TERMS AND CONDITIONS
1. GENERAL TERMS
(a) Platform Services. Studio Tonight is a unique marketplace provider that offers several different services to its users. There are three types of Studio Tonight users: 1) Guests (our users who use Host Services) and 2) Hosts (our users who offer Host Services to Guests). Studio Tonight connects them all through the Studio Tonight Platform (“Platform”) which is the online marketplace that allows our users to connect, communicate, and transact with each other directly through “Bookings.” We are continuously improving the Platform for all users and reserve the right to make changes in our discretion. Changes we make to the Platform, including discontinuing certain features, affect all users and we try to minimize disruption to users. However, these changes may affect users differently. We are not responsible if any specific changes we make to the Platform adversely affect how you use them.
(b) Host Services. Hosts may use our Platform to offer a specific location, room, site, or other area (a “Space”) and related services to a Guest to use for a specific time and purpose (an “Event”) using our Platform. The details of each Space, including its availability, booking price, additional fees, rules, and other terms are provided in a “Listing.” Please note, Studio Tonight does not own, lease, or control the Spaces listed, and does not make decisions surrounding whether to accept a Booking. Hosts are solely responsible for their Spaces, Listings, and Host Services.
1.2 Using Our Services
(a) Eligibility. You must be at least 18 years of age and able to enter into legally binding contracts in order to access and use the Platform, create an account, or utilize any of the Services. By using the Platform and our Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform. You represent that you will comply with all export control laws in your local jurisdiction.
(b) Third Party Services and Content. Our Platform is made available to you in connection with the offering of third party services that Studio Tonight does not control. Studio Tonight does not endorse any such third party services and in no event shall Studio Tonight be liable or responsible for any third party services providers (like Hosts).
(c) Bookings. When users enter into Bookings with one another (e.g. when a Host confirms a Booking request from a Guest), they enter into a contract directly with one another. Studio Tonight does not become a party to the contract between users. Studio Tonight is not acting as an agent for any user. Users are prohibited from using the Studio Tonight platform to facilitate contracts outside of the Platform.
(e) Communication with Studio Tonight. You agree that Studio Tonight may contact you by telephone, text messages or SMS (including by an automatic telephone dialing system), through electronic messaging on the Platform, or via email at any of the communication methods provided by you or on your behalf in connection with your Account, including for marketing purposes. You understand that you are not required to provide consent to receive marketing communications as a condition of purchasing any goods or services, and you may opt out of those marketing communications at any time. You specifically consent to receive communications related to your Account through text messages, SMS, or other communications sent to your mobile device (“Mobile Notifications”). Standard mobile rates will apply for any Mobile Notifications you receive. You may stop receiving these Mobile Notifications at any point by responding to such message with “STOP” or following the instructions included in a message. However, if you do so, you may miss critical messages related to your Account. We are not responsible for and disclaim all liability for all harm or losses caused by disabling Mobile Notifications.
(f) Communications with Other Users. The Platform allows you to communicate with other users without disclosing sensitive personal contact information. You may not use the Platform to send messages that are unwanted or unrelated to booking a Listing through the Platform harass or attempt to market other services to users, or to solicit and/or send spam. We are not responsible for, and disclaim all liability resulting from, any losses or harm to you resulting from sharing personal or sensitive information with other users, or communicating or engaging with users outside of the Platform. Studio Tonight, at its sole option and without notice or any obligation to do so, may from time to time (i) remove communications among users which contain or share personal contact information, or (ii) suspend or terminate the accounts of users that share personal contact information.
(g) Compliance with the Law. You will comply with all Laws applicable to your use of the Space, Host Services, Platform Services (including use of the Platform), whether as a Host or Guest. While we may provide information to help you understand certain obligations of using various Services, we are not authorized to provide and do not provide any legal advice. If you are unsure how to comply with Laws, you should seek legal advice related to Listing or Booking a Space.
(h) Contractual Disputes between Users. Studio Tonight may facilitate the resolution of disputes between users, but does not become a party to any contract by doing so. We are not responsible to you or any third party for providing, or for the condition or nature of, any Space or Host Services. Hosts and Guests are independent third-parties and are not affiliated, controlled by, or employed by Studio Tonight.
1.3 Your Account
(a) Registration. Before using the Platform or Services, you must create an account with Studio Tonight (“Account”) and provide us with information about yourself or your company. If you are registering on behalf of a legal entity, you represent and warrant that you have the authority to legally bind that entity and grant all rights, permissions, and licenses or any other applicable terms. Misrepresenting your affiliation or association with an entity may result in immediate termination of your Account, ineligibility to participate in any of our Services, monetary damages, and reporting to the appropriate legal authority.
