By accessing or using this website you are agreeing to the END USER LICENSE
AGREEMENT & TERMS OF SERVICE (“TOS”, “EULA”, or “Agreement”) set forth
herein. This website; all of its constituent pages as added and amended
from time to time; all content on said website and any constituent page;
all URL’s associated with or which lead to said website; all associated
applications on any platform (including without limitation Android and IOS);
all trade dress and monikers on said website; all intellectual property
contained anywhere on said website (including without limitation all trademarks,
service marks, copyrights, and patents); the source and any other code; all
design elements and renditions; copies of any of the foregoing; and to the
extent not heretofore listed all of content set forth on each and every page
of the website, including without limitation all copy, marks, monikers, logos,
trade dress, processes, information, and intellectual property; are, collectively
and individually, the sole and exclusive property of AVVAY, Inc. (“Service Provider”).
You, the user, and any of your agents, representatives, assignees, employees, partners,
designees, or persons to whom you have given access to the Site and the Services
(whether intentionally, knowingly, negligently, or otherwise) may referred to as “you” or “Licensee”.
THIS IS A BINDING, LEGAL CONTRACT BETWEEN YOU AND SERVICE PROVIDER. THIS AGREEMENT
GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES (AS DEFINED BELOW). YOUR USE OF THE
SERVICES PROVIDED BY OR THROUGH THIS WEBSITE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.
IF YOU OBJECT TO ANY PART OR PORTION HEREOF DO NOT USE THE SERVICES.
- The Services. Service Provider provides a marketplace for short-term rentals of
real estate for creative pursuits, including music, visual and performance arts,
events, photography, co-working, dance, theater, and the like. (“the Service”).
- The Site. The Site includes http://avvay.com, all of its constituent pages, all
content on said websites and any constituent page, all URL’s associated with or which
lead to said websites, all associated applications on any platform (including without
limitation Android and IOS), all trade dress and monikers on said websites, all of
Service Provider’s intellectual property contained anywhere on said websites (including
without limitation all trademarks, service marks, copyrights, and patents), the source and
any other code, design elements, renditions, and copies of any of the foregoing. The Site
further includes any and all amendments, modifications, and changes of any nature whatsoever
to the foregoing.
- Cost. Service Provider charges a 15% commission on all transactions which includes a
transaction fee charged by Stripe, Service Provider’s payment processor. This does not include the .30 cent transaction fee from Stripe.
- Orders & Payment. An initial full payment or deposit (depending on the host defined requirements)
for the Services or for any goods or products ordered through the Services or on the
Site is due at the time of the placement of any order and must be made through the payment
portal accessible on the Site. Service Provider is not obligated to accept any other form of
payment. If payment is accepted by cash, check, or money, acceptance shall be subject to any
additional conditions imposed by Service Provider in its sole discretion. Service Provider may,
in its sole discretion, refuse to contract with any user. An order placed on the Site constitutes
an offer to purchase the selected product(s) and service(s). Acceptance is in Service Provider’s
sole discretion and may be communicated by either (i) an email or other writing confirming placement
of the order or (ii) substantial fulfillment of the order. No contract between the parties shall be
deemed created until the purchased goods are shipped and/or commencement of the rendering of any
service and such contract thereafter shall only apply to such shipped goods and/or services performed.
To the extent applicable at law, user waives any claim or action for breach of express or implied
contract (including without limitation quasi-contract actions) except to the extent a contract is
created pursuant to this Agreement. Order are subject to availability of the product(s) and/or
service(s) as well as price confirmation. Prices are subject to change. In the event that a
price set forth on the Site is erroneous and such error is discovered after acceptance of a
contract, Service Provider shall promptly notify the user, the contract shall be deemed void,
and unless user opts to accept the goods and/or services at the correct price Service Provider
shall promptly issue a refund to user. Placement of an order constitutes the acknowledgement
and representation of the user that (i) it is over the age of eighteen (18) and otherwise
eligible to use the Site and (ii) it is authorized to use the credit card or other method of
payment through which payment is remitted. Credit cards may be debited immediately upon
provision by user of the required information. A declined or refused credit card shall be
deemed a failure of consideration and shall excuse any further action (or omission) by Service
Provider. Service Provider is neither the agent nor the principal with respect to any third party
with which user may enter into a contract, shall not be bound by any third party contract, and
shall have no liability thereunder.
