Elevate Travel™ | Elevate BNB LLC 

Thank You for using Elevate Travel!

The following Terms of Service (“Terms”) constitute a legally binding agreement between you and Elevate (“we”, “us” or “our”) and govern your use of our websites, applications, and other offerings (collectively, the "Elevate Platform").

The Elevate Platform provides a platform for its Members to publish, offer, search for, and book services. Members who publish and offer services are referred to as "Hosts," while members who seek, book, or use services are referred to as "Guests." Both Hosts and Guests shall collectively be referred to as “Members”. Hosts provide lodging (“Accommodations”), activities, excursions, and events (“Experiences”), as well as a variety of travel and other services (collectively referred to as "Host Services," and each Host Service offering as a "Listing"). All the marketing of the aforesaid and the booking process (including receipt of payment) is done by us. To access and use many features of the Elevate Platform, you must create an account and keep your account information current. Elevate does not own, control, offer, or manage any Listings or Host Services as the provider of the Elevate Platform. Elevate is not a party to direct contracts between Hosts and Guests, nor is it a real estate broker or insurer. Except as expressly stated in the Payments Terms of Service (“Payment Terms”), Elevate is not acting as an agent for any Partner. Section 16 contains additional information about Elevate’s role.

If you are a host, you are responsible for understanding and complying with all laws, rules, regulations and contracts with third parties that apply to your Host Services. These terms are divided categorically into three categories namely (i) Guest Terms, (ii) Host Terms, and (iii) General Terms 

GUEST TERMS

• Our Objective 

Our mission is to create a world in which anyone can feel at home. From cabins to castles to cooking classes, peruse millions of Listings to discover those that fit your travel style. Review the description and photos of a Listing, as well as the Guest reviews, to learn more about it. If you have any questions, please contact the Host/Partner via message.

• Search and Booking on Elevate 
  • Searching. You can search for Host Services by specifying the type of service, the travel destination, the dates of travel, and the number of guests. Additionally, you can use filters to narrow down your search results. The results of your search are ranked according to their relevance to your search and other criteria. Relevance is determined by a variety of factors, including price, availability, reviews, customer service, and cancellation history, popularity, previous trips and saved Listings, and host requirements (e.g., minimum or maximum nights), and more. 
  • Booking. When you book a Listing, you agree to pay all charges associated with the booking, including the Listing price, applicable fees such as our service fee, offline fees, and taxes, as well as any other charges identified during checkout (collectively, the "Total Price"). Additionally, you consent to Elevate Payments charging and collecting any security deposit specified during checkout. When you receive the booking confirmation, a contract for Host Services is formed directly between you and the Host (in these Terms, referred to as a reservation). The cancellation policy, as well as any additional rules, standards, policies, or requirements specified in the Listing or during checkout, are incorporated into your contract with the Host. Bear in mind that some Hosts provide their Host Services in collaboration with a co-host or as part of a team.
  • Accommodation Reservations. A reservation for an Accommodation constitutes a restricted license to enter, occupy, and use the Accommodation. The Host retains the right to re-enter the Accommodation during your stay, to the extent that such re-entry is (i) reasonably necessary, (ii) permitted by your contract with the Host, and (iii) consistent with applicable law. If you stay past the check-out time, the Host has the right to evict you in accordance with applicable law, including by imposing reasonable overstay penalties. You are not permitted to exceed the maximum number of permitted Guests.
  • Reservations for Host Services and Other Experiences. A reservation for an Experience or other Host Service entitles you to attend, participate in, or use that Host Service. You are responsible for ensuring that you and any guests meet any applicable minimum age, proficiency, fitness, or other requirements. You are responsible for informing the Host of any medical or physical conditions, as well as any other circumstances, that may affect your ability to participate in, attend, or use the Host Service. Unless specifically authorized, you may not allow anyone to join a Host Service unless they are added as an additional guest during the booking process.
• Cancellations, Travel Issues, Refunds and Booking Modifications. 
  • Cancellations, Issues with Travel, and Refunds. Please note that each Partner who is providing a hosting service has their own individual cancellation policy. To understand the cancellation process in more detail, we advise you to refer to the Cancellation Policy linked to our website. 
  • Changes to Reservations. Guests and Hosts are jointly and severally liable for any booking modifications they agree to make via the Elevate Platform or through direct communication with Elevate customer service ("Booking Modifications"), and agree to pay any associated additional amounts, fees, or taxes.
• Your responsibilities and assumption of risk 
  • Aspects of your Responsibilities. You are personally responsible for your actions and omissions and for the actions and omissions of anyone you invite to join or provide access to any Accommodation, Experience, or other Host Service. For example, this means that: (i) you are responsible for returning from an Accommodation (and any associated personal property) to the condition in which you found it, and (ii) you must always act with integrity, respect others, and adhere to applicable laws. If you book an additional guest who is a minor or bring a minor to a Host Service, you must be legally authorized to act on the minor's behalf and you are solely responsible for the minor's supervision.
  • Your Risk Assumption. You acknowledge that many activities involve inherent risks and agree that, to the maximum extent permitted by applicable law, you assume all risk associated with your access to and use of the Elevate Platform and any Content (as defined in Section 10), including your stay at any Accommodation, participation in any Experience, use of any other Host Service, or any other interaction you have with the Elevate Platform or any Content. This means that it is your responsibility to investigate a Host Service's suitability for you. For instance, Host Services may involve a risk of illness, bodily injury, disability, or death, which you freely and knowingly assume by participating in those Host Services.

