualifies to earn Tokens. Qualifying Rates are such rates found on the "Stay Innovation" App or on "Stay Innovation"’s website without an application of a discount code. Unless otherwise specifically stated herein or identified at the time of booking, Members will receive credit for the Stays on Qualifying Rates.

• Non-Qualifying Rates. A “Non-Qualifying Rate” is a rate a Member pays for a Stay in a guest room at a Participating Property which does not qualify to earn Tokens. Non-Qualifying Rates are those booked using the following methods:
  i. The guest room was booked through a tour operator, online travel channel or other third-party channel including, without limitation, expedia, hotwire.com, priceline.com, trivago, lastminute.com, booking.com, travelocity.com;
  ii. The guest room was booked at a group rate as part of an event, meeting, conference or organized tour, and the Member does not directly pay the Participating Property for such room;
  iii. The guest room was booked at a tour operator, wholesaler, or crew room rate or package including, without limitation, travel industry rates and organized tours or package bookings;
  iv. The guest room was booked at either the (i) "Stay Innovation" employee or friends and family rate or (ii) "Stay Innovation" business rate;
  v. The guest room was complimentary or discounted; or
  vi. A voucher or third-party award was redeemed for the guest room.

• Tokens Only Earned at Participating Properties. Tokens will not be earned, awarded or otherwise accumulated, at any subsidiary or affiliate of "Stay Innovation" other than at Participating Properties, unless otherwise advertised. If a property ceases to be a Participating Property, all Stays subsequent to such date will not be eligible to earn Tokens regardless of when the reservation was made.

• Additional Restrictions on Earning Tokens. No other person except the Member may earn Tokens on Qualifying Charges on Qualifying Nights for his/her Membership Account. Tokens for a room shared by two Members will only be awarded to one Member. Tokens accrual is limited to individual travel and the room must be paid for individually by the Member or direct billed to the entity who has arranged payment for the Member’s Stay that is not associated with a convention or group meeting. If the Member attends a convention or group meeting and individually pays the hotel or other property directly for the room, he/she will be eligible to receive Tokens for the Stay. However, contract rooms, rooms reserved by companies (regardless of whether on an ongoing basis), and master-billed rooms are not eligible to earn Tokens. Military rates at certain Participating Properties may be subject to local restrictions and may be ineligible for Tokens.

• Credit for Stays Completed Prior to Membership. Tokens may be earned for Stays completed within thirty (30) days prior to the Member’s enrollment in the Loyalty Program, if such credit is requested through the Member Support Team, along with a copy of the paid receipt for the Stay, within sixty (60) days of the Stay. Additional documentation may be requested in "Stay Innovation"’s sole and absolute discretion.

• Foreign Currency Exchange. The amount of Tokens earned at Participating Properties where a non-U.S. dollar currency is used will be calculated based on Qualifying Charges converted to U.S. Dollar at the exchange rate selected by "Stay Innovation". This may be the foreign exchange rate used by a Participating Property at check-in, at check-out or another rate selected by "Stay Innovation" and may not be the same rate used for currency conversions on the Member’s Membership Account.

• Transferring Tokens. At this time, "Stay Innovation" does not permit Members to transfer or otherwise assign Tokens to any other individuals, including other Members.

• Purchase of Tokens. At this time, "Stay Innovation" does not permit Members to purchase, sell or otherwise transfer for consideration Tokens to or from "Stay Innovation" or any other individuals, including other Members.