- Risk of Loss. You agree to bear all risk of loss for any reason due to damage to any leased
property rendering unfit for use at the reserved time, or any other situation, whether or
not involving the physical condition of any property, such that the leased property is not
available. You agree to indemnify Service Provider and hold it harmless from any loss,
liability, damage, injury, or cause of action of any nature whatsoever or in any way associated
your occupation, use, offering for occupation, offering for use, or presence on the leased
property, including without limitation death or injury to yourself or any third party; property
damage caused by you or any third party; breach of any contract to which you or any other person or
entity is a party; breach of any mortgage, deed of trust, lease agreement, restrictive covenant,
property right, easement, insurance contract, services contract; or any other and violation of any
federal, state, or local law.
- Changes; Refund. Service Provider shall be under no obligation to refund any commission once remitted.
A host shall give a refund to guests following either a flexible (i.e. within 2 days of the commencement
of the reservation); moderate (i.e. within 5 days of the commencement of the reservation); or strict
(i.e. within 1 week of the commencement of the reservation). Host
shall be solely responsible for all guest refunds and shall hold Service Provider harmless from any
refund or damage, claim, injury, or action arising out of the failure to pay all or part of a refund.
Once money is paid to a host, the host may at its election refund money to guest, but nothing herein
shall obligate Service Provider to remit any portion of its commission to either host or guest. In the
event of a cancellation by a host: the host shall issue a full refund to the guest within 24 hours.
The Service Provider may also choose (but shall not be obligated) to refund its commission to the host.
The host’s account may be temporarily or permanently suspended at the discretion of the Avvay staff. In
addition, Service Provider reserves the right to adjust a host’s rating and deduct an amount from their
next reservation fee(s) to make up for any losses incurred by Service Provider due to the cancellation.
No cancellation is valid unless notice is provided to Service Provider via email at email@example.com.
- Subscription. You shall provide true, accurate, current, and complete information as prompted by the Site
and shall update such information from time to time as is necessary. The provision of false, inaccurate, or
incomplete information or failure to maintain current information shall be grounds for the immediate termination
of this Agreement. You agree only you will use any account created with your subscription and that you will
not share any access information, including without limitation your login or password, with any third party.
You are solely responsible for maintaining the security of your login and password and agree to indemnify
Service Provider for any loss, damage, claim, liability, or cause of action occasioned by the use of such
login and password by any third parties. In the event that you believe your account information has been
compromised you are required to notify us immediately.
- Third Party Accounts. The Services may, but will not necessarily, be accessed via one or more third party
accounts. You agree to abide by the terms and conditions that govern such third party account and to hold
Service Provider harmless from any cause of action, liability, loss, injury, or damage caused by the use of
such third party provider or a violation of the terms of service of such third party provider. Payment
processing services for [account holder term, e.g. drivers or sellers] on [platform name] are provided by
Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of
Service(collectively, the “Stripe Services Agreement”). Any party remitting money to Service Provider or
any other party through the Site or the Services agrees to be bound by the Stripe Services Agreement, as
the same may be modified by Stripe from time to time. As a condition of [platform name] enabling payment
processing services through Stripe, you agree to provide [platform name] accurate and complete information
about you and your business, and you authorize [platform name] to share it and transaction information
related to your use of the payment processing services provided by Stripe.
- Promotions. Service Provider may but shall under no circumstances be required to make gift or promotional
offers of the Service. Any gift or promotional offers shall be pursuant to such additional terms and
conditions as Service Provider shall announce in writing on the Site. Service Provider may terminate any
gift or promotional offer at any time in its sole and absolute discretion. In the event of a conflict
between the terms and conditions associated with a gift or promotional offer and this Agreement, the
provisions of this Agreement shall control.
- Use of The Services.
- Equipment. You are solely responsible for providing the equipment necessary to access and use the
Site and the Services, including without limitation any computer, drive, software, hardware,
application, modem, and internet connection. Service Provider shall not be responsible for any
fees paid or accrued by you to access the internet. You agree to hold Service Provider harmless
from any damage to such equipment regardless of the cause of such damage.
- Content. All information, data, text, software, graphics, voice or sound files, photographs,
videos, depictions, messages, emails, chats, text messages, documents, and other such materials
(“Content”) of Licensee or any third party used on or transmitted by or through (i) the Site or
(ii) the use of the Services shall be the sole and exclusive property of Licensee or such third
party as appropriate. Service Provider does not warrant or guaranty the accuracy, integrity,
quality, veracity, or appropriateness for any purpose of such Content, and shall be held harmless
and indemnified by Licensee for any damages caused by or arising out of the use, reliance on, or
application of the Content, including without limitation damages caused by errors, omissions,
inaccuracies, negligence, misrepresentations, or fraud.
