1. KEY TERMS
“Accommodation” means any property listed on the Site that may be booked for use, including for an overnight stay. “Content” means text, graphics, images, music, software, audio, video, information or other materials and includes User Content. “Listing” means an Accommodation that is listed via the Site or Services. “User Content” means all Content that any user of the site submits or transmits to Gia or the Site. “Guest” means a person who has received an email from Gia confirming a Reservation of an Accommodation made via the Site. “Owner” means one who has ownership of an Accommodation which such owner lists on the Site. “Reservation” means an arrangement between a Guest and an Owner of an Accommodation to have that Accommodation reserved for a Guest’s use at a specified future time. Certain areas of the Site (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site. YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE CONFIRMED A RESERVATION. THE SITE AND SERVICES ARE INTENDED SOLELY FOR PERSONS WHO ARE 18 YEARS OLD OR OLDER. ANY ACCESS TO OR USE OF THE SITE OR SERVICES BY ANYONE UNDER 18 IS EXPRESSLY PROHIBITED. BY ACCESSING OR USING THE SITE OR SERVICES YOU REPRESENT AND WARRANT THAT YOU ARE 18 OR OLDER. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES, OR CONTENT. IF YOU ACCEPT OR AGREE TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS AND, IN SUCH EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT COMPANY OR OTHER LEGAL ENTITY.
Gia reserves the right, at its sole discretion, to modify the Site, Content or Services or to modify these Terms at any time and without prior notice. If we modify these Terms, we will update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site, Content or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease accessing or using the Site, Content and Services. You agree to Gia’s E-Sign Consent. We may provide disclosures and notices required by law and other information about your Gia Account to you electronically, by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed in your Gia Account. Electronic disclosures and notices have the same meaning and effects as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four hours of the time posted to our website, or within twenty-four hours of the time emailed to you unless we receive notice that email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact Square Support. If we are not able to support your request, you may need to terminate your square Account.
The Site and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, or Services you represent and warrant that you are 18 or older.
4. ACCOUNT REGISTRATION
In order to access certain features of the Site, you must register to create an account (“Gia Account”). You may register to join the Services directly via the Site or as described in this section. You can also register to join by logging into your account with certain third party social networking sites (“SNS”) (including, but not limited to, Facebook); each such account, a “Third Party Account”, via our Site, as described below. As part of the functionality of the Site and Services, you may link your Gia Account with Third Party Accounts, by either: (i) providing your Third Party Account login information to Gia through the Site, Services, or (ii) allowing Gia to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Gia and/or grant Gia access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Gia to pay any fees or making Gia subject to any usage limitations imposed by such third party service providers. By granting Gia access to any Third Party Accounts, you understand that Gia will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account (“SNS Content”) so that it is available on and through the Site, Services and via your Gia Account and Gia Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be User Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts will be available on and through your Gia Account on the Site, Services and . Please note that if a Third Party Account or associated service becomes unavailable or Gia’s access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Site.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS.
Gia makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement and Gia is not responsible for any SNS Content. We will create your Gia Account and your Gia Account profile page for your use of the Site based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active Gia Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Gia reserves the right to suspend or terminate your Gia Account and your access to the Site and Services if you create more than one (1) Gia Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Gia Account, whether or not you have authorized such activities or actions. You will immediately notify Gia of any unauthorized use of your Gia Account.