• Additional Ways to Earn Tokens.
  i. "Stay Innovation" Impact Programme. Members may also earn Tokens by participating in select charitable events sponsored by "Stay Innovation" (“"Stay Innovation" Impact Events”). "Stay Innovation" Impact Events may vary by Participating Property. Participation in "Stay Innovation" Impact Events may be subject to additional terms and conditions. Such additional terms and conditions may vary by "Stay Innovation" Impact Event and Participating Property. The number of Tokens earned for participation in "Stay Innovation" Impact Events will be set by "Stay Innovation" in its sole and absolute discretion and may vary by event. The amount of Tokens earned per "Stay Innovation" Impact Event may also be modified at any time by "Stay Innovation" without advance notice. Tokens earned by participating in "Stay Innovation" Impact Events will be subject to the Programme Rules and any additional exceptions that may be imposed by "Stay Innovation" in its sole and absolute discretion. For additional information relating to "Stay Innovation" Impact Events, including the earning of Tokens for participation in such events, Members should check the "Stay Innovation" App, "Stay Innovation"’s website or contact the Member Support Team.

ii. Member Referral Programme. Future Programme.

iii. Partner Programmes. Future Programme.

Redeeming Token

• Redeeming Tokens for Awards.

i. A Member may redeem Tokens to obtain certain awards and benefits (each an “Award”) including, without limitation, rooms at Participating Properties and other services available through the "Stay Innovation" App and at Participating Properties. A full list of current Award options and instructions on how to redeem Awards through the "Stay Innovation" App are located on "Stay Innovation"’s website under Membership Levels and Membership Benefits Overview.
ii. Tokens and Awards may not be exchanged or redeemed by a Member for cash, prizes or credit.
iii. Awards are valid only for use by the individual designated on the Award and are not transferable, although, if requested at the time of issuance, an Award may be issued to a third party. Third party transfers or transfers to non-Members are limited to twenty (20) Awards in a calendar year on a single Membership Account. In the event an Award is given to a third party in accordance with the prior sentence, neither the Member nor the third party will earn any Tokens, Qualifying Nights or Qualifying Stays in connection with such Award. At check-in, the guest using the Award may be required to show valid identification and provide a credit card to the Participating Property for incidental charges.
iv. Awards believed to have been bartered, sold, exchanged, or issued fraudulently, or issued to someone other than the eligible Member, will be void and will not be honored.

