Noirbnb, Inc. and its affiliates (Noirbnb) are offering you (“you” or “your”) access to our Website, Application and Noirbnb Services. The “Noirbnb Services” consist of an online platform that allows a guest to connect with a host who has accommodations to temporarily rent such accommodations. Our Noirbnb Services are accessible at Noirbnb.com or any other website we make available to you (“Website”) and via an application for a mobile device (“Application”) for your use subject to these Terms of Service (“Terms”). Please make sure that you read and understand these Terms before you use any of our Noirbnb Services, the Website or Application or make use of any information, graphics or other materials made available on or through the Overnight Services, Website or Application (“Content”).
1. Accepting these Terms and Conditions
a. By clicking the “Accept” or similar button, creating an account, downloading our Application, accessing the Website or otherwise using our Noirbnb Services, you accept, without limitation or qualification, these Terms. These Terms constitute a binding contract between you and Noirbnb, Inc.
b. We may, at any time, modify these Terms by revising them. If we revise the Terms, we will post revised Terms on the Website, the Application or through the Noirbnb Services. Your continued use of the Website, Application or Noirbnb Services constitutes your acceptance of any such revisions. If you do not agree to the new Terms, you must stop using the Website, Application and Noirbnb Services.
d. If you do not agree and accept, without limitation or qualification, these Terms, please do not create an account or use the Website, Application or Noirbnb Services. These Terms constitute the entire agreement between you and Noirbnb, Inc. and govern your use of the Website, Application and Noirbnb Services, and supersede any and all prior agreements, written or oral, between you and Noirbnb regarding the Website, Application and Noirbnb Services (including, without limitation, any prior versions of these Terms). You may not modify these Terms except in a writing signed by us.
e. You may also be subject to additional terms and conditions that may apply when you use third-party content, third-party software or third-party Noirbnb Services.
2. Eligibility to Use the Noirbnb Services, Website and Application
To be eligible to use the Website, Application or Noirbnb Services, you must, and you represent and warrant that you do, meet the following criteria: (i) are 18 years of age or older; (ii) are not currently restricted from or otherwise prohibited from using the Website, Application or Noirbnb Services, (iii) are not a competitor of or using the Website, Application or Noirbnb Services for reasons that are in competition with Noirbnb, Inc.; (iv) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party; (v) will not violate any rights of Noirbnb, including intellectual property rights such as copyright or trademark rights; and (vi) agree to provide at your cost all equipment (including mobile devices), software, and internet access necessary to use the Noirbnb Services, Website and Application.
3. How the Noirbnb Services Work
The Noirbnb Services consist of a platform that allows a guest to connect with a host who has accommodations and to allow the guest to temporarily rent such accommodations. All hosts must register via the Website in order to provide listings for their accommodations or to otherwise use the Website. All guests must register via the Website to view any listings or to otherwise use the Website.
a. Creating an Account. In order to access the Noirbnb Services, certain areas of the Website or the Application or to create a listing, or book an accommodation, you will need to create an account (“Noirbnb Account”). To open an account, you must register with an email and password. You must verify certain information such as a phone number, email or payment option as requested by Noirbnb to verify your profile. You must provide us with true, current, complete and accurate information as prompted by the applicable registration form, and you will maintain and promptly update such information to keep it true, current, complete and accurate. You grant Noirbnb the right to independently verify any information that you provide through the Noirbnb Services about yourself (including, without limitation your Third Party Account information, your government issued identification, your phone number or credit card number), although Noirbnb does not routinely undertake any verification. By providing your Third Party Account information you grant us the right to link your Third Party Account with your Noirbnb Account and the right to access your Third Party Account. You represent and warrant that you have the right to allow Noirbnb to use your Third Party Account information and to access Your Third Party Account. You are solely responsible for ensuring that the term of the Third Party Account provider permit such access and use. By granting us access to your Third Party Account, we may access, store and use content or personal information available through your Third party Account.
b. Activities under Your Account. You are responsible for maintaining the confidentiality of any password(s) you use to access the Noirbnb Services, including your Noirbnb Account and Third Party Account, and you are fully responsible for all activities that occur under your password(s) and your account. You agree to notify Noirbnb immediately of any unauthorized use of your account or any other breach of security. Noirbnb will not be liable for any loss that you may incur as a result of someone else using your password or account. Notwithstanding such notice, you could be held liable for losses incurred by Noirbnb or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder. You may not create more than one Noirbnb Account.