- Prohibited Content. You shall not post on the Site, on your own behalf or on behalf of any third party,
and shall not permit others to post on the Site, any Content that, in whole or in part: (a) Is
unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of
another’s privacy, or hate speech;(b) misrepresents the actual identity of a person, or that
misrepresents or falsely represents an affiliation with a person or entity; (c) constitutes
advertising, promotional material, junk mail, spam, a chain letter, pyramid scheme,
or an unauthorized solicitation; (d) is infected by or contains viruses, malware, spyware, worms,
or any other code, files, or programs designed to interrupt, destroy, or limit the functionality
of any computer, software, hardware, program, or telecommunications equipment; (e) is likely to
interfere with or disrupt the Site or the Services, or any server or network connected thereto,
or contravenes any requirements, policies, procedures, or requirements of networks connected to
the Site or the Service; (f) violates any federal, state, or local law, statute, regulation, rule,
code, or ordinance, or otherwise applicable laws regarding transmission of technical data; or (g)
imposes an unreasonable or disproportionate workload on Service Provider, the Site, or the Services.
Service Provider shall not prescreen any Content but reserves the right to remove without notice any
Content that Service Provider deems, in its sole discretion, to constitute Prohibited Content.
- Content Modification. You acknowledge and specifically authorize Service Provider to change,
alter, or modify the Content as necessary in order to transmit it over one or more networks and to
conform and adapt it, the Site, or the Services to any technical requirements of connecting networks,
devices, hardware, software, and the like.
- Disclosure of Content. Service Provider may preserve and disclose Content (i) when it is or
reasonably determines that it is obligated to preserve and/or disclose Content pursuant to any
applicable international law, treaty, federal, state, or local law, statute, code, rule, regulation,
or ordinance; (ii) to comply with any legal process; (iii) to enforce the terms of this Agreement;
(iv) to respond to complaints or claims that the Content violates any third party rights; (v) to
protect any right or property of Service Provider; and (vi) to protect the personal safety or
property of any user of the Site or the Services.
- Storage. Service Provider does not warrant or guarantee continued access to any Content transmitted
to or stored on the Site or used in any manner on the Site or as part of the provision of the Services,
and this Agreement further expressly excludes any warranty that such Content will not be lost, damaged,
or destroyed. Service Provider shall not maintain a copy, in whole or in part, of any Content, and
further shall be held harmless in the event of a failure to properly store any Content. Service Provider
assumes no responsibility for, and shall be held harmless in the event of, any injury or damage to you
arising out of the deletion of, failure to properly or timely deliver, and/or failure to accurately
store any user communications, addresses, or personalization settings.
- Modification. Service Provider may (i) establish general practices and use limits concerning the Site
and the Services, (ii) limit the size of communications that may be transmitted through the Site and the
Services, (iii) limit the amount of Content that may be stored or processed by you on or through the Site,
(iv) limit your access to the Site as may be necessary and reasonable under the circumstances, (v) change or
modify its general practices in its sole discretion and with or without notice to you, (vi) change or modify
the Site, the TOS, or the Services in its sole discretion and with or without notice to you, (vii) quarantine
prohibited Content; (viii) modify domain and user settings in its sole discretion and with or without notice
to you (including without limitation modifications designed to eliminate spam or bulk mail); and (ix) modify,
suspend, or discontinue the Site or the Services as necessary for routine maintenance, extraordinary repairs,
or due to an attack by hackers or other third party.
- Termination. In the event of your breach of any term of this Agreement, Service Provider, in its sole
discretion, may suspend or terminate your account (including without limitation deactivation of your password)
and remove and discard the Content, and delete any records concerning or associated with your use of the Site
or the Services. You agree that you are not entitled to any refund in the event of termination, and that you
will indemnify Service Provider and hold it harmless from any costs of any nature whatsoever caused by or
attributable in whole or in part to such termination.
- Service Provider’s Proprietary Property. The Site, the Services, and any software, hardware, platform, server,
code, or other materials used in connection with the Site and the Services (collectively “the Proprietary Materials”)
all of which are owned by Service Provider and/or its affiliates contain proprietary and confidential information
not available to the public and protected by intellectual property and trade secret laws, including without
limitation the Uniform Trade Secrets Act as well as trademark and copyright protections. Subject to your
continued compliance with the terms of this Agreement, including without limitation payment of all sums due
hereunder, Service Provider hereby grants to you a non-exclusive, non-transferable license to use the Site
and the Services on a computer. You shall not, by or through any representative, agent, employee, director,
officer, shareholder, partner, member, or third party, reverse engineer, reverse assemble, attempt or purport
to discover any source code; sell, assign, sublicense, grant a security interest in or otherwise transfer any
right in or to the Proprietary Materials; copy, modify, rent, lease, loan, sell, distribute, or create derivative
works of (or based on) the Proprietary Materials, in whole or in part; or use modified versions of the Proprietary
Materials, including without limitation obtaining unauthorized access to the Site or the Services. You may access
the Site only through the interfaces provided by or through Service Provider.