• Using Awards for Accommodations at Participating Properties.
  i. A Member may redeem Tokens for single or double standard rooms at Participating Properties (“Award Stay”).
  ii. Redeeming Tokens for an Award Stay is subject to availability at the time of reservation. Advanced reservations are required and must be booked through the "Stay Innovation" App or on "Stay Innovation"’s website. "Stay Innovation" provides no warranty or guarantee of the availability of Award Stays at any time and may introduce or withdraw Award Stays at its sole discretion.
  iii. When making a reservation for an Award Stay at least twenty-four (24) hours in advance, a “Redemption Award” will be added to the Stay automatically, provided the Member has sufficient Tokens for the entire Stay, and the Redemption Award will be activated upon check-in.
  iv. Awards are valid only for individual stays and are not valid for group stays, package tours, conventions or other special rates and/or package programmes, food and beverage credits, incidental expenses, or service charges.
  v. A paper copy of a Redemption Award will be issued only upon request and may be obtained by contacting Member Support for a charge of U.S. $10 per paper Redemption Award. Paper Awards cannot be reissued if lost, stolen or otherwise destroyed.
  vi. The standard guarantee and cancellation policies of a Participating Property will apply to Award Stay reservations including, without limitation, all minimum length of Stay requirements, credit card guarantee requirements and charges for late cancellation, no-shows, and early check-out.
  vii. A Tokens refund may be issued for a Stay that is less than the number of days on the Redemption Award, but the Member must inform the Participating Property’s front desk at least 24 hours in advance of the early check-out time in order for the Tokens refund to be issued to the Member’s Membership Account.
  viii. If a Member fails to cancel a guaranteed Award Stay reservation within the permitted cancellation period as outlined in Section 5vii above, the Tokens used for the Award Stay will not be refundable.
  ix. The amount of Tokens required per night to obtain rooms at Participating Properties varies by the category of the Participating Property and the room types available at the Participating Property, length of Stay, and may also vary by time of year. A list of Participating Property categories is available on "Stay Innovation"’s website. "Stay Innovation" may change a Participating Property’s category and remove a Participating Property at any time in its sole and absolute discretion without advance notice.
  x. When redeeming Tokens for an Award Stay, the Award Stay includes the cost of a single or double standard room (as specified at the time of booking) at a Participating Property, room tax/service charge, and extra-person charges, if any. All other charges, including incidentals, resort fees or taxes and similar fees, are the responsibility of the Member and are not included in the Award Stay.
  xi. Standard rooms vary between Participating Properties and Participating Brands. Upgraded rooms, including upgrades based on size, view, services, and/or suites, are available at a higher Tokens cost.
  xii. With an Award Stay, bedding preferences may be requested, but are not guaranteed.
  xiii. Members will not receive Tokens for the Award Stay portion of their Stay.
  xiv. A Member may redeem Tokens for up to a total of three (3) guest rooms at the same Participating Property over the same dates. When doing so, the Member agrees to make legitimate Tokens redemption reservations in good faith for use by the Member and his or her invited guests only, and not for any other purposes, including without limitation, reselling, impermissibly assigning or posting on third party websites, or making speculative, false or fraudulent reservations, or any reservation in anticipation of demand. "Stay Innovation" reserves the right to cancel any reservations it believes to be in violation of the Programme Rules.
  xv. If a Participating Property exits the Loyalty Programme for any reason after a Member makes an Award Stay reservation but before the Member’s Stay, "Stay Innovation" will use reasonable efforts to have such former Participating Property honor the reservation or assist in arranging equivalent accommodations nearby; however, "Stay Innovation" cannot guarantee that any Awards, upgrades or any other benefits a Member may earn under the Loyalty Programme will be honored and will notify the member if the booking is cancelled. "Stay Innovation" will have no liability in relation to any such cancelled booking.
  xvi. An Award Stay at destinations outside the United States is subject to all required government approvals, restrictions, applicable taxes and/or service charges. Awards do not include United States federal inspection fees or any other fees, expenses, surcharges, taxes or other costs or expenses that may be imposed by foreign governments for international travel.
  xvii. "Stay Innovation" has a “No Blackout Dates” policy, which means that Participating Properties may have standard rooms available every day for Awards subject to any inventory restrictions. Other limitations and exclusions may apply in "Stay Innovation"’s sole and absolute discretion.

• Additional Ways to Use Awards. "Stay Innovation" may from time to time create new and unique ways for Members to redeem Tokens and use Awards, including for charitable causes and donation to charitable and other non-profit organizations. These Programme Rules and other rules as set forth by "Stay Innovation" in its sole and absolute discretion will apply. Members will be able to obtain more information on such Programmes through the "Stay Innovation" App and "Stay Innovation"’s website.

• Upgraded Awards.
  i. When using Tokens for an Award Stay, Members may have to redeem additional Tokens to reserve an upgraded room such as an ocean view room or a suite. This “Upgrade Award” may be required for certain room types.
  ii. Upgrade Awards may only be used when redeeming Tokens for a Stay at a Participating Property. There are two types of Upgrade Awards:
  (i) Tokens Upgrade Awards. A “Tokens Upgrade Award” is issued when Tokens are redeemed to upgrade a Free Night Award in a standard room and is subject to availability at Participating Properties. Please refer to the details for the selected Participating Property at which you are making a reservation.
  (ii) Paid Upgrade Awards. At select Participating Properties, Members may pay for an upgrade to a Free Night Award reservation on a cost per night basis. The price for “Paid Upgrade Awards” varies by Participating Property and must be paid in cash by the Member during the Member’s Stay. Additional Tokens are not required with Paid Upgrade Awards.
  iii. Upgrade Award requirements vary by Participating Property, hotel category, room type and by season.
  iv. Participating Properties, at their discretion, may offer premium room(s) that require an Upgrade Award, e.g. rooms with special views such as ocean or bay views.
  v. Some Tokens Upgrade Awards require payment in local currency and cannot be purchased with Tokens. Check the room description for currency and other redemption requirements when booking an Award Stay reservation online.