6. Use of the Noirbnb Services
a. Noirbnb grants you a limited, revocable, non-exclusive, nonassignable, nonsublicensable license and right to access and use the Website, Application and Noirbnb Services through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of Noirbnb), view information and use the Noirbnb Services that we provide in accordance with these Terms. Any other use of the Noirbnb Services is strictly prohibited. We reserve all rights not expressly granted in these Terms, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Noirbnb Services, the Website, Application and all related items.
b. Applicable Laws and this Agreement. You agree to comply with all applicable laws, ordinances and regulations (“Laws”) and these Terms. You are solely responsible for determining and complying with the Laws applicable to renting your accommodation.
c. Promotions. You agree to receive newsletters, promotional materials, and other communications and materials relating to Noirbnb, the Website, Application or the Noirbnb Services.
d. Changes to the Noirbnb Services. The Noirbnb Services, Website and Application are constantly evolving and changing. As a result, the Noirbnb Services, Website or Application may change at any time and without prior notice. Noirbnb retains the right to, among other things, add, change, update, discontinue, suspend or limit the Noirbnb Services, Website or Application at any time at Noirbnb’s sole discretion. Noirbnb may also terminate or suspend any account or delete any account at any time, with or without notice.
e. Indemnification . You agree to release, indemnify, defend and hold harmless Noirbnb and its affiliates, and their respective officers, employees, users, licensors and partners, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, relating to or arising out of your access to or use of the (i) Noirbnb Services, Website, and Application (including any use by your employees or agents), (ii) your breach of these Terms or any activity related to your account (including negligent or wrongful conduct) by you or anybody using your account, (iii) your interaction with any other user of the Noirbnb Services, Website or Application, (iv) your content; and (v) your use of or rental of an accommodation, including without limitation any loss, damage, or injury arising out of or related thereto.
f. Verification. We may take certain measures to verify a listing, guest or a host, but that does not mean that we are guaranteeing, certifying or endorsing the listing, guest or host. You are solely responsible for determining whether a listing, guest or host is safe or suitable.
7. Your Content
Noirbnb makes no claim to ownership of any communication, material, pictures of listings, or other information or content that you provide to us (“User Content”). However, Noirbnb shall be free to use or disseminate any User Content on an unrestricted basis for any purpose, and you hereby grant Noirbnb an irrevocable, perpetual, worldwide, transferable, royalty-free, fully paid up, nonexclusive license, with the right to grant and authorize sublicenses, to use, reproduce, modify, distribute, create derivative works and otherwise exploit such User Content (including in digital form). You represent and warrant that you have all the rights necessary to allow Noirbnb and third-party providers to use your User Content as set forth in this Agreement and transfer any User Content that you may provide to us anywhere in the world.
8. Noirbnb Intellectual Property
a. All materials available through the Website, Application or Noirbnb Services, including but not limited to derivative works based on User Content, and not provided by users of the Noirbnb Services are the property of Noirbnb, affiliated companies and/or third-party licensors, and are protected by copyrights, trademarks and other intellectual property rights. All trademarks, service marks, and trade names are proprietary to Noirbnb, or affiliated companies and/or third-party licensors.
b. Except as allowed in writing by Noirbnb, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Noirbnb discloses to you. You must not remove, alter or obscure any copyright, patent, trademark or other proprietary or restrictive notice or legend contained or included in any part of the Website, Application or Noirbnb Services, and you agree to reproduce and copy all such notices and legends on all copies of any part of the Application, Website or Noirbnb Services that you are allowed to make under these Terms, if any. Any rights not expressly granted in these Terms are reserved.
c. The Noirbnb Services, Application and Website that Noirbnb provides are in no way to be used by its members for infringement of any intellectual property rights of Noirbnb itself, its users, and other third-parties. You may not download, copy, reproduce, or use in any other way Content provided on Noirbnb without the written consent of Noirbnb or the party who possesses ownership rights over the Content.
