Terms and Conditions 

Last updated: December 20, 2022 

Effective as of March 15, 2022, WhyHotel, Inc. has changed its name to Placemakr, Inc. All references to “WhyHotel” or the “Company”, in any prior version of these Terms or otherwise and shall refer to Placemakr, Inc.  

Welcome to Placemakr. Placemakr offers fully furnished apartments (the “Guest Units”) in apartment buildings (each, a “Property”) on a long or short-term basis for guests to stay (“Guest”, “User” or “you”). These Terms and Conditions (“Terms”) form a legal agreement between you and Placemakr, Inc. (together with its subsidiaries, affiliates and any other entities for which any of the foregoing provides management services including, without limitation, those listed below in these Terms, “Placemakr”, “we”, “us,” or “our”) and govern your use of the Guest Units, our website (located at www.Placemakr.com), our mobile applications, Wi-Fi network, in-room systems, and any other channel or mobile feature, and any other websites relating to Placemakr or the Guest Units (the “Sites”) and the various other related services, features, functions, software, applications, websites and networks (together with the Guest Units and the Sites, collectively, the “Placemakr Services”). 

IMPORTANT! THESE TERMS AND CONDITIONS (TOGETHER WITH THE PRIVACY POLICY, POLICIES, BUILDING RULES (EACH DEFINED BELOW) AND ANY MODIFICATIONS OR ADDITIONS THERETO, THESE “TERMS”) GOVERN YOUR MAKING A RESERVATION FOR AND OCCUPANCY OF A GUEST UNIT, THE PROPERTY AND THE USE OF THE SITE AND THE OTHER PLACEMAKR SERVICES. BY CLICKING “I AGREE”, MAKING A RESERVATION OR OCCUPYING OR ENTERING INTO A LICENSE FOR A GUEST UNIT OR DOWNLOADING, USING, CONFIGURING OR ACCESSING THE SITE OR ANY OF THE OTHER PLACEMAKR SERVICES, OR OTHERWISE SIGNIFYING YOUR ACCEPTANCE OF THESE TERMS, YOU REPRESENT AND WARRANT THAT (A) YOU ARE AUTHORIZED TO ENTER THESE TERMS AND CONDITIONS, AND ARE DOING SO, (B) YOU CAN LEGALLY ENTER INTO THESE TERMS AND (C) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU SHALL BE BOUND BY THESE TERMS AND CONDITIONS, PLACEMAKR’S PRIVACY POLICY (HTTPS://WWW.PLACEMAKR.COM/PRIVACY) (THE “PRIVACY POLICY”), THE BUILDING RULES AND ALL MODIFICATIONS AND ADDITIONS TO ANY OF THE FOREGOING. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, THE PRIVACY POLICY OR THE BUILDING RULES, DO NOT MAKE A RESERVATION, OCCUPY OR LICENSE A GUEST UNIT OR USE ANY OF THE OTHER PLACEMAKR SERVICES. THESE TERMS MAY ONLY BE VARIED BY WRITTEN AGREEMENT BETWEEN YOU AND PLACEMAKR. 

These Terms contain an Arbitration provision which will, with limited exception, require you to submit disputes you have against Placemakr to binding and final arbitration. You will only be permitted to pursue claims against Placemakr on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis. 

1. Eligibility.

To make a reservation and to license a Guest Unit or to access and use the Sites and the other Placemakr Services, you must be at least 21 years of age. By making a reservation, or licensing or occupying a Guest Unit or by accessing or using the Site, clicking the “I Agree” button or by downloading, installing, or otherwise accessing or using any of the Placemakr Services, you represent that: 

• You satisfy the eligibility requirements and have not been previously suspended or removed from a Guest Unit or any of the other Placemakr Services or prohibited from making a reservation for, or licensing or occupying, any Guest Unit or accessing and using the Site; 
• You are not a person barred from using the Services due to prior