(b) Account Security. You will be required to provide an email address and password to keep your Account secure (“Credentials”) and agree to keep your Credentials private and secure. You are responsible for any actions associated with your Account whether or not authorized. You are solely responsible for the actions or communications of your employees, representatives, hires, or agents (“Agents”). We are not responsible for and disclaim all liability for use of your Account by your Agents. You may not assign or transfer your Account to another party without our prior written consent.
(c) Account Updates. We may ask that you update your Account or provide additional or different information at any time. This includes requiring additional details about Spaces or payment information.
(d) Account Termination by You. You may terminate your Account at any time by notifying us. You are responsible for all activity associated with your Account made before it is closed including: (i) payment of Fees, Taxes, Fines or other charges; (ii) providing use of Spaces to Guests as previously Booked; or (iii) other liabilities caused by or resulting from use of the Platform or Service. We may retain Content and continue to display and use any public Content (including comments or reviews of Spaces) after your Account is terminated. Termination of your Account does not terminate any contractual arrangements you have with third parties, including any obligations to government entities for tax purposes.
(e) Account Termination by Us. We may suspend your Account--including your ability to communicate with other users, receive payments, or complete Bookings and your Account at any time and based on our sole discretion without limitation. We are likely to terminate your account if (i) we believe that use of your Account poses a risk to Studio Tonight, you, other users, or third parties; (ii) there is evidence of actual or potential fraud by you or on your behalf; (iii) you fail to respond to communications from us or other users.
1.4 Fees and Taxes
(a) Fees and Payments. You understand that Studio Tonight may initiate charges to you for the goods or services you receive. By using our Services, you authorize Studio Tonight to receive and/or enable your payment of applicable charges for the goods or services (including third party services like Host Services) obtained through your use of the Platform.
You acknowledge and accept that, as between you and Studio Tonight, Studio Tonight may revise charges for any services obtained through use of the Platform at any time in Studio Tonight’s sole discretion. Studio Tonight will make reasonable efforts to inform you of the charges incurred through your use of the Platform Services, but you shall be responsible for all charges incurred under your Account regardless of your awareness of such charges. The charges you incur may be owed directly to third party service providers (like Hosts), and Studio Tonight will collect those charges from you, on the third party’s behalf as their limited collection agent, and payment of such charges by you will be considered the same as if made directly by you to the third party service provider. Studio Tonight reserves the right to otherwise collect payment from you and pursue any remedies available to Studio Tonight in circumstances in which you are deemed liable or owing for any unpaid fees, damages, fines or other sums for which you are responsible, as decided by Studio Tonight in its sole discretion.
(b) Prepaid Fees. Certain Bookings may require you to provide a portion of prepaid Fees or a refundable amount (“Deposit”) in advance. All Fees and Deposits, as applicable, will be identified prior to completing your Booking. If held by Studio Tonight, at our option, Deposits may be credited to your Booking or returned when the Space is returned in acceptable condition and free of any material damage. While we may facilitate the collection of Fees and Deposits for Hosts, once remitted to Hosts, we are not responsible for the return of Fees or Deposits to Guests, where applicable.
(c) Payment. You will timely and fully pay any Fees, Deposits, Taxes, Fines, or other amounts you owe under this terms and conditions. If you owe amounts and we are unable to receive payment through the Platform for any reason, then we may require that you pay through other means (such as direct debit, wire transfer, or cashiers’ check). We may set-off any amounts owed to us through collection of funds that would otherwise be payable to you through the Platform.
2. PLATFORM AND SERVICE
2.1 Using the Platform
Access: You are responsible for making all arrangements necessary for you to have access to the Platform and for ensuring that all persons who access the Platform through your Internet connection are aware of and abide by all applicable terms, including this terms and conditions. Studio Tonight may require additional conditions or requirements to access and use the Platform, or specific areas or features of the Platform, at any time and for any reason. Access to or use of certain features of the Platform may be subject to additional policies or guidelines or may require you to accept additional terms and conditions.
2.2 Ownership, License, and Restrictions
(a) Studio Tonight’s Intellectual Property. Studio Tonight owns all rights, titles, and interests in the Platform and Services, and all intellectual property embodied or contained in them (individually and collectively, “IP”). IP includes all registered or potential patents, copyrights, trademarks, trade secrets, and other proprietary rights. Through your Account, we grant you a limited, temporary, revocable, non-transferable, non-exclusive license to use the Platform and Service for the purposes described in this terms and conditions and only as provided to you through the Platform. This license does not constitute a transfer of ownership or grant you any additional rights to use the IP. You may not register, claim ownership in, or sublicense the Platform, Services, or IP; use the Platform, Service, or IP in violation of this terms and conditions or Laws; or reverse engineer or copy all or any portion of the Platform, Service, or IP (except as expressly permitted). We may suspend or close your Account and pursue legal action against you if we believe or determine that your use of the Platform, Service, or IP exceeds the scope of this grant; or that you are attempting to hack or disrupt the use of the Platform, Service, or IP by others; or that you are otherwise interfering with the normal operation of the Platform or Service.