5. HOW THE SITE WORKS
The Site can be used to facilitate the booking of real properties listed on the Site by Owners. As stated above, Gia makes available an online platform with related technology for Owners and Guests to arrange for bookings of Accommodations directly between themselves, without participation by Gia. You understand and agree that Gia is not a party to any agreements entered into between Guests and Owners, nor does Gia have any control over the conduct of Owners, Guests or other users of the Site. Gia is not an Owner, a real estate broker, agent, property manager, insurer or operator of properties, including, but not limited to, hotel rooms, other any other type of lodging or temporary accommodation, nor is it a provider of properties, including, but not limited to, hotel rooms, other lodgings or Accommodations. Gia’s responsibilities is limited to: (i) providing an online platform where Owners themselves may share the availability their property(ies) for use by Guests, including for overnight stays. The information regarding each Accommodation is provided by the Owners, including the photographs themselves. Photographs of, and information about, an Accommodation are published on the Site to offer prospective guests a reasonable notion regarding the quality and characteristics of the Accommodation. Photographs of the Accommodations are not necessarily accurate visual representations of the Accommodation nor its features and decor. Gia makes no representation or warranty regarding the accuracy of any information regarding any Accommodation, or any User Content. Although Gia does endeavor to verify and update information about the Accommodations and to update photographs of the Accommodations published on the Site, Gia does not endorse any User Content or any Accommodation and shall therefore not be liable to any user or Guest if the published information, User Content, or photographs do not reflect modifications to the décor or other features of the Accommodations made by their respective Owners. Gia does not control the condition, legality or suitability of any Accommodation. Gia is not responsible for and disclaims any and all liability related to any and all listings and Accommodations. Accordingly, any and all Reservations are made at the Guest’s own risk.
6. BOOKINGS AND FINANCIAL TERMS
The Owners, not Gia, are solely responsible for honoring any confirmed bookings and making available Accommodations reserved through the Site and Services. If a Guest, choose to confirm a Reservation with an Owner on the Site or using the Services, the Guest agrees and understands that the Guest will be required to enter into an agreement with the Accommodation’s Owner, and the Guest agrees to accept any terms, conditions, rules and restrictions associated with such Accommodation imposed by the Owner. The Guest acknowledges and agrees that the Guest, and not Gia, will be responsible for performing the obligations under any such agreements, that Gia is not a party to such agreements, and that, Gia disclaims all liability arising from or related to any such agreements. Only persons who have legal capacity in both their country of residence and the country where the Accommodation is located and who have capacity to guarantee payment of all contracted Services can make Reservations and execute any resulting agreement with the Owner of the Accommodation.
7. RESERVATION PROCEDURE
8. RESERVATION CONFIRMATION
Owners or Guests using credit cards may be subject to surcharges required by local law. You assume all costs, expenses, fees, taxes or other expenditures applied to any payments or wire transfers by any credit card company, bank or government authority involved in the transaction. Following successful processing of your payment, Gia (or its representative) will send you a confirmation email summarizing the Reservation. Gia reserves the right to charge Owners 20% upon a Guests payment for a Reservation.
9. RESERVATION BALANCE
The Reservation balance is the remaining balance of the total booking payment after deducting the Initial Reservation Payment. Payment of the Reservation Balance is due at least 10 days in advance of check-in. It can be paid via Visa, MasterCard or American Express credit cards or via U.S. bank transfer. Any and all commissions, charges, taxes and rates applicable to Reservation Balance shall be solely borne by the Guest.
10. ADMINISTRATION AND ADDITIONAL FEES
In some destinations, Guests may be charged a service fee, which is payable in conjunction with the initial Reservation. Our team will inform you of any additional fees prior to booking.
Any desired extension of a Reservation that has already commenced will be subject to availability and will be treated as a new Reservation. Consequently, the Accommodation may not be available to occupy and prices for the Accommodation may not be available at the same rate. In order to confirm an extension with a start date within 30 days, you will need to immediately pay the full amount of the booking payment for the term of the extension. An extension more than 30 days in advance of its start date, will be subject to the terms related to initial bookings, but subject to availability.
12. UNAVAILABILITY OF THE ACCOMMODATION AND SITUATIONS AFFECTING YOUR STAY
If, for any reason, the Accommodation booked becomes unavailable on the requested dates or if any problem or defect is discovered or occurs during check-in or during the Guest’s stay, Gia assumes no liability for such unavailability, problem or defect, but will use reasonable efforts to locate an alternative accommodation for the Guest. Any Owner that does not honor an Accommodation for reasons unrelated to force majeure must reimburse such Guest for any damages or costs incurred in locating alternative accommodations (and the requirements of this sentence shall be included in any Owner’s agreement with any Guest). Gia will make commercially reasonable efforts to resolve or minimize the situation if a Guest is unhappy with its Accommodation. Gia cannot and does not guarantee that its eventual resolution of the situation will not increase expenses for the Guest, including increased Reservation payments or other expenditures. A Guest’s exclusive remedies against Gia in any of the above-described events are to:
(i) accept Gia’s alternative Accommodation arrangements at Guest’s sole cost and expense or
(ii) cancel the remaining portion of the accommodation agreement and seek a reimbursement from Owner (and not from Gia) proportional to the length of the reservation term cancelled.