HOSTING AND PARTNER TERMS

• Hosting on Elevate
  • Host. As a Hosting Partner, Elevate enables you to earn money while sharing your Accommodation, Experience, or other Host Service with our vibrant community of Guests. It's simple to create a Listing, and you retain complete control over how it's hosted - you set the price, availability, and rules for each Listing.
  • Contracting with Guests. When you accept a booking request or receive a booking confirmation via the Elevate Platform, you enter into a direct contract with the Guest and are responsible for providing your Host Service in accordance with the terms and at the price specified in your Listing. Additionally, you agree to pay applicable fees for each booking, such as Elevate's service fee (plus applicable taxes). Unless we and you agree otherwise, Elevate Payments will deduct any amounts owed from your payout. Any terms, policies, or conditions included in any supplemental contract with Guests must be (i) consistent with these Terms, our Policies, and the information provided in your Listing, and (ii) prominently disclosed in your Listing description.
  • Hosts' Independence. Your relationship with us is as an independent individual or entity, not as an employee, agent, joint venturer, or partner, except for the Payments Terms, which describe how Elevate Payments acts as a payment collection agent. Elevate does not direct or control your Host Service, and you agree that you retain complete discretion over whether and when to provide Host Services, as well as the price and terms on which to provide them.
• Managing your listing 
  • How to Create and Manage Your Listing. The Elevate Platform provides tools that simplify the process of creating and managing a Listing. Your Listing must contain complete and accurate information about your Host Service, your price, and any additional charges such as cleaning fees, resort fees, security deposits, or offline fees, as well as any rules or requirements applicable to your Guests or Listing. You are responsible for maintaining the accuracy and currency of your Listing information (including calendar availability) and content (such as photos). We strongly advise you to obtain appropriate insurance for your Host Services and to carefully review the policy's terms and conditions, including coverage details and exclusions. You may only have one Listing per Accommodation, but you may have multiple Listings for a single property with multiple lodging options. Our Additional Terms for Experience Hosts apply to any offer of an Experience.
  • Recognize Your Legal Responsibilities. You are responsible for comprehending and complying with all applicable laws, rules, regulations, and third-party contracts governing your Listing or Host Services. For instance: Certain landlords and leases, as well as rules governing homeowner and condominium associations, restrict or prohibit subletting, short-term rentals, and/or extended stays. Certain cities have zoning regulations or other laws prohibiting the short-term rental of residential properties. Certain jurisdictions require that Hosts register, obtain a permit, or obtain a license prior to providing specific Host Services (such as short-term rentals, longer-term stays, preparing food, serving alcohol for sale, guiding tours, or operating a vehicle). In some locations, the Host Services you wish to offer may be completely prohibited. Depending on the jurisdiction, you may be required to register Guests who stay at your Accommodation. Certain jurisdictions have enacted legislation granting Guests tenancy rights and imposing additional obligations on Hosts. For instance, in some areas, landlord-tenant, rent control, and eviction laws may apply to extended stays. Consult your local regulations to determine which rules apply to the Host Services you intend to provide. The information we provide about legal requirements is for informational purposes only and you should confirm your obligations independently. You are responsible for complying with applicable privacy laws and these Terms, including our Host Privacy Standards, when handling and using personal data of Guests and others. If you have any doubts about the application of local laws, you should always seek legal advice.
  • Responsibilities. As an individual, you are personally responsible and liable for your actions and omissions, as well as for the actions and omissions of anyone you permit to assist you in providing your Host Services. You are responsible for pricing your Listing and establishing the Listing's rules and requirements. You must disclose all fees and charges in your Listing description and are not permitted to collect any additional fees or charges outside of the Elevate Platform, except as expressly authorized by us in writing. 
  • Your Risk Assumption. You acknowledge that hosting entails inherent risks and agree to bear all risks associated with your access to and use of the Elevate Platform, your provision of Host Services, or any interaction you have with other Members, whether in person or online. You agree that you have investigated the Elevate Platform and any applicable laws, rules, regulations, or obligations affecting your Listings or Host Services and are not relying on any legal statement made by us.
• Cancellations, Travel Issues, and Booking Modifications
  • Cancellations and Issues with Travel. In general, the amount paid to you when a Guest cancels a reservation is determined by the cancellation policy that applies to that reservation. As a host, you should not cancel a Guest's reservation unless there are extenuating circumstances or applicable law. If you cancel a reservation for a Guest without providing a valid reason, we may charge a cancellation fee and/or impose other penalties. If a Guest encounters a Travel Issue (as defined in the Guest Refund Policy), an Extenuating Circumstance occurs, or a reservation is cancelled pursuant to Section 13 of these Terms, the amount you pay will be reduced by the amount we refund or otherwise provide to the Guest, as well as any other reasonable costs we incur as a result of the cancellation. If a Guest requests a refund after you have been paid, or if the total of the refund and other costs incurred by Elevate exceeds your payout, Elevate (via Elevate Payments) may seek to recover the difference from you, including by offsetting the refund against future payouts. You agree that our Guest Refund Policy, and these Terms supersede any cancellation policy you establish in situations where Elevate allows for reservation cancellation and/or refunds to Guests. If we reasonably anticipate refunding a Guest under one of these policies, we reserve the right to withhold payment for that reservation until a refund decision is made. If you host an Experience, please be aware that your reservations are subject to cancellation. 
  • Changes to Reservations. Hosts and Guests are jointly and severally liable for any Booking Modifications they agree to make via the Elevate Platform or through direct communication with Elevate customer service, and agree to pay any additional amounts, fees, or taxes associated with a Booking Modification.
• Taxes. 
  • Host Taxes. As a host, you are responsible for determining and complying with your legal obligations to report, collect, remit, or include any applicable VAT or other indirect taxes, occupancy taxes, tourist, income, or other taxes in your price ("Taxes")
  • Elevate is responsible for collection and remittance. You instruct and authorize Elevate to collect and/or remit Taxes on your behalf in jurisdictions where Elevate facilitates the collection and/or remittance of Taxes on behalf of Hosts. Elevate will identify any taxes collected and/or remitted to Members on their transaction records, as applicable. Elevate reserves the right to seek additional amounts from Members (including by deducting such amounts from future payouts) if the Taxes collected and/or remitted by Elevate are insufficient to fully discharge that Member's tax obligations, and you agree that your sole remedy for Taxes collected by Elevate is a refund from the applicable Tax authority. You acknowledge and agree that we reserve the right, with prior notice to affected Members, to discontinue Tax collection and remittance in any jurisdiction for any reason.
  • Information on taxes. Tax regulations in certain jurisdictions may require us to collect and/or report Tax information about you, or to withhold Taxes from your payouts, or both. If you fail to provide us with documentation sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount required by law until we receive sufficient documentation. You agree that Elevate may issue invoices or similar documentation on your behalf for VAT, GST, consumption, or other taxes associated with your Host Services in order to facilitate accurate tax reporting on your part, our Guests' part, and/or their organizations’ part.

GENERAL TERMS

• Reviews

Following each Host Service, both Guests and Hosts will have the opportunity to leave feedback. Your Review must be accurate and not contain any language that is discriminatory, offensive, defamatory, or violates our Content or Review Policies. Elevate does not verify the accuracy of reviews and thus they may be inaccurate or misleading.