9. Financial Terms
a. Accommodation Fees. Each host will determine the fees that a guest will pay in exchange for the guest’s use of the accommodation (“Accommodation Fees”). The Accommodation Fees may include applicable taxes, cleaning fees or other fees as determined by the host. Noirbnb does not make any determinations about the Accommodation Fees.
b. Service Fees. Noirbnb, Inc. charges service fees for the use of the Noirbnb Services. The “Guest Fee” is a fee that Noirbnb charges to the Guest in addition to the Accommodation Fee for the Guest’s use of the Noirbnb Services to book an accommodation. The “Host Fee” is a percentage of the Accommodation Fee that Noirbnb charges to the host for listing and booking an accommodation using the Noirbnb Services.
c. Payments. After the host confirms the applicable booking, we will collect from the guest, the Accommodation Fee and the Guest Fee. We will initiate the payment to the host of the Accommodation Fee minus the Host Fee and any taxes within 24 hours following the date of the guest’s check-out of the accommodation, notwithstanding any holds placed on funds due to disputes, refunds, etc.
10. Booking Accommodations, Cancellation Fees; Refunds; Damages and Repairs; and Disputes
a. Booking Accommodations. You agree that the terms related to booking and using accommodations are between the host and the guest. Noirbnb simply provides a mechanism for allowing a host and a guest to rent and book an accommodation.
b. Cancellation Fees and Refunds. Subject to a cancellation fee (“Cancellation Fee”), the guest may cancel a booking within 60 minutes of the confirmation of the booking by Noirbnb, and Noirbnb will refund the full price of the Accommodation Fee and the Guest Fee, minus the Cancellation Fee, if the booking is cancelled within such 60 minute period. Noirbnb will not provide any refunds for cancellations beyond such 60 minute period even if the guest does not end up using the accommodation, or if the host fails to make the accommodation available to the guest. Guest Fees and Host Fees charged by Noirbnb are not refundable unless otherwise agreed to by us.
c. Damages and Repairs. You are solely responsible for the cost of repair or for any damage to the property of a host or guest arising out of your use of the Noirbnb Services. If we receive a complaint from a host or a guest that your use of Noirbnb Services resulted in damage to the property of a host or a guest and we verify the damage in our discretion, you hereby authorize us to deduct the cost of such damage or repair from your payment method in your Noirbnb Account and to transfer such amount directly to the party who incurred the damage.
d. Disputes. The host is responsible for honoring the confirmed booking and making the accommodation available to the guest. The guest is subject to the terms and conditions for the accommodation and for the booking of the accommodation imposed by the host. Noirbnb is not a party to the agreement between the host and the guest for the accommodation. You may contact Noirbnb in the case of any disputes between a host and a guest and we will make reasonable efforts to assist you with resolving the dispute.
11. Third Party Links; Third party Service Providers
a. Linked Sites. Noirbnb may provide links to third-party websites or other resources (“Linked Sites”). Noirbnb has no control over such Linked Sites, and is not responsible for the operation of any Linked Site. Noirbnb offers these links as a convenience only, and the availability of any Linked Site is not an endorsement of the content, or any products or services available on such sites, or an endorsement of any Linked Site’s owners, or its providers. You acknowledge and agree that you access these Linked Sites at your own risk. Any interactions or business dealings with advertisers or third parties other than Noirbnb found on or through our Website, Application and Noirbnb Services are solely between you and such advertiser or other third party. Without limiting the foregoing, Noirbnb will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such Linked Website.