13. LIMITATION OF LIABILITY
To the maximum extent permitted by law, you accept all risk related to your use of the Site and Services. Neither Gia nor any party involved in creating, producing or delivering the Site or Services will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data, loss of goodwill, service interruption, computer damage or system failure, the costs of substitute products or services, damages for personal or bodily injury or emotional distress associated with use of the Site or Services or in any way in connection with these Terms, or for any damages for which you are held liable in connection with your stay in an Accommodation even if a limited remedy set forth herein is found to have failed its essential purpose. Your exclusive remedy against Gia in any way connected to your use of the Site or Services is to discontinue your use of the Site or the Services. You hereby waive and release any and all statutory, equitable or common law remedies for monetary damages you may have against Gia in connection with any damage related to these Terms, the Site, the Services or your stay in an Accommodation. All limitations on liability in these Terms and the exclusive remedies described herein are fundamental bases of the bargain between you and Gia.
14. SUPPLIES AT THE ACCOMMODATIONS
The Accommodations will be supplied with basic hygiene products, including towels, toilet paper and soap. Gia offers Guests the optional Services of supplying the Accommodations with beverages and snacks throughout the Guest’s stay. We will charge you for the cost of beverages and snacks in addition to an administrative fee; you will be informed of the relevant administrative fee at the time you request this Service.
15. SPECIAL REQUESTS
All special requests are at the discretion of Owners and may be subject to additional charges; Gia will notify you of the proposed additional charges for your special request in writing for your authorization. Gia shall not be responsible for a Guest’s failure to notify Owner of any special request or necessity and Gia shall not be liable, and shall not make any reimbursement, to any Guest whose stay is inadequate as a result of a failure of an Owner to
honor said special request or necessity.
16. CONCIERGE CANCELLATION POLICY
There will be no refund for the cancellation of any Service or Accommodation that is made after you confirm said service with Gia, either via written confirmation or by paying for the service. Once an Accommodation is scheduled and confirmed, the Guest is obligated to pay the booking payment. Please note that rescheduling an Accommodation is the equivalent of canceling it and scheduling a new one.
17. FOREIGN CURRENCY
Rental rates provided on the Site may be quoted in a different currency than the currency in which you will be charged. Upon your request for a Reservation, Gia will determine, in its sole discretion, the currency in which you will be charged based on the payment method you select and the location of the Accommodation you are booking. If you are charged in a currency other than that in which the rental price was quoted, the price will be calculated based on the most recent applicable foreign exchange rate according to your financial institution as of the date and time that your Reservation is confirmed. Similarly, third-party payment processors may also use a currency conversion rate for or impose a currency conversion fee on your payment or payout. You acknowledge that none of these currency conversion rates or fees are controlled by or known to Gia. Any charges, commissions, taxes, rates and other fees applicable to payments shall be borne exclusively by the Guest or Owner, as the case may be. Therefore, Gia may impose or deduct foreign currency processing costs or fees from any foreign currency remittances to Guests or Owners.
18. ROUNDING OFF
Gia may, in its sole discretion, round up or round down amounts that are payable from or to Guests or Owners to the nearest whole functional base unit in which the currency is denominated; for example, Gia will round up an amount of $100.50 to $101.00, and $104.49 to $104.00. Some currencies are denominated in large numbers. In those cases, Gia may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for Gia to round up an amount of 3,145 up to 3,150 and 3,144 down to 3,100, or 75,450 up to 75,500 and 75,449 down to 75,400, or 537,500 up to 538,000 and 537,499 down to 537,000.
19. PAYMENT PROCESSING ERRORS
We will take steps to rectify any payment processing errors of which we become aware. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you, so that you end up receiving or paying the correct amount.