• Content

You can provide feedback, text, photos, audio, video, information, and other content (collectively, "Content") via various components of the Elevate Platform. By submitting Content in any form and via any means, you grant Elevate a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sublicensable, and transferable license to copy, modify, prepare derivative works of, distribute, publish, and otherwise exploit that Content. If the Content contains personal information, our Privacy Statement explains how we use that information. Where Elevate pays for or facilitates the creation of Content, it may own that Content. You are solely responsible for your Content and warrant that you either own it or have the authority to grant Elevate the rights set forth in these Terms. You are accountable and responsible if any of your Content violates or infringes a third party's intellectual property or privacy rights. Our Content Policy and Nondiscrimination Policy, for example, prohibit discriminatory, obscene, harassing, deceptive, violent, and illegal content. You agree that Elevate may make available services or automated tools for the purpose of translating Content and that such services or tools may be used to translate your Content. Elevate makes no guarantee regarding the accuracy or quality of translations, and Members are responsible for verifying such translations.

• Fees

Elevate may charge Hosts and Guests fees (plus applicable taxes) for using the Elevate Platform. Our Service Fees page contains additional information about when service fees apply and how they are calculated. Service fees are non-refundable, unless otherwise specified on the Elevate Platform. Elevate reserves the right to modify service fees at any time and will notify Members prior to any changes taking effect. Fee changes will have no effect on bookings made prior to the fee change's effective date. If you object to a fee adjustment, you may terminate this agreement at any time in accordance with Section 13.2.

• Elevate Platform Rules 
  • Rules. You must adhere to these rules and not assist or induce others to violate or circumvent them.
• Conduct yourself with integrity and treat others with decency.
• Do not fabricate information, misrepresent something or someone, or pose as someone else.
• When communicating or interacting with others, be courteous and respectful.
• Adhere to our nondiscrimination policy and refrain from discriminating or harassing others.
• No scraping, hacking, reverse engineering, compromising, or impairing the Elevate Platform is permitted.
• Use of bots, crawlers, scrapers, or other automated means to access or collect data or other content from the Elevate Platform or to interact with it in any way is strictly prohibited.
• Avoid hacking, evading, removing, impairing, or otherwise circumventing any security or technological measure protecting the Elevate Platform or Content.
• You agree not to decrypt, decompile, disassemble, or reverse engineer any software or hardware used to provide the Elevate Platform.
• Take no action that could jeopardize or impair the performance or proper operation of the Elevate Platform.
• Only use the Elevate Platform as authorized by these Terms or another agreement with us
• You may use another Member's personal information solely to the extent necessary to facilitate a transaction on the Elevate Platform, as permitted by these Terms.
• Without the recipient's express consent, do not use the Elevate Platform, our messaging tools, or Members' personal information to send commercial messages.
• You may access and use the Content made available via the Elevate Platform solely to the extent necessary to enable your use of the Elevate Platform as a Guest or Host.
• Use Content only with the owner's permission or as authorized by us in these Terms or another agreement you have with us.
• To avoid paying fees, taxes, or for any other reason, do not request, make, or accept a booking or any payment outside of the Elevate Platform. 
• Unless authorized by Elevate, do not require or encourage Guests to create an account, leave a review, complete a survey, or otherwise interact with a third-party website, application, or service prior to, during, or after a reservation.
• Make no attempt to manipulate our search algorithm in any way.
• Do not book Host Services unless you intend to use them.
• Without our consent, you may not use, copy, display, mirror, or frame the Elevate Platform, any Content, any Elevate branding, or any page layout or design.
• Honor your legal obligations 
• Recognize and adhere to applicable laws, including those governing privacy, data protection, and export.
• If you provide us with another person's personal information, you must do so in accordance with applicable law, (ii) with their authorization, and (iii) with their permission for us to process that information in accordance with our Privacy Policy.
• Take the time to read and adhere to our Terms, Policies, and Standards.
• Organize or assist in the organization of unauthorized parties or events. You are responsible and liable for any party or event that occurs during your reservation and violates our party and event rules, which are incorporated herein by reference.
• Without permission, you may not use Elevate’s or another party's name, logo, branding, or trademarks.
• Avoid using or registering any domain name, social media handle, business name, trademark, branding, logo, or other source identifier that could be confused with Elevate branding.
• Offer no Host Services that violate applicable laws or agreements.
• Offer or solicit prostitution and refrain from participating in or facilitating human trafficking.
  •     12.2.Reporting Violations. If you believe a Member, Listing, or Content poses an imminent danger to a person or property, you should contact local authorities immediately before contacting Elevate. Additionally, if you believe a Member, Listing, or Content has violated our Standards, you should contact Elevate with your concerns. If you filed a complaint with local authorities, Elevate may request a copy of the complaint. Unless otherwise required by law, you agree that we are under no obligation to act in response to any report.
  • Notifications of Copyright Violations. If you believe that Content on the Elevate Platform violates your copyright rights, please contact us in accordance with our Copyright Policy.
• Termination, Suspension and other Measures
  • Term. The agreement between you and Elevate embodied in these Terms begins when you access the Elevate Platform (for example, to create an account) and continues until either you or we terminate the agreement in accordance with these Terms.
  • Termination. This agreement may be terminated at any time by sending us an email or by deleting your account. We reserve the right to terminate this agreement and your account at any time by sending you a 30-day notice via email or using any other contact information you have provided for your account. We may also immediately and without notice terminate this agreement and deny you access to the Elevate Platform if you violate these Terms, our Policies, or applicable laws, or if we reasonably believe termination is necessary to protect Elevate, its Members, or third parties. If your account has been inactive for more than two years, we reserve the right to terminate it immediately.
  • Member Violations. If (i) you violate these Terms, our Policies, or our Standards, (ii) applicable laws, regulations, or third-party rights are violated, or (iii) Elevate believes it is reasonably necessary to protect itself, its Members, or third parties, Elevate may, with or without prior notice:
• restrict or suspend your access to or use of the Elevate Platform and/or your account; 
• restrict or remove Listings, Reviews, or other Content;
• cancel pending or confirmed bookings; or 
• or suspend or revoke any account-specific special status.