Additional Terms of the Loyalty Programme

• Monitoring Membership Accounts. "Stay Innovation" reserves the right to monitor the Membership Accounts of all Members, at any time and without notice, for compliance with Programme Rules. "Stay Innovation" may review all Members’ Tokens, Qualifying Stays, and Qualifying Nights balances and transaction history including, without limitation, requests for Awards and other benefits.

• Adjustments. A Member may request credits for Tokens that are not reflected in a Member’s Membership Account through the "Stay Innovation" App, on "Stay Innovation"’s website or by contacting the Member Support Team. Such a request must be received within one (1) year of the applicable transaction to receive any credit.

• New Members. A new Member is eligible to receive Tokens for Qualifying Charges and for Qualifying Stays at Participating Properties that are incurred and paid for by the Member during the thirty (30) days prior to his/her enrollment in the Loyalty Programme (the “Pre-Enrollment Period”), if the Member requests the credit within sixty (60) days of the applicable Qualifying Stay or Qualifying Charge transaction. A new Member will not receive any Tokens for any transactions that occurred prior to the Pre-Enrollment Period.

• Correction of Benefits. At any time and in "Stay Innovation"’s sole and absolute discretion (including, without limitation, where a Member was not eligible to earn a specific benefit pursuant to these Programme Rules), "Stay Innovation" may correct (i) the amount of Tokens or the number of Qualifying Nights credited to a Member’s Membership Account, and (ii) any other benefit that has been credited to a Member’s Membership Account.

• Exit The Participating Property. If a Participating Property exits the Loyalty Programme for any reason, a Member will not earn Tokens for Qualifying Stays or Qualifying Charges and any Awards will no longer be valid after the date on which the Participating Property exited the Loyalty Programme, even if the reservation for a Stay at the former Participating Property was made prior to that date.

• Taxes. Tokens, Awards, and other Member benefits may be subject to income or other taxes. The Member is responsible for paying all such taxes and for making all applicable disclosures to third parties including, without limitation, the party who paid for the transaction from which the Member earned Tokens. "Stay Innovation" will not be liable for any tax liability, duty or other charges in connection with the issuance of Tokens, Awards, and other Member benefits. In addition, to the extent "Stay Innovation" is subject to any liability related to a Member’s failure to pay income or other taxes, such Member will be required to fully indemnify and hold harmless "Stay Innovation" for the entire amount of such liability.

• No Warranties or Representations, Express or Implied. "Stay Innovation" makes no warranties or representations, either expressed or implied, with respect to type, quality or fitness of goods or services provided through the Loyalty Programme or by Participating Properties.

• Not Responsible for Acts, Errors, or Omissions. "Stay Innovation" is not responsible for: (a) any loss or misdirection of, or delay in receiving, any Membership Application, correspondence, redemption requests, Awards or Member benefits; (b) theft or unauthorized redemption or use of Tokens or Awards; (c) any acts or omissions of third parties (including, without limitation, Participating Properties); or (d) any errors published in relation to the Loyalty Programme, including, without limitation, any pricing or typographical errors, errors of description, errors regarding Participating Properties, and Loyalty Programme affiliates (if applicable), and errors in the crediting or debiting of Tokens from Membership Accounts. "Stay Innovation" reserves the right to correct, without notice, any errors.

• Interpretation of Programme Rules. All interpretations of these Programme Rules regarding membership are at "Stay Innovation"’s sole and absolute discretion, and "Stay Innovation"’s decisions will be final in all respects. In the event of any discrepancy between the English version and any translated version of these Programme Rules, the English language version will govern.

• Trademarks. "Stay Innovation" and Participating Properties are the sole and exclusive owners or licensees of the trademarks, service marks, trade names, logos, and copyrighted or copyrightable materials of "Stay Innovation", its affiliates, and the Participating Properties. Members shall never, directly or indirectly, interfere with, challenge, file applications for, or claim ownership of these trademarks anywhere in the world.