You understand and acknowledge that the jurisdiction where your Accommodation is located may require Owners to collect taxes from Guests on the amount paid for the right to use and/or occupy an Accommodation, and otherwise empower governmental agencies, departments or authorities to collect and enforce these tax obligations and liabilities (each such agency, department or authority, a “Tax Authority”). These taxes are sometimes called “occupancy taxes,” “hotel taxes,” “lodging taxes,” “transient taxes,” “sales and use taxes,” “value added taxes,” “room taxes” or “tourist taxes” (collectively referred to hereinafter as “Occupancy Taxes”). Occupancy Taxes vary between jurisdictions but, if applicable, are generally calculated as a percentage of the rental or occupancy charge or a set daily amount. If a Tax Authority asserts that Gia or Owners with property in that jurisdiction have Occupancy Tax liabilities and obligations, Gia may decide in its sole discretion to facilitate collection and remittance of Occupancy Taxes from Guests on behalf of Owners. In any jurisdiction in which we decide to do so, you hereby instruct and authorize Gia to collect Occupancy Taxes on behalf of Owners at the time rental amounts are collected, and to remit such Occupancy Taxes to the Tax Authority. The amount of Occupancy Taxes collected and remitted through facilitation by Gia, if any, will be visible to and separately stated to Guests on their respective transaction documents. If Gia facilitates collection and remittance of Occupancy Taxes on behalf of any Owners, those Owners should not collect Occupancy Taxes from you. Guests acknowledge and agree that in some jurisdictions, Gia may not be able to facilitate collection and remittance of Occupancy Taxes and that if Gia has not provided notice that it will collect and remit Occupancy Taxes to the Tax Authority on behalf of an Owner with an Accommodation in that jurisdiction, Owners and Guests remain solely responsible and liable for collection and remitting any and all Occupancy Taxes that may apply to the Accommodations. In any jurisdiction in which we collect and remit Occupancy Taxes on behalf of the Owners, Guests expressly grant us permission to transfer data and other information relating to the relevant Occupancy Taxes collected and remitted relating to your transactions. You expressly agree, consistent with the provisions under the heading “Indemnification and Release,” to waive and to release Gia (or any supplier or vendor that Gia may use) from any and all claims associated with the collection and remittance of any Occupancy Taxes. You also agree that we may seek additional amounts from you in the event that the Occupancy Taxes collected or remitted are insufficient to fully discharge your obligations to the Tax Authority, and that your sole remedy for Occupancy Taxes collected is a refund from the applicable Tax Authority in accordance with the applicable procedures set by that Tax Authority.
21. SITE RULES
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations and tax obligations that may apply to your access and use of the Site, Content or Services. In connection with your use of our Site and Services, you may not and you agree that you will not: Violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations; use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site or Content; use the Site, Content or Services for any commercial or other purposes that are not expressly permitted by these Terms; copy, use, store or otherwise access any information contained on the Site, Services or Content for purposes not expressly permitted by these Terms; infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or any other legal or contractual rights; interfere with or damage our Site, Content or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; use our Site or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; use our Site or Services in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to lodging in a private residence; when acting as a Guest or otherwise, recruit or otherwise solicit any Owner or other Guest to join third party services or websites that are competitive to Gia, without Gia’s prior written approval; impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity; use automated scripts to collect information or otherwise interact with the Site, Content or Services; post, upload, publish, submit or transmit any Content that:
(i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy.
(ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability
(iii) is fraudulent, false, misleading or deceptive
(iv) is defamatory, obscene, pornographic, vulgar or offensive
(v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group
(vi) is violent or threatening or promotes violence or actions that are threatening to any other person
(vii) promotes illegal or harmful activities or substances; systematically retrieve data or other content from our Site, Content or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise; use, display, mirror or frame the Site or the Content, or any individual element within the Site, Content or Services, Gia’s name, any Gia trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Gia’s express written consent; access, tamper with, or use non-public areas of the Site, the Content, the Services or Gia’s computer systems; attempt to probe, scan, or test the vulnerability of any Gia system or network or breach any security or authentication measures; and attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Content; or advocate, encourage, or assist any third party in doing any of the foregoing. Gia will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Gia may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. Gia may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to
(i) respond to claims asserted against Gia or to comply with legal process (for example, subpoenas or warrants)
(ii) enforce or administer our agreements with users, such as these Terms
(iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Gia, the users, or members of the public. You acknowledge that Gia has no obligation to monitor your access to or use of the Site, Services or Content, but has the right to do so for the purpose of operating and improving the Site and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, or to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Gia reserves the right, at any time and without prior notice, to remove or disable access to any Content that Gia, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site or Services.