For minor infractions or where Elevate deems it appropriate in its sole discretion, you will be notified of any proposed action and given an opportunity to resolve the issue. By contacting customer service, you may appeal any actions taken by us pursuant to this Section. If we cancel a reservation pursuant to this Section, the amount paid to the Host will be reduced by the amount we refund or otherwise provide to the Guest, as well as any other costs we incur as a result of the cancellation.

• Legal Requirements. Elevate may take any action it deems reasonably necessary to comply with applicable law or a court, law enforcement agency, or other administrative agency or governmental body, including the measures described above in Section 13.3.
• Termination Has an Effect. If you cancel your Elevate account as a Host, any confirmed bookings will be automatically cancelled and your Guests will receive a full refund. If you cancel your Guest account, any confirmed bookings will be automatically cancelled, and any refunds will be subject to the cancellation policy for the reservation. You are not entitled to a restoration of your account or any of your Content if this agreement is terminated. If your access to or use of the Elevate Platform is restricted, your Elevate account is suspended, or this agreement is terminated by us, you may not create a new account or access or use the Elevate Platform through another Member's account.
• Survival. Parts of these Terms that by their nature survive termination, will survive termination of this agreement, including Sections 2 through 26.
• Modification. We reserve the right to modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the Elevate Platform and update the "Last Updated" date at the top. Additionally, we will notify you via email at least 30 days prior to the effective date of any material changes. If you disagree with the revised Terms, you may immediately terminate this agreement in accordance with the terms of this agreement. If you do not cancel your agreement prior to the effective date of the revised Terms, your continued access to or use of the Elevate Platform constitutes acceptance of the revised Terms. 
• Resolving Complaints and Damage Claims. If a Member establishes that another Member has caused damage to their real or personal property ("Damage Claim"), the complaining Member may seek compensation through the Resolution Center. If a complaining Member escalates a Damage Claim to Elevate, the other Member will be contacted and given the opportunity to respond. If the responding Member agrees to pay or if Elevate determines in its sole discretion that they are responsible for the Damage Claim, Elevate may collect any sums necessary to cover the Damage Claim from the responding Member and/or against any security deposit through Elevate Payments. You agree that Elevate may seek recovery from you under any insurance policies you maintain, as well as any other remedies available to it under applicable law. You agree to cooperate in good faith, provide any information requested by Elevate, execute documents, and take any other reasonable action necessary in connection with Damage Claims, Member complaints, insurance claims, or other claims arising out of your provision or use of Host Services.
• Elevate’s Role. We provide Members with a platform through which they can publish, offer, search for, and book Host Services. While we make every effort to ensure that our Members have a positive experience with Elevate, we cannot and do not control the behavior of Guests and Hosts. You acknowledge that Elevate has the right, but not the obligation, to monitor and verify our Members' use of the Elevate’s Platform. For example, we may review, disable access to, or edit Content in order to: (i) operate, secure, and improve the Elevate Platform (including for fraud prevention, risk assessment, investigation, and customer support purposes); (ii) ensure Members' compliance with these Terms; and (iii) comply with applicable law or a court, law enforcement, or other administrative agency or government requirement. (iv) respond to Content that we determine to be harmful or objectionable; (v) take any other actions specified in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing Listings that do not meet such criteria. Members acknowledge and agree that Elevate is solely responsible for the administration of its Policies and Standards (such as basic host requirements), including decisions about whether and how to apply them in a particular situation. Members agree to cooperate with and assist Elevate in a good faith manner, and to provide Elevate with any information or take any actions reasonably requested by Elevate in connection with any investigation into the use or abuse of the Elevate Platform. Elevate is not acting as an agent for any Member, except as provided in the Payments Terms, where Elevate Payments acts as a collection agent.
• Guest Accounts. 

To access and use many features of the Elevate Platform, you must create an account. Registration is available to legal entities, partnerships, and natural persons who are at least 18 years old. You represent and warrant that you are not a person or entity prohibited from using the Elevate Platform by the laws of the United States, your residence country, or any other applicable jurisdiction. You must provide accurate, current, and complete information during registration and maintain accurate, current, and complete account information. You may not open multiple accounts or transfer your account to another person. You are solely responsible for the confidentiality and security of your account credentials and are prohibited from disclosing them to any third party. You are responsible and liable for all activities conducted through your account and must notify Elevate immediately if you believe your credentials have been lost, stolen, or your account has been compromised in any way. If and to the extent permitted by applicable law, we may, but are not required to: (i) request identification or other information from you; (ii) conduct checks to assist in verifying your identity or background; (iii) screen you against third-party databases or other sources and request reports from service providers; and (iv) obtain reports from public records of criminal convictions or sex offender.

• Disclaimer of Warranties. 

We provide the Elevate Platform and all Content "as is" and expressly disclaim any and all warranties, express or implied. For example, (i) we make no representations or warranties regarding the existence, conduct, performance, safety, quality, legality, or suitability of any Guest, Host, Host Service, Listing, or third party; (ii) we make no representations or warranties regarding the performance or non-interruption of the Elevate Platform; and (iii) we make no representations or warranties regarding the existence, conduct, performance, safety, quality, legality, or suitability of any third party. Any references to a Member or Listing being "verified" (or similar language) mean that the Member, Listing, or Elevate has successfully completed the applicable verification or identification process. The limitations and exclusions set forth in these Terms apply to the fullest extent permitted by law. If we are unable to disclaim any statutory rights or warranties, the duration of those statutorily required rights or warranties will be limited to the maximum extent permitted by law.

• Limitations of Liability

Neither Elevate nor any of its related entities or any third party involved in creating, producing, or delivering the Elevate Platform or any content shall accept any liability for any incidental, special, exemplary, or consequential damages including lost profits, data loss, or goodwill destruction, service interruption, computer damage or system failure, or the cost of substitute products or services, or any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) These Terms, (ii) your use of or inability to use the Elevate Platform or any Content, (iii) any communications, interactions, or meetings you may have with someone you interact or meet through, or as a result of, your use of the Elevate Platform, or (iv) the publishing or booking of a Listing, including the provision or use of Host Services, regardless of whether based on warranty, contract, tort (including negligence), or any other legal theory.

Elevate’s aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interactions with Members, or your use or inability to use the Elevate Platform, any Content, or any Host Service, will not exceed the following: (A) to Guests, the amount you paid as a Guest during the 12-month period preceding the event that gave rise to the liability; (B) to Hosts, the amount you paid as a Host during the 12-month period preceding the event that gave rise to the liability; or (C) to anyone else, one hundred United States dollars (US$100). These liability and damage limitations are critical components of the agreement between you and Elevate. If the limitations of liability set forth in these Terms are not permitted by applicable law, the foregoing limitations may not apply to you.