(b) Use of Studio Tonight’s IP. We may provide you logos or other digital media (“Logos”) to help you advertise your Space to potential Guests. Where provided, you agree to use Logos only to advertise your Space. You may not use any Logos, the Platform, or the Service for any unlawful or competitive use or in a manner that harms or tarnishes the Studio Tonight brand or reputation; and you are prohibited from modifying or using Logos in any manner that is inconsistent with our authorization or guidelines. We may terminate your right to use any Logos in our discretion upon notice to you in which event you shall cease using any such Logos.
(c) Third-Party Rights. Some features of the Platform are services provided by third parties. For example, the map feature may be provided by Google Maps. If you click on a link to third-party sites or services you will be directed to a site or service we do not control, and may be subject to different terms and conditions.
2.3 Prohibited Uses
In addition to complying with our Terms and Conditions:-
You agree not to use our Platform and Services: (a) In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from other countries); (b) For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (c) To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards; (d) To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation; (e) To impersonate or attempt to impersonate Studio Tonight, a Studio Tonight employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); (f) To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of our Platform, or which, as determined by us, may harm Studio Tonight or users of our Platform or Services, or expose them to liability.
Additionally, you agree not to: (a) Use our Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services; (b) Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Platform; (c) Use any manual process to monitor or copy any of the material on the Platform, or for any other unauthorized purpose without our prior written consent; (d) Use any device, software or routine that interferes with the proper working of our Services; (e) Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (f) Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of our Platform or Services or any server, computer or database used to provide our Services; (g) Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack; (h) Act in a manner that is damaging to Studio Tonight’s reputation and/or goodwill; (i) Scan, probe, test the vulnerability of the Platform or any network connected to the Platform; (j) Directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from Studio Tonight.
2.4 Content on the Platform
(a) Posting Content. When creating or using the Platform and Services, you may be asked to or may voluntarily provide information about yourself, a Space, a Host Service, comments, or other information including text, images, or videos (collectively, “Content”). You represent and warrant that you are authorized to provide Content to the Platform and that any content you provide does not violate the proprietary or privacy rights of a third party. You may not provide any Content that is copyrighted by third parties without their express permission. You grant Studio Tonight a fully-paid, worldwide, non-exclusive, perpetual license to use, copy, transmit, distribute, modify, publicly display, and sublicense any Content you provide to us. This grant includes our ability to use any Content for both internal use (such as analysis to improve the Platform or Services) or external use (such as in marketing or online advertising). If you cannot provide us the above grant then you may not provide Content to us. You agree to indemnify, defend and hold us harmless for any damages or losses based on third-party claims that Content violates proprietary or privacy rights.
(b) Accuracy of Content. You will only provide Content to us that you own or have authorization to provide, and ensure that Content is accurate and complete. You must keep any Content current. We reserve the right, but shall not be obligated, to use public and private data sources to validate the accuracy of any Content. This may include validating your identity or business information, or verifying information about Spaces. You will provide us any additional information to verify the accuracy or completeness of any Content that you provide and we may condition your use of the Platform or Service on our ability to verify the accuracy and completeness of this Content. If you do not provide required Content to us when we request it, we may suspend or terminate your Account, cancel any Bookings you have made or received, withhold payment, and/or impose and collect Fines.
(c) Prohibited Content. You may never post any Content that (i) is defamatory, obscene, profane, or pornographic; (ii) is abusive, harassing, or disrespectful of other users; (iii) violates applicable Laws, including those prohibiting discrimination, false advertising, privacy, or unlawful marketing; (iv) is intended to deceive or mislead, is false or inaccurate, or misrepresents the nature or condition of a Space; (v) contains marketing or promotional content unrelated to the details of a Space; or (vi) includes sensitive personal information, including payment, contact information, or personal account details. You will not knowingly or negligently provide any Content that contain viruses, Trojan horses, and other harmful content (collectively, “Viruses”). While we attempt to identify any Viruses, we are not liable for and disclaim all responsibility for ensuring that Content is free from Viruses.