22. USER CONTENT LICENSE
If you submit User Content to Gia through our website, by email or by any other means, you permit us to and we may, in our sole discretion, post, upload, publish, submit or transmit the User Content. By making available User Content to Gia, you grant to Gia a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, which includes rights to sublicense, use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, or by means of or to promote or market the Site and Services. Gia does not claim any ownership rights in the User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit the User Content. You represent and warrant that: (i) you either (a) are the sole and exclusive owner of all User Content that you make available to Gia or (b) you have all rights, licenses, consents and releases that are necessary to grant to Gia the rights to the User Content as contemplated under these Terms; and (ii) neither the User Content nor your submission or transmittal of the User Content or Gia Collection’s use of the User Content (or any portion thereof) will result in the violation of any applicable law or regulation or infringe upon, misappropriate, or violate a third party’s intellectual property rights of any kind, moral rights, other proprietary rights, or rights of publicity or privacy.
The Site, Content and Services may contain links to third-party websites or resources. You acknowledge and agree that Gia is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources, products or services on or available from such websites or resources.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services (“Feedback”). You may submit Feedback by emailing us at contact@stayGia.com or through the Contact section of the Site. You acknowledge and agree that all Feedback will be the sole and exclusive property of Gia, and you hereby irrevocably assign to Gia and agree to irrevocably assign to Gia all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein.
if you choose to use the site, services or content, you do so at your sole risk. you acknowledge and agree that gia does not have an obligation to conduct background checks on guests or owners, but may conduct such background checks in its sole discretion. the site, services and content are provided “as is”, without warranty of any kind, either express or implied. without limiting the foregoing, gia explicitly disclaims any warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement, and any warranties arising out of course of dealing or usage of trade. gia makes no warranty that the site, services and content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. gia makes no warranty regarding the quality of any listings, accommodations, the services or content, or the accuracy, timeliness, truthfulness, completeness or reliability of any content obtained through the site or services or that provided by guests or owners. no advice or information, whether oral or written, obtained from gia or through the site, services or content, will create any warranty not expressly made herein. you are solely responsible for all of your communications and interactions with other users of the site or services and with other persons with whom you communicate or interact as a result of your use of the site or services, including, but not limited to, any owners or guests. you understand that gia does not make any attempt to verify the statements of users of the site or services or to review or visit any accommodations. gia makes no representations or warranties as to the conduct of users of the site or services or their compatibility with any current or future users of the site or services. you agree to take reasonable precautions in all communications and interactions with other users of the site or services and with other persons with whom you communicate or interact as a result of your use of the site or services, including, but not limited to, guests and owners, particularly if you decide to meet offline or in person regardless of whether such meetings are organized by gia or not. for the purpose of accepting payments from guests on behalf of the owners, gia explicitly disclaims all liability for any act or omission of any guest or other third party.
26. LIMITATION OF LIABILITY
you acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the site, services and content, your booking of any accommodations via the site and services, your participation in any referral program, and any contact you have with other users of gia whether in person or online remains with you. neither gia nor any other party involved in creating, producing, or delivering the site, services, content or programs will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these terms, from the use of or inability to use the site, services or content, from any communications, interactions or meetings with other users of the site or services or other persons with whom you communicate or interact as a result of your use of the site, services, or your participation in any available programs or from your booking of any accommodation via the site and services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not gia has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. except for our obligations under these terms, in no event will gia’s aggregate liability arising out of or in connection with these terms and your use of the site and services including, but not limited to, from your booking of any accommodation via the site and services, or from the use of or inability to use the site, services or content or your participation in any available programs and in connection with any accommodation or interactions with any other users, exceed the amounts gia has received or is owed for bookings by you (or on your behalf) via the site and services as a guest in the twelve (12) month period prior to the event giving rise to the liability, or one hundred u.s. dollars (us$100), if no such payments have been made, as applicable. the limitations of damages set forth above are fundamental elements of the basis of the bargain between gia and you. some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
27. INDEMNIFICATION AND RELEASE
You agree to release, defend, indemnify and hold harmless Gia and its affiliates, subsidiaries and contractors, and their respective officers, representatives, directors, employees and agents, from and against any claims, liabilities, damages, injuries, losses, and expenses (compensatory, direct, incidental, consequential or otherwise), including, without limitation, reasonable legal and accounting fees and expenses, arising out of or in any way connected with (a) your access to or use of the Site, Services, or Content or your violation of these Terms
(b) your User Content
(c) your interaction with any Guest, Owner or other user of the Site or Services
(d) booking of an Accommodation
(e) use of an Accommodation, and (f) an Accommodation’s compliance with law.