• Indemnification 

To the maximum extent permitted by law, you agree to release, defend, indemnify, and hold Elevate harmless from and against any and all claims, liabilities, damages, losses, and expenses, including but not limited to reasonable legal and accounting fees, arising out of or in any way connected with (i) your violation of these Terms (including any supplemental or additional terms applicable to a particular product or feature), our Policies, or Standards (ii) your unauthorized use of the Elevate Platform, (iii) your interaction with any Member, stay at an Accommodation, participation in an Experience, or other Host Service, including without limitation any injuries, losses, or damages (whether compensatory, direct, incidental, consequential, or otherwise) of any kind resulting from or in connection with such interaction, stay, participation, or use. (iv) your failure to accurately report, collect, or remit Taxes, or our failure to do so at your direction, or (v) your violation of any laws, regulations, or third-party rights, such as intellectual property or privacy rights.

• United States Governing Law and Venue 

If you are a resident of the United States or have a place of business there, these Terms will be interpreted in accordance with the laws of the State of TEXAS and the United States of America, without regard for conflict-of-law provisions. Unless we both agree otherwise, all judicial proceedings (other than small claims actions) that are not covered by the arbitration agreement in Section 23 must be brought in state or federal court in AUSTIN . Both you and we consent to the venue and personal jurisdiction of the AUSTIN (

• United States Dispute Resolution and Arbitration Agreement
  •     22.1.Application. This Arbitration Agreement is applicable to you only if your primary residence or place of business is in the United States. If your country of residence or establishment is not the United States and you bring a legal claim against Elevate in the United States, this Arbitration Agreement will govern the threshold determination of whether this Section 23 applies to you, as well as all other threshold determinations, including residency, arbitrability, venue, and applicable law.
  •     22.2.A Summary of the Dispute Resolution Process: Elevate is committed to resolving disputes in a manner that is consumer-friendly. To that end, these Terms establish a two-step process for individuals covered by this Section 23: (1) an informal negotiation with our customer service team, and (2) if necessary, binding arbitration administered by the American Arbitration Association ("AAA"). You and Elevate retain the right, in addition to arbitration, to seek relief in small claims court.
  •     22.3.Arbitration Agreement. You and Elevate agree that any dispute, claim, or controversy arising out of or relating to these Terms, their applicability, breach, termination, validity, enforcement, or interpretation, or your use of the Elevate Platform, Host Services, or any Content (collectively, "Disputes"), will be resolved through binding individual arbitration (the "Arbitration Agreement"). If a dispute arises regarding the enforceability or applicability of this Arbitration Agreement to our Dispute, you and Elevate agree that the arbitrator will resolve the matter.
  •     22.4.Arbitration Procedures and Applicable Law. This Arbitration Agreement is evidence of an interstate commerce transaction, and the Federal Arbitration Act governs the interpretation and enforcement of this provision on all substantive and procedural levels. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or any other AAA arbitration rules that the AAA determines are applicable at the time (the "AAA Rules"), except as modified here. The AAA Rules are available on the AAA website at www.adr.org. To initiate arbitration, a completed written demand (available at www.adr.org) must be filed with the AAA and served on the opposing party in accordance with the AAA rules.
  •     22.5.Decision of the Arbitrator. The arbitrator's decision will include the arbitrator's key findings and conclusions upon which the award is based. Any court with proper jurisdiction may enter judgement on the arbitral award. The arbitrator may grant any relief permitted by law or the AAA Rules, but declaratory or injunctive relief may be granted only on an individual basis and only to the extent necessary to satisfy the claimant's individual claim.
  •     22.6.Waiver of Jury Trial. You and Elevate acknowledge and agree that in all arbitrable Disputes, we are each waiving our right to a jury trial.
  •     22.7.There will be no class action lawsuits or representative proceedings. You and Elevate acknowledge and agree that, to the extent permitted by law, we each waive our right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or other representative or consolidated proceeding. Unless we agree in writing, the arbitrator may not consolidate the claims of more than one party or preside over any form of class or representative proceeding. If a final judicial determination renders the waiver contained in this paragraph unenforceable with respect to any claim, cause of action, or requested remedy, then that claim, cause of action, or requested remedy, and only that claim, cause of action, or requested remedy, will be severed from this agreement to arbitrate and brought in a court of competent jurisdiction. If a claim, cause of action, or requested remedy is severed pursuant to this paragraph, you and we agree that all claims, causes of action, and requested remedies that are not arbitrable will be stayed until the arbitrator resolves all arbitrable claims, causes of action, and requested remedies.
  •     22.8.Severability. Except as provided in Section 22.7, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision will be severed and the remainder of the Arbitration Agreement will be given full force and effect.
  •     22.9.Survival. Except as provided in Section 22.8 and subject to Section 13.6, this Section 23 will survive any termination of these Terms and will remain in effect even if you stop using the Elevate Platform or terminate your Elevate account.
• Miscellaneous. 
  • No waiver. In the event that Elevate fails to enforce any right or provision of these Terms, such failure will not constitute a waiver of such right or provision unless acknowledged and agreed to in writing by us. Except as expressly stated in these Terms, the exercise of any of the parties' remedies under these Terms will be without prejudice to the party's other remedies under these Terms or as permitted by law. 
  • Assignment. Without our prior written consent, you may not assign, transfer, or delegate this agreement or your rights and obligations hereunder. We may assign, transfer, or delegate this agreement and any of its rights and obligations without restriction and with 30 days' notice.
  • Notices. Unless otherwise specified in this agreement, all notices and other communications to Members will be provided electronically and will be delivered by Elevate via email, Elevate Platform notification, messaging service (including SMS and WeChat), or any other contact method we enable and you provide.
  • Services Provided by Third Parties. The Elevate Platform may contain links to third-party websites, applications, services, and resources (“Third-Party Services”) that operate under their own terms and privacy policies. Elevate is not responsible or liable for any aspect of these Third-Party Services, and links to them do not constitute an endorsement.
  • Force Majeure. Elevate shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, or disease, vaccinations, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
  • Contact us. Please contact us if you have any questions about these Terms. You may reach out to use on our email address HELLO@ELEVATE.TRAVEL

Elevate Travel™

BOOKING SERVICES AGREEMENT TERMS

This Booking Services Agreement (“Agreement”) is entered into by and between Elevate BnB, LLC, a Texas limited liability company (“ET”), and Client, and shall become effective on the last day executed by all Parties (the “Effective Date”).