• Waiver. "Stay Innovation"’s waiver of any breach of these Programme Rules by any Member will not constitute a waiver of any other prior or subsequent breach of these Programme Rules. "Stay Innovation"’s failure to insist upon strict compliance with these Programme Rules by any Member will not be deemed a waiver of any rights or remedies "Stay Innovation" may have against that or any other Member. "Stay Innovation" may waive compliance with these Programme Rules in its sole discretion and may run promotions from time to time that provide enhanced benefits to select Members.

Limitation of Liability

IN NO EVENT WILL "Stay Innovation", ITS SUBSIDIARIES AND AFFILIATES, ITS FRANCHISEES OR LICENSEES, ANY PARTICIPATING PROPERTY, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH THE LOYALTY PROGRAMME, THESE PROGRAMME RULES, OR "Stay Innovation"’s OPERATION OF THE LOYALTY PROGRAMME. The Member acknowledges that this Programme is free to use and agrees that this exclusion of liability is reasonable.

Governing Law and Alternative Dispute Resolution/Waiver of Jury Trial.

 "Stay Innovation" and the Members agree that any controversy, dispute or claim arising out of or relating to the Loyalty Programme or these Programme Rules will be handled individually without any class action and any such controversy, dispute or claim that cannot be settled through direct discussions, they will endeavor first to settle the controversy or claim by a mediation administered by the International Center for Dispute Resolution (“ICDR”) under its then-applicable rules and procedures. If the dispute is not otherwise resolved through direct discussions or mediation, the Parties agree that the controversy or claim, including the scope or applicability of this agreement to arbitrate, will then be resolved by final and binding confidential arbitration in Miami, Florida, to be administered by ICDR in accordance with its then-applicable arbitration rules and procedures, including without limitation the rule providing that each party will pay its pro rata share of ICDR fees and expenses and the rules providing for limited discovery and other exchange of information. The ICDR rules are available at www.ICDR.org. The ICDR rules for selection of a single arbitrator will be followed.

Applicable Local Laws and Regulations/Severability. 

Membership in the Loyalty Programme and the earning and redeeming of Tokens are subject to all applicable local laws and regulations. Membership in the Loyalty Programme, including the Tokens, Awards and other benefits, are offered in good faith; however, they may not be available if prohibited or restricted by applicable law or regulation in the United States, Member’s jurisdiction of residence or the location of a Participating Property. If any part of these Programme Rules is held to be unlawful or unenforceable, that part will be deemed deleted from these Programme Rules in such jurisdiction and the remaining provisions will remain in force, subject to any other provisions included in these Programme Rules. Nothing in the Programme Rules shall be construed as limiting any right that a Member may have pursuant to local applicable law.

Entire Agreement. 

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These Programme Rules, together with any other terms and conditions, rules, or regulations incorporated herein or referred to herein constitute the entire agreement between "Stay Innovation" and the Members relating to the subject matter hereof, and supersede any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on "Stay Innovation"’s website.

"STAY INNOVATION" USER GENERATED CONTENT TERMS & CONDITIONS

This document establishes the terms and conditions that govern our request sent to you. By responding to our request in any affirmative manner including replying with a hashtag supplied by one of one of our brands or destinations, or by uploading content including but not limited to videos, images, gifs, as posted by you on social media including Instagram, Facebook, Weibo and WeChat (the "Content") in marketing campaigns and any other types of promotion of its brands or uploading into our websites, mobile sites, app, or social media sites (“Website”), you are making a Content (as defined below) to "Stay Innovation" Holding Company, SE and/or its direct and indirect affiliates and subsidiaries (collectively, ""Stay Innovation"," "we," or "us") and you agree to the following Terms and Conditions.