28. ENTIRE AGREEMENT
These Terms constitute the entire and exclusive understanding and agreement between Gia and you regarding the Site, Services, Content and any Reservations of Accommodations made via the Site, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Gia and you regarding Reservations of Accommodations, the Site, Services and Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without Gia’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Gia may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Gia by posting to the Site.
31. CONTROLLING LAW; JURISDICTION AND DISPUTE RESOLUTION
These Terms will be interpreted in accordance with the laws of the State of California, United States of America, without regard to its conflict-of-law provisions. This section will survive termination of these Terms.
32. NOTICE OF ARBITRATION AGREEMENT
You and Gia agree that any dispute or claims (whether under a statute, in contract, tort, or otherwise) arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or the Site will be fully and finally settled by binding, mandatory arbitration. Other than as described above, you and we each GIVE UP OUR RIGHTS TO (a) GO TO COURT to assert or defend claims under these Terms (EXCEPT for matters failing within the jurisdiction of a small claims court) AND (b) TO A TRIAL BY JURY or to participate as a class member. You are entitled to a FAIR HEARING, BUT arbitration procedures are SIMPLER and more limited than rules applicable in court. Arbitrator decisions are as enforceable as judicial decisions and are subject to VERY LIMITED REVIEW BY A COURT. Class Action and Jury Trial Waiver. Any dispute or claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. Unless both you and Gia both otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over a Class Action or representative proceeding. If for any reason (a) these Class Action provisions are held unenforceable or (b) this arbitration agreement between you and Gia is deemed unenforceable or non-arbitrable, you and Gia agree that any and all claims or disputes shall be fully and finally resolved by a court of competent jurisdiction sitting in the City of Los Angeles by bench trial, (i.e., a judge will decide the facts and you WAIVE YOUR RIGHT TO A TRIAL BY JURY). Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as permissibly modified by these Terms. The AAA Rules are available at http://www.adr.org/active-rules or by calling the AAA at 1-800-778-7879. The Federal Arbitration Act (9 United States Code §§ 1-16) will govern the interpretation and enforcement of this section. Arbitration Process. To initiate arbitration, a party must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at http://www.adr.org/Forms. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. Place of Arbitration and Procedure. If your claim does not exceed $10,000, the arbitration will be conducted solely on the basis of documents you and Gia submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. Whether the hearing will be conducted electronically, telephonically, or in person, will be determined by the arbitrator in accordance with the AAA Rules; reasonable fees may apply. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. The arbitration shall be conducted in the City of Los Angeles, unless the arbitrator determines, consist with the AAA Rules, that face-to-face proceedings are necessary and that the City of Los Angeles is not a reasonably convenient location. Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with these Terms. Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. Changes. Notwithstanding the provisions of the “Modification” section above, you may reject any change we make to this “Dispute Resolution” section after the date you first accepted these Terms or accepted any subsequent changes to these Terms by sending us written notice (including by a message sent to us by way of our website) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of our email notifying you of such change. By rejecting any change, you are confirming that you will arbitrate any Dispute between you and Gia in accordance with the relevant “Dispute Resolution” of these Terms on the date you first accepted these Terms or the date you accepted any subsequent changes to these Terms (whichever is later). Without prejudice to the foregoing reference of disputes to binding arbitration, you and we agree to submit to the non-exclusive jurisdiction of any court sitting in the City of Los Angeles solely with respect to any actions for injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
The failure of Gia to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gia. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
34. CONTACTING GIA
If you have any questions about these Terms, please contact Gia at firstname.lastname@example.org