Whereas, ET provides marketing and booking services for short term booking properties, including hotels (collectively, the “Services”); and

Whereas, Client owns and operates hotel properties at the addresses indicated below for which Client desires ET to provide the Services.

Therefore, Client and Elevate Travel hereby agree as follows:

DEFINITIONS.

“Affiliate” means a person or entity controlling, controlled by or under common control as the respective Party.

“Booking” (or plural, “Bookings”) means a booking of one or more rooms of the Property by a Guest as a result of the Services.

“Daily Booking Fee” is the gross amount paid by the Guest for a Booking each day, which includes other fees charged by Client based on the duration of the Guest’s visit, such as daily resort fees, and without deduction for other marketing fees such as an online platform or credit card processing charges.  The Daily Booking Fee shall include applicable sales, VAT, lodging and other similar taxes imposed upon the booking fee of the Property (collectively, “Sales Taxes”).

“Existing Reservation” means a Booking taken prior to the effective termination date of this Agreement (the “Termination Date”).

“Guest” is a party who contracts for the use of the Property as a place of lodging as a result of the Services or through ET’s website or app.  “Guest” or “Guests” may refer to an individual or, collectively, to a group of people traveling together.

“Gross Booking Proceeds” for each Guest shall be the total of the Daily Booking Fees for all nights the Guest stayed in the Property. 

“Net Booking Proceeds” means the Gross Booking Proceeds less (a) applicable credit card or other payment processing fees, (b) costs or fees incurred in connection with other third party platforms, and (c) the Booking Fee.

“Party” (or “Parties”) means a signatory to this Agreement.

“Services” means the marketing and booking services provided by ET through ET’s as well as other websites, apps and platforms.

TERM.

The Services shall commence on the day of contract execution and shall continue annually until terminated by either Party on Ninety (90) days written notice.  See “Termination,” below. 

PROPERTY FOR WHICH SERVICES WILL BE PROVIDED.

The properties for which the Services are to be provided are given through this form.

 

(each, a “Property,” and collectively, the “Properties”).

RELATIONSHIP OF THE PARTIES.

ET is and will at all times be an independent contractor with respect to Client in regard to the subject matter of this Agreement.  Nothing contained in this Agreement will be deemed or construed in any manner whatsoever to create creating a partnership, joint venture, employment, agency, fiduciary, or other similar relationship between Client and ET. 

Throughout the term of this Agreement, ET will be a non-exclusive provider of the Services.  ET may provide similar services to those provided hereunder for other parties; provided, however, ET shall not provide the Services or other guidance or advice, nor shall ET have an ownership interest in a hotel or short-term rental property within Two (2)  miles of the Properties (except for ownership of a stock interest in a publicly trading company).  Client may hire other parties to provide services similar to those provided hereunder.

BOOKING SERVICES. 

MARKETING. 

5.1.1.ET shall market the Property for Bookings and shall accept and process Bookings based on terms, conditions and rates provided by Client.  For purposes of this Agreement, “market the Property” shall include any manner or means and any medium ET may choose to promote the Bookings including but not limited to web sites, apps and platforms created and operated by ET as well as others third party platforms and sites. 

5.1.2.Client grants ET the right to use and reproduce any marketing materials for the Property that exist on the Effective Date or as may be created thereafter, including but not limited to Client’s trademarks and copyrighted material, as well as to create new marketing materials for the Property as ET deems appropriate, subject to the approval of Client which approval shall not be unreasonably withheld (collectively, the “Materials”); and provided further that approval shall not be required for approved materials that have been altered but are substantially the same as those approved.     

BOOKINGS.

5.2.1.Reservations. ET shall process reservations for Bookings of the Properties. 

5.2.2.Guest Payments. ET shall process and collect booking payments from Guests for Bookings at the Properties. ET shall be solely responsible for collection and methods used in such collection; provided, however, Gross Booking Proceeds shall include only those amounts collected and retained in connection with the booking of the Properties (e.g., if a disputed credit card charge results in a chargeback of $100, such $100 shall be deducted from Gross Booking Proceeds); and Gross Booking Proceeds shall be reduced by the amount of any legal or collection fees incurred in collecting a Guest payment.

5.2.3.No Cancellations.  Per ET’s Terms and Conditions available to and agreed to by the Guests, all Bookings are non-cancellable and payments by Guests for Daily Booking Fees are non-refundable.  Changes are subject to the discretion of ET and subject to the approval of Client.

5.2.4.Lodging and Sales Taxes. Unless otherwise specified in writing, ET shall collect applicable sales, VAT, lodging or similar taxes from Guests, and remit same to Client for payment.

DISLCAIMER

ET provides the Services on an “as is” and “as available” basis.  To the extent permitted by law, ET disclaims all warranties, whether express, implied, statutory or otherwise, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and those arising out of course of dealing, usage, or trade.

 

ET does not investigate nor does ET do background checks on Guests.  Accordingly, ET makes no representations or warranties whatsoever regarding Guests and Client expressly waives and disclaims any claims against ET, whether based in tort, contract or indemnification, for damages or any injury to person or reputation relating to a Guest or a Booking.

BOOKING FEE; OTHER PAYMENTS.

Throughout the Term, ET shall be entitled to retain Fifteen Percent (15%) of the Gross Booking Proceeds (exclusive of Sales Taxes) as its fee (“Booking Fee”) for the Services, calculated after deducting from the Gross Booking Proceeds all costs associated with listing the Properties on other web sites, apps and 3rd party platforms (collectively “Platform Fees”). 

After deducting the Platform Fees and Booking Fee, ET shall be entitled to pay from the Gross Proceeds all credit card and other payment processing fees and charges associated with the Bookings.

The balance of the Gross Booking Proceeds is the Net Booking Proceeds.

PAYMENT TO CLIENT. 

ET shall pay to Client the Net Booking Proceeds, less any damages, actual and consequential, resulting from Client’s failure to honor Existing Reservations as required by this Agreement, on or before the first (1st) day of each month for the previous month’s Bookings; provided, however, if such day is a weekend or holiday, then payment shall be due on the next business day.  Each payment shall be accompanied by a statement explaining in reasonable detail the manner of calculation of the payment to Client.