12. Prohibited Uses
You agree that you will not use the Website, Application or Noirbnb Services to:
· pretend to be Noirbnb or someone else, spoof Noirbnb or someone else’s identity, or misrepresent your affiliation with a person or entity;
· transmit spam, bulk or unsolicited communications;
· forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any content transmitted through the Website, Application or Noirbnb Services;
· collect or store personal data about other users unless specifically authorized by such users;
· harvest or collect email addresses or other contact information of other users from the Noirbnb Services, Website or Application by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
· solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
· register for more than one Noirbnb Account, register for a Noirbnb Account on behalf of another individual or on behalf of any group or entity.
· upload, post, email, transmit or otherwise make available any content that: (a) is inaccurate, unlawful, threatening, abusive, harassing, obscene, invasive of another’s privacy, hateful, or objectionable to Noirbnb or other users of the Noirbnb Services, Website or Application; (b) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or violates or infringes anyone’s intellectual property or other rights;
· offer any accommodation that you do not own or have the right to offer for use by a third party;
· impersonate any person or entity, or provide false information to Noirbnb or to another party;
· attempt to circumvent or impair any technological measures implemented by Noirbnb to protect the Website, Application or Noirbnb Services;
· use the Website, Application or Noirbnb Services to find a guest or host and contract directly with the guest or host in order to avoid the Guest Fee and Host Fee;
· use, display, mirror or frame the Website, Application, Noirbnb Services or Content, Noirbnb’s name, trademarks or logos, without Noirbnb’s written consent;
· attempt to reverse engineer, decompile, disassemble or decipher any of the software used to provide the Noirbnb Services, Website, or Application; or
· assist or encourage any third party to do any of the foregoing.
You agree that Noirbnb can use and freely exploit any information, feedback, questions, comments or the like that you provide to Noirbnb in connection with the Noirbnb Services, Website and Application (“Submissions”) on a non-confidential and non-proprietary basis and the Submissions will become and remain the property of Noirbnb. No compensation will be paid with respect to the use of any Submissions that you provide to Noirbnb. Noirbnb is under no obligation to post or use any of your content or Submissions and may remove any content or information at any time in its sole discretion.
a. YOUR ACCESS TO, USE OF AND RELIANCE ON THE WEBSITE, APPLICATION OR NOIRBNB SERVICES IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE NOIRBNB SERVICES, WEBSITE AND APPLICATION ARE PROVIDED “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS”. TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, NOIRBNB, INC. DISCLAIMS all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
b. NOIRBNB DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR (1) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE THROUGH THE NOIRBNB SERVICES, WEBSITE OR APPLICATION BY ANY PARTY, OR (2) ANY CONTENT PROVIDED ON OR CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM LINKED WEBSITES.
c. Some jurisdictions do not allow disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimer may not apply.
d. NOIRBNB DOES NOT PERFORM BACKGROUND CHECKS ON HOSTS OR GUESTS OR ANY OTHER USERS OF THE NOIRBNB SERVICES, APPLICATION OR WEBSITE. NOIRBNB MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY OF THE ACCOMMODATION OR THE NOIRBNB SERVICES, OR THE TRUTHFULNESS OR ACCURACY OF ANY INFORMATION PROVIDED ON OR THROUGH THE NOIRBNB SERVICES, WEBSITE OR APPLICATION BY ANY USER, INCLUDING WITHOUT LIMITATION, ANY GUEST OR HOST.
e. YOUR ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH THE OTHER USERS OF THE WEBSITE, APPLICATION AND NOIRBNB SERVICES.
15. LIMITATION OF LIABILITY
a. NOIRBNB SHALL NOT BE LIABLE FOR ANY ACCESS TO, USE OF OR RELIANCE ON THE NOIRBNB SERVICES, APPLICATION OR WEBSITE BY YOU OR ANYONE ELSE, OR FOR ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS, DISPUTES OR RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT OF OR RELATED TO NOIRBNB OR CONTENT OR SERVICES ACCESSED THROUGH THE WEBSITE, APPLICATION OR OVERNIGHT SERVICES.