The Website allows you or us to upload photographs, posts from social media sites, and other content. If your Content is selected by "Stay Innovation", it may be displayed or appear on the Website or in other marketing, advertising or promotions together with your name and other identifying information provided, including without limitation any social media identifier, handle or profile picture. "Stay Innovation"’s privacy policy is located at  https://www.stayInnovation.com/legal/.  

In case we are interested in using your Content, we shall request your acceptance of these terms and conditions via commenting on the Content as posted by you on the relevant social media page, including on Instagram. Our request shall include a reference to these terms and conditions. We require a response from you to approve our use of your Content. To agree to "Stay Innovation" using your Content in accordance with these terms and conditions and indicate your acceptance of these terms and conditions, simply reply by using the hashtag #Yes"Stay Innovation"

You understand and agree that you shall retain all ownership rights in the Content however you hereby grant us a non-exclusive, royalty-free, worldwide, perpetual, transferable, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, sell, assign, translate, create derivative works from, distribute and display any Content in whole or in part, as well as your name and other identifying information, including without limitation any social media identifier, handle, profile picture, image, likeness, posts, statements or other information available or provided by you, in any form, media, or technology, whether now known or hereafter developed in connection with the "Stay Innovation" marketing, advertising and promotional activities referred to above.

By making or agreeing to our use of the Content, you promise the following:

• that you are 18 years or older;

• that you own or otherwise control the rights to your Content and any and all elements thereof;

• that if children are depicted in the Content, you are the parent/guardian with legal responsibility of any minors depicted in the Content;

• that your Content does not infringe or violate the rights of any third parties, including, but not limited to, intellectual property rights, copyrights, trademarks, rights of publicity/privacy, patent, trade secret or confidentiality obligations.

• that you have the rights from any and all third parties appearing in such Content to use their names, images or likenesses and any other third party-owned elements as necessary in and as part of your Content; and

You acknowledge that "Stay Innovation" is not responsible for, and has no liability for, any use of all or any part of a Content. You agree to hold harmless and release "Stay Innovation", along with its respective officers, directors, employees, agents, assigns, licensees and successors, from any and all claims, demands, or causes of action (collectively “claims”) that you or your heirs, representatives, executors, administrators, or any other persons acting on your behalf or on behalf of your estate have or may have, whether now in in the future, relating to the use of your Content, including without limitation, any claims of defamation, invasion of privacy, rights of publicity or copyright, or any other right you may have.

"Stay Innovation" reserves the right, at its sole discretion, to edit any Content and to choose to include, not include or remove such Content from its Website or in any other materials where the Content may appear.

By accepting these terms and conditions, you waive:

• the right to inspect or approve any finished product wherein the Content appears; and

• the right to receive any monetary or other compensation for any use made of the Content by "Stay Innovation" in accordance with this agreement.

Accessibility in "Stay Innovation"

"Stay Innovation" is committed to ensuring that persons with disabilities have access to the goods, services, privileges, advantages, and accommodations offered by "Stay Innovation", including those offered through our website, https://www.stay Innovation.com/.

As part of this commitment, we are improving our website to make it more accessible and compliant with the relevant portions of the World Wide Web Consortium's Web Content Accessibility Guidelines 2.0 Level AA (WCAG 2.0 AA). 

Please be aware that our efforts are ongoing. As such, some areas of the site may be in the process of undergoing enhancements. If you encounter any difficulty using our website, please contact us at (XXXX)

"Stay Innovation" is also in the process of ensuring that our website provides sufficient information regarding the accessibility of the premises of our hotels to allow our guests and patrons with disabilities the ability to make informed decisions regarding their visits.

We aim to extend genuine hospitality to all guests and visitors of our programs. Our goal is to make it as effortless as possible for everyone, including people with hearing or vision loss, or any other disability, to access information about our services. If you encounter problems learning about our Programs or booking different software services, we encourage you to contact us by telephone or email. Our helpful staff will be delighted to assist you at (+X) XXXXXXX and compliance.