INSPECTION RIGHTS.

ET shall keep its books and records in accordance with generally accepted accounting principles at its principal office. Client, or its authorized representative(s), may inspect such books and records for the purposes of verifying the accuracy of amounts paid and payable to Client, such inspection(s) to be at ET’s principal place of business or such other place as the parties may agree, upon reasonable notice from Client, during ET’s normal business hours.  Such inspection(s) shall not unreasonably interfere with the ordinary business operations of ET, shall not be for a period more than three (3) years prior to the inspection and inspections shall not cover the same period more than once.  Client may copy the relevant books and records in its inspection and retain such copies, at its own expense, but may not remove any originals from ET’s principal place of business.  Each inspection shall be at the sole expense of Client unless the discrepancy determined in such inspection is more than five percent (5%), in which event ET shall reimburse Client for its reasonable expenses in conducting such inspection.

 

Client REPRESENTATIONS, RIGHTS AND OBLIGATIONS.

REPRESENTATIONS AND WARRANTIES. 

Client represents and warrants that:

9.1.1.Client is the lawful owner of the Properties and/or has full authority to enter into this Agreement; 

9.1.2.Client’s execution of this Agreement does not conflict with any contractual or legal obligation of Client to a third party; 

9.1.3.the physical condition of the Properties is satisfactory and reasonably safe for Bookings; and 

9.1.4.Client reasonably believes the engagement of ET to provide the Services is not prohibited by any applicable law, regulation, deed restriction or rule. These representations and warranties shall continue throughout the Term.  In the event that any of the foregoing representations or warranties is no longer true or correct, Client will immediately notify ET in writing.

RIGHTS AND OBLIGATIONS OF Client. 

9.2.1.Nothing in this Agreement is intended to change Client’s general rights and obligations of ownership in the Properties.  Nothing in this Agreement gives ET any rights, interest or claim in or to the Properties.  Client maintains full responsibility for all physical, legal and financial matters pertaining to the Properties at all times, including responsibility for the cost of all cleaning, repairs, maintenance and replacement of furnishings, fixtures and equipment necessary to maintain the Properties in a satisfactory condition for booking occupancy; financial matters associated with ownership of the Properties and ensuring the Properties are in compliance with laws and regulations.  ET shall have no responsibility for any damage, costs  or expenses incurred as the result of a Booking; and Client agrees that Client’s sole recourse in such case is to the Guest.

9.2.2.To foster a better understanding of the Properties by ET and facilitate more effective Services, Client shall provide to ET a standard room (upgradable based on availability) for One (1) week of lodging at each Property each Six (6) months at no charge except for applicable taxes and incidentals (“Complimentary Room”).  ET may not resell its Complimentary Room, combine stays for multiple weeks or accumulate Complimentary Rooms if not used during any given Six (6) month period. 

9.2.3.It shall be Client’s responsibility to advise ET of any change(s) that would impact the Materials used by ET in the marketing of the Properties, regardless of the source of such Materials.

9.2.4.Client agrees to abide by all applicable laws, regulations, deed restrictions, association rules, insurance coverage, and licensing and permitting requirements applicable to use of the Property for Bookings. Client is responsible for any license or permitting fees that apply to the use of the Property for Bookings. 

9.2.5.Client acknowledges that Guest satisfaction is a priority for ET, and that the failure of Client to honor reservations is a significant source of Guest dissatisfaction, poor reviews and demands for compensation. Accordingly, Client agrees to honor all Existing Reservations. Client will be responsible for any damages resulting from Client’s failure or refusal to honor Existing Reservations unless honoring an Existing Reservation would, in the reasonable judgment of Client, pose a danger or health risk to any person.  Once an Existing Reservation is honored, Client may enforce any or all of its rules, terms and conditions including those which result in the early termination of a Booking. 

CONFIDENTIALITY.

Each Party hereby covenants, warrants and represents that it and its employees will keep confidential (and not disclose except as may be mandated by judicial order or operation of law), both during the Term of this Agreement and forever after its termination, all information obtained from the other Party with respect to all trade secrets, proprietary matters, business procedures, customer lists, needs of customers, manufacturing processes and all matters which are competitive and confidential in nature, and will not disclose this information to any person, firm, corporation or other entity for any purpose or reason whatsoever.  Each Party shall be entitled to an injunction restraining the other Party from disclosing this information in the event of a breach or threatened breach of the provisions of this paragraph, without the requirement of a bond. 

INSURANCE. 

Client shall keep and maintain, throughout the Term, general liability and property insurance for the Minimum Required Overage, naming ET as an additional insured.  All such insurance shall; be primary and non-contributory on an “as occurred basis,” waiving rights of subrogation.  Client shall provide ET with copies of current certificates of insurance reflecting ET as an additional insured.  The “Minimum Required Coverage” is One Million Dollars ($1,000,000) per each occurrence for bodily injury and property damage, and is either a commercial general liability policy or a policy that otherwise covers transient booking use. In the event ET pays any such premiums, Client shall repay such amounts immediate upon demand and Client expressly authorizes ET to reimburse itself from Net Booking Proceeds. 

If Client makes an insurance or other third-party compensation claim that leads to recovery of lost booking income on displaced reservations, ET shall be entitled to its Booking Fee on the lost booking income payment.

INDEMNIFICATION. 

Client shall defend, indemnify and hold harmless ET, its principals, officers, directors, employees, agents and affiliates (collectively, “ET Indemnitees”) from and against all claims, suits, demands, or other costs or expenses of any kind, specifically including without limitation reasonable legal and accounting fees, brought by third parties (including but not limited to Guests) for property damage or injury to persons by reason of any cause whatsoever either (1) in, about or related to the Properties (including but not limited to assault, harassment or other acts of the staff or persons, whether or not acting within the scope of their authority) or other persons whom Client has reason to believe poses an unwelcome or other threat to the complaining third party, (2) resulting from actions taken under the express or implied direction of Client including but not limited to cancellations, overbookings or closures. Notwithstanding the foregoing obligation, Client is not required to indemnify or hold harmless the ET Indemnitees for any claims, suits, demands, or expenses for property damage or personal injury solely and directly caused by ET Indemnitees’ gross negligence, intentional misconduct, or fraud.

This section shall expressly survive termination of this Agreement.

TERMINATION.

13.1.TERMINATION PROCESS.