- Remedies. The parties acknowledge that any breach of (i) Service Provider’s rights in and to its Proprietary
Property or (ii) the Confidentiality provisions of this Agreement are such that legal remedies alone would be
insufficient to protect Service Provider’s rights and interests. The parties further agree that in the event of
a breach or potential breach of either the Service Provider’s Proprietary Property or the Confidentiality
sections of this Agreement, or both, Service Provider may petition any court of competent jurisdiction for a
restraining order, injunction, or such other equitable remedy as it may deem appropriate, and Licensee expressly
waives any defense to the inapplicability or inappropriateness of such equitable remedies.
- Third Party Service Providers. Certain third parties may offer products and services through
the Site. Each such third party is solely responsible for the products or services it offers. Service Provider
makes no warranty, guaranty, or representation concerning the availability, quality, fitness, safety, or
suitability of or with respect to any such product or service or of the person or entity that offers, provides,
or sells such product or service and expressly disclaims any such warranties, express or implied, including
without limitation any implied warranties of fitness for a particular purpose or merchantability. You agree to
indemnify Service Provider and hold it harmless from any loss, liability, damage, injury, or cause of action
caused by or attributable to, in whole or in part, any negligent, grossly negligent, reckless, intentional, or
willful act or omission of such third party product or service provider.
- HIPAA Notice. The Site does not provide medical or health care information. You are advised
not to communicate health information or personal identifying information (as defined by the Health Insurance
Portability and Accountability Act (“HIPAA”)) through the Site. This Site is not designed to be HIPAA compliant.
- Disclaimer of Warranties. USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK. THE SITE AND
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. ANY GOODS OR TANGIBLE MATERIALS PROCURED OR OBTAINED THROUGH THE WEBSITE, REGARDLESS OF
ORIGIN, MANUFACTURER, OR PRODUCER, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. SERVICE PROVIDER EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. SERVICE PROVIDER MAKES NO WARRANTY THAT (i) ANY INFORMATION OR ADVICE OBTAINED
FROM THE USE OF THE SITE OR THE SERVICES WILL BE ACCURATE OR RELIABLE, (ii) THE QUALITY OF ANY SERVICES OR
INFORMATION OBTAINED AS A RESULT OF THE USE OF THE SITE OR THE SERVICES WILL MEET LICENSEE’S EXPECTATIONS,
AND (iii) ANY ERRORS THAT IMPAIR THE FUNCTIONALITY OF THE SITE OR THE SERVICES WILL BE REPAIRED. LICENSEE
ASSUMES ALL RISK OF LOSS FROM DAMAGE TO ITS COMPUTERS, SOFTWARE, HARDWARE, DRIVES, CODE, DATA, INFORMATION,
CONTENT, INTELLECTUAL PROPERTY, AND OTHER PROPERTY OF ANY NATURE WHATSOEVER CAUSED IN ANY MANNER OR BY ANY
METHOD FROM MATERIAL TRANSMITTED, RECEIVED, DOWNLOADED OR OTHERWISE OBTAINED OR SENT USING THE SITE. YOU
ASSUMES ALL RISK OF LOSS CAUSED BY VIRUSES, MALWARE, WORMS, OR OTHER PROGRAMS OR MATERIALS TRANSMITTED BY
OR THROUGH THE SITE.
- Privacy. You acknowledge that Service Provider may collect personally identifiable,
confidential, proprietary, trade secret, intellectual property, business, financial, and similar
information of Licensee (“Licensee Proprietary Information”). Except as set forth elsewhere in this
Agreement, Service Provider shall not knowingly sell, rent, lease, transfer, or disclose any Licensee
Proprietary Information unless (i) you consent to such sale, lease, transfer, or disclosure; (ii) sale,
lease, transfer, or disclosure by Service Provider is necessary to the provision of the Services; or (iii)
as necessary due to your breach of this Agreement. Service Provider may change the provisions of this
section as it deems necessary in its sole discretion and shall provide notice of same as mandated by this
- Limitation of Liability. In no event shall Service Provider be liable to you for any
incidental, indirect, special, consequential, or punitive damages, regardless of the nature of the claim or
liabilities to third parties arising from any source, even if a party to this Agreement has been advised of
the possibility of damages.