3. ADDITIONAL TERMS
WE ARE NOT RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR PROVISION, OR FOR THE CONDITION OR NATURE, OF ANY SPACE OR HOST SERVICES. HOSTS, AND GUESTS ARE INDEPENDENT THIRD-PARTIES AND ARE NOT AFFILIATED, CONTROLLED BY, OR EMPLOYED BY STUDIO TONIGHT. HOST SET THEIR OWN PRICES, USE THEIR OWN FACILITIES AND RESOURCES, AND MAY CONDITION USE OF SPACES AS THEY FEEL IS APPROPRIATE FOR THEIR BUSINESS.
YOU UNDERSTAND AND AGREE THAT USE OF THE PLATFORM AND SERVICES ARE AT YOUR OWN RISK. STUDIO TONIGHT IS NOT RESPONSIBLE FOR PERFORMING AND DOES NOT PERFORM BACKGROUND CHECKS ON GUESTS, OR HOSTS (INCLUDING CRIMINAL OR CIVIL CHECKS); DOES NOT REVIEW THE CONDITION OF SPACES OR ENSURE THAT THEY COMPLY WITH EXISTING LAW, MEET ANY SPECIFIC REQUIREMENTS, OR ARE CONSISTENT WITH THEIR DESCRIPTION; AND DOES NOT GUARANTEE PERFORMANCE OF ANY USER OR THIRD PARTY. ANY INFORMATION PROVIDED TO YOU REGARDING USERS, SPACES IS ONLY PROVIDED TO FACILITATE YOUR USE OF THE PLATFORM AND IS PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY. STUDIO TONIGHT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, THAT ANY INFORMATION PROVIDED THROUGH THE PLATFORM IS ACCURATE OR COMPLETE, OR THAT ANY USER WILL BE PROVIDED TO YOU AS DESCRIBED. STUDIO TONIGHT DISCLAIMS ALL RESPONSIBILITY FOR AND LIABILITY RESULTING FROM THE NEGLIGENCE, INTENTIONAL MISCONDUCT, OR CRIMINAL ACTIVITY OF ALL USERS OR THIRD PARTIES, OR ANY INJURY OR PROPERTY DAMAGE THAT OCCURS TO YOU, THIRD PARTIES, OR PROPERTY WHILE ACCESSING OR USING SPACES.
THE PLATFORM AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY FOR YOUR PARTICULAR USE, OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM THAT THE PLATFORM OR SERVICES ARE FREE FROM ERROR OR VIRUSES; THAT THEY WILL NEVER CAUSE HARM; THAT THEY MEET OR BE SUITABLE FOR YOUR NEEDS OR REQUIREMENTS; THAT THEY ARE ALWAYS AVAILABLE; OR THAT THEY ACCURATELY REPRESENT SPACES OR HOSTS AND GUESTS. WE EXPRESSLY DISCLAIM ANY OBLIGATION TO CORRECT ERRORS, EVEN THOSE THAT WE ARE AWARE OF, AND MAY CHOOSE TO DISCONTINUE OPERATION OF THE PLATFORM OR SERVICE, OR FEATURES OF EITHER, AT ANY TIME.
3.2 LIMITATION OF LIABILITY
EXCEPT TO THE LIMITED EXTENT OF THE STUDIO TONIGHT FEES UNDER NO CIRCUMSTANCES OR ANY LEGAL THEORY WILL STUDIO TONIGHT OR ITS AGENTS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, MANAGERS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, DISTRIBUTORS, ATTORNEYS, OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT, GENERAL, COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHERWISE), INJURY, CLAIM OR LIABILITY OF ANY KIND OR CHARACTER BASED UPON OR ARISING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES, OR SPACES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR SERVICES, OR ANY CONTENT CONTAINED THEREIN, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND SERVICES. AS USED HEREIN, “STUDIO TONIGHT FEES” SHALL MEAN THE AMOUNT PAID BY YOU TO STUDIO TONIGHT, EXCLUDING ANY AMOUNTS THAT WERE PAID OR PAYABLE TO HOSTS, FOR USE OF THE PLATFORM OR SERVICES.
You will indemnify, defend, pay, and hold harmless Studio Tonight and its agents, directors, shareholders, members, partners, managers, officers, employees, information providers, distributors, attorneys, or affiliates (collectively, “Studio Tonight Affiliates”) harmless from and against all third-party claims, liabilities, losses, damages, and related expenses (including reasonable legal expenses) (collectively, “Claims”) arising from or related to (a) provision of your Space (for Hosts); (b) Content you provide through the Platform; (c) your failure to comply with Laws; (d) your providing of information to us that is inaccurate or incomplete, (e) your breach of any of your representations, warranties, or obligations under this terms and conditions, (f) any contract or other agreement between you and any other user other than through the Platform, and (g) any bodily injury (including death) or damage to tangible or real property to the extent caused by you or your guests.