b. YOUR USE OF THE NOIRBNB SERVICES, APPLICATION AND WEBSITE AND ANY RELATED PRODUCTS IS AT YOUR OWN RISK. NEITHER NOIRBNB, NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS OR DIRECTORS, NOR ANY OF ITS AGENTS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE NOIRBNB SERVICES, WEBSITE OR APPLICATION OR ANY RELATED CONTENT OR PRODUCTS, ARE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY, DAMAGE TO PROPERTY, INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE APPLICATION, WEBSITE OR NOIRBNB SERVICES WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. Notwithstanding the foregoing, we may in our sole and absolute discretion, choose to pay the host for damage to certain host property caused by a guest who books an accommodation with a host using the Services.
c. EXCEPT FOR NOIRBNB’S OBLIGATIONS TO PAY AMOUNTS TO THE APPLICABLE HOST PURSUANT TO THESE TERMS, NOIRBNB’S AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS PARTNERS AND LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING OUT OF OR RELATING TO THE NOIRBNB SERVICES, WEBSITE OR APPLICATION IS LIMITED TO $100.
d. To the extent any jurisdiction does not allow the exclusion or limitation of direct, incidental or consequential damages, portions of the above limitations or exclusions may not apply.
16. Copyright Infringement
If you are a copyright holder and you have reason to believe that your copyright has been infringed upon, review our Copyright Policy.
a. These Terms will continue until terminated. You may terminate these Terms at any time and for any reason by deactivating your account and discontinuing your use of the Noirbnb Services, Application and Website. Noirbnb may also terminate or suspend your account or your use of the Noirbnb Services, Website or Application at any time and for any reason with or without notice and without liability, including if we reasonably believe that you have violated these Terms, you have created any risks to Noirbnb or other users or if we have decided to stop providing the Noirbnb Services, Website or Application. After termination, you will continue to honor any bookings you have made through the Noirbnb Services, Website or Application prior to the date of termination. All bookings that are pending at the time of termination will be terminated.
b. If your account is terminated or you delete any User Content, Noirbnb will make reasonable efforts to make such User Content inaccessible. However, you acknowledge and agree that any such User Content may be retained in caches or backups and that copies of or references to your User Content may persist indefinitely due to the nature of the Noirbnb Services and the internet.
18. Applicable Law
a. These Terms are governed by the laws of the State of Florida without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Noirbnb Services, Website or application will be brought solely in and you agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Broward, Florida, U.S.A. and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
b. The Noirbnb Services, Website and Application are available to users globally. If you are located outside the U.S., you (i) acknowledge and agree that these Terms are only being offered in English, and that in the event of any translation of this Agreement, the English version shall govern; (ii) consent to the transfer, storage and processing of your information, including any User Content or personal information, in and to the U.S. and/or other countries; and (iii) acknowledge and agree that Noirbnb Services, Website or Application may be subject to the U.S. export laws and the export or import laws of other countries, and you agree to comply strictly with all such laws and, in particular, shall: (1) obtain any export, reexport, or import authorizations required by U.S. or your local laws; (2) not use Noirbnb Services, Website or Application Noirbnb to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (3) you understand that U.S. export control laws prohibit the export of certain technical data and software to certain territories, and that no software available from the Noirbnb Services, Application or Website may be downloaded or exported: into (or to a national or resident of) Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the U.S. has embargoed goods; or anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.
19. General Terms
a. You must not assign or otherwise transfer the Terms or any right granted hereunder.
b. You agree that any material breach of the Terms will result in irreparable harm to Noirbnb for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Noirbnb will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Noirbnb seeks such an injunction.
c. Rights and obligations under the Terms which by their nature should survive, including without limitation Sections 1,6.e, 7, 8, 9, 10, 12, 13, 14, 15, 18 and 19 will remain in full effect after termination or expiration of the Terms.
d. Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
e. Noirbnb reserves the right at all times to disclose any information as Noirbnb deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Noirbnb’s sole discretion.
f. You agree that Noirbnb may provide notice to you via email, regular mail, or posting notices or links to notices on our Website, the Application or through the Noirbnb Services.
g. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.