- Indemnification. In addition to any other indemnification obligations as set forth in this Agreement,
you (“the Indemnifying Party”) shall indemnify and hold harmless Service Provider, its officers, directors,
employees, shareholders, agents, partners, members, successors, and assigns (each “an Indemnified Person”)
from and against any and all demands, claims, causes of action, losses, damages, liabilities, costs, and
expenses (including, without limitation, attorneys’ fees) asserted by any third party against an Indemnified
Person, resulting from any breach of the Indemnifying Party’s representations and warranties, any breach or
non-fulfillment in the performance of the Indemnifying Party’s covenants and agreements, or negligence by
the Indemnifying Party or an agent or independent contractor of the Indemnifying Party in connection with
the performance of the Indemnifying Party’s covenants and agreements hereunder. Such indemnification
obligation shall include without limitation claims and liabilities arising out of the transmission, use, or
posting of Content; use of the Site or the Services; connection to and transmission of Content to or from the
Site; your violations of this Agreement; and your violations of any third party’s rights, including without
limitation any third party’s intellectual property rights.
- Jury Trial Waiver. IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES, THE PARTIES HEREBY VOLUNTARILY AND KNOWINGLY
WAIVE THE RIGHT TO A TRIAL BY JURY ON ANY ISSUE AND IN ANY CAUSE OF ACTION.
- Class Action Waiver. In the event of a dispute between the parties, resolution of same, whether by arbitration,
litigation, or otherwise, shall proceed solely on an individual basis. You hereby waive any right to assert
any claim or cause of action on a class action basis or on bases involving claims brought in a purported
representative capacity on behalf of others. Claims may not be joined or consolidated unless agreed to in
writing by all parties. No award or decision will have any preclusive effect as to issues or claims in any
dispute with anyone who is not a named party.
- Compliance with COPPA. The Site and Services are not intended for access or use by
children under the age of 13 years.
incorporated into this Agreement as if repeated verbatim.
- Miscellaneous Provisions. Failure of a party to enforce any provision of this Agreement shall not constitute
a waiver of such provision or of the right of a party at any time to avail itself of such remedies as it may
have for any breach or breaches of such provision. The provisions of this Agreement are severable. Should
any part or portion hereof be deemed void or unenforceable by a court of competent jurisdiction, the
remaining parts and portion shall remain in full force and effect. This Agreement represents the entire
understanding by and between the parties and supersedes any other representations, promises, or statements
not wholly consistent herewith. This Agreement may only be modified by a writing signed by both parties.
The parties acknowledge the receipt and sufficiency of the consideration set forth in this Agreement.
This Agreement shall be construed pursuant to the laws of Tennessee without regard to its conflict of
law provisions. Any lawsuit brought to interpret or enforce the terms of this Agreement shall be filed
in the appropriate state or federal court located in Franklin, Tennessee. The parties hereby waive any
defense of improper venue, lack of personal jurisdiction, or forum non conveniens. You warrant that you
read the foregoing Agreement, understand and acknowledge each of its provisions, have the authority to
execute this Agreement on your own behalf as well as on behalf of any entity or third party signatory,
and agree on your behalf and on behalf of any entity or third party signatory to be bound by the terms
and conditions herein. Service Provider shall be entitled to recoup from you its costs, including without
limitation its reasonable attorneys’ fees, in bringing or defending any lawsuit or other proceedings that
concern in whole or in part the enforcement and/or interpretation of this Agreement. Service Provider
shall not be liable in the event that the performance of any obligation of Service Provider hereunder is
rendered impossible by any circumstance beyond its control and not created by its own act or omission,
including flood, fire, and other natural disasters, war, riot or social unrest, work stoppage, act of
terrorism, and Acts of God. Service Provider shall resume performance pursuant to the provisions of this
Agreement upon the abatement of the force majeure. Any notice required to be given to Licensee may be made,
in Service Provider’s sole discretion, by posting same conspicuously on the Site or by email to any email
address provided by you. Notice to Service Provider shall be by U.S. Mail to P.O. Box 1194, Franklin,
- Fee Avoidance Policy
Actions taken to avoid paying fees are prohibited and will result in a suspension of a user’s account and space listing. Here are examples of fee avoidance:
- Completing a reservation off-AVVAY once it has been initiated on the site.
- Directing users to your website, Facebook page, or any other outside source to complete a reservation.
- Providing or asking for contact information to complete a reservation off-AVVAY.