13.1.1.Either Party may terminate this Agreement upon Ninety (90) days written notice to the other Party.

13.1.2.Upon the effective date of termination of this Agreement, ET shall cease all services provided herein; and ET shall have no liability for lost bookings or inquiries received prior to termination but not converted to a reservation prior to termination being effective.

13.1.3.Upon termination of this Agreement, Client shall honor all Existing Reservations and ET fee will continue to be applied to those Existing Reservations.

LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO CASE SHALL ET BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND EVEN IF ET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO CASE SHALL ET’S LIABILITY TO CLIENT FOR BREACH OF CONTRACT OR NEGLIGENCE, IN THE AGGREGATE, EXCEED THE TOTAL BOOKING FEE RECEIVED BY ET UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.  For purposes of this section, any and all references to off shall include its principals, officers, directors, employees, agents and affiliates.

15. MISCELLANEOUS.

15.1.DISPUTE RESOLUTION.

15.1.1.Governing Law.  This Agreement will be construed in accordance with and governed by the substantive law of the State of Texas, without regard to that state’s conflict of law rules. 

15.1.2.Arbitration; Venue.  Any disputes arising out of or relating to this Agreement or an alleged breach thereof shall be settled by binding arbitration before a single, independent arbitrator to take place in Dallas, Texas, or in such other location as ET and Client may mutually agree. The arbitrator shall be chosen by mutual agreement of the Parties; provided, however, if the Parties cannot agree as to an arbitrator within thirty (30) days after notice of a request for arbitration by either Party, then an arbitrator shall be appointed by the American  Arbitration Association under its rules applicable to the state and county in which the arbitration is to be held.  All expenses of arbitration shall be borne equally by the Parties and the prevailing Party shall be entitled to recover its costs, expenses and reasonable attorneys’ fees incurred in such proceeding.  Both Parties shall have full rights of discovery in any such arbitration proceeding. 

15.1.3.Equitable Relief.  Notwithstanding the foregoing, either Party may seek injunctive or similar equitable relief in the courts of any competent jurisdiction including, but not limited to, temporary restraining orders and preliminary injunctions, to enforce this arbitration requirement and/or to protect its rights, including, without limitation, as set forth in this Agreement.

15.2.ASSIGNMENT. 

Either Party may assign this Agreement or any of its rights or delegate any of its duties or other interests in this Agreement at any time upon written notice to the other Party, without the other Party’s consent.

15.3.NOTICES.

Notices, demands or requests which Client or ET are required or desire to give the other hereunder shall be deemed to have been properly given for all purposes if (A) hand-delivered to the Party's notice address below, or (B) delivered to a nationally or internationally recognized overnight courier service for next business day delivery (or as quickly as is available), to its addressee at such Party's notice address. Each such notice, demand or request shall be deemed to have been received upon the earlier of (i) actual receipt or refusal by the addressee if hand-delivered, or the day of delivery or attempted delivery by a nationally or internationally recognized overnight courier service. Each Party shall notify the other of any change in address, which notification must be at least two (2) business days in advance of it being effective. Notices may be given on behalf of any Party by such Party's legal counsel.  For a notice to be valid, an email copy shall accompany each of the foregoing modes of noticing a Party.  An email notice, by itself, shall suffice as notice at such time as the sender receives a receipt acknowledgment or the recipient replies, directly or indirectly, to such notice

To ET: Elevate BnB, LLC

Email: hello@elevate.travel

15.4.HEADINGS; INTERPRETATION. 

Headings and captions in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. In interpreting this Agreement or any part of it, no rule of construction shall apply to the disadvantage of any Party on the basis that the Party prepared this Agreement or any part of it.

15.5.FORCE MAJEURE.

Neither Party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, communication line failure, governmental orders (including but not limited to quarantines) and power failures.

15.6.SEVERABILITY. 

If any portion of this Agreement is held invalid in any jurisdiction, (1) such holding shall not affect the validity of that portion in any other jurisdiction, (2) the validity of the remaining portions shall not be affected, and (3) to the greatest extent reasonable and possible, the intent of the Parties hereto with respect to their respective rights and obligations under this Agreement (including with reference to the parts deemed invalid) will be given full effect.

15.7.WAIVER. 

15.7.1.Any failure by a Party to enforce any provision of these terms shall not be construed as a waiver of future enforcement of that provision or of any of that Party’s rights and privileges under this Agreement. 

15.7.2.Notwithstanding the foregoing, if (a) a Party fails to provide written notice of an alleged violation of this Agreement, as provided herein, within Six (6) months of the alleged violation or the date on which the complaining Party should reasonably have become aware of such alleged violation, whichever is later, or (b) the alleged violation is not still in existence on the date of said notice and/or (c) the alleged violation has been ratified by the complaining Party prior to said notice, such alleged violation shall be waived but only as to said specific instance and not as to all future occurrences of said alleged violation.

15.7.3.Client expressly waives any and all claims against ET based on, related to or arising out of a Booking.

15.8.ENTIRE AGREEMENT. 

This Agreement, including any contemporaneously executed addenda, constitutes the entire agreement of the Parties hereto and supersedes all prior and contemporaneous communications, understandings, agreements, representations, and warranties, whether oral or written, relating to the subject matter hereof.

15.9.COUNTERPARTS. 

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original; and all of which together shall constitute one and the same agreement. A signature delivered by facsimile or electronic means shall have the same force and effect as an original signature

15.10.AMENDMENTS. 

This Agreement may be amended at any time upon the mutual assent of the Parties.  Any amendment must be in writing and identify the provisions of this Agreement that are to be amended.

15.11.BLOCKED PERSONs.

Each Party represents and warrants to the other that it is not a “Blocked Person” (a person or entity listed on Appendix A to Title 31, Chapter V of the Code of Federal Regulations (the “Suspected Terrorist List”).  Each Party acknowledges that the reason for such certificate is that Executive Order 13224 and the regulations promulgated pursuant thereto provide that any transfer of property or interest in property with a person or entity listed on the Suspected Terrorist List (such person or entity being hereinafter referred to as a “Blocked Person”) is null and void and the Party entering such transaction with a Blocked Person could be subject to monetary penalties or imprisonment in accordance with 31 CFR 594.701.

15.12.SURVIVAL OF TERMS. 

Terms that either expressly or by their nature should logically survive termination of this Agreement shall continue in force and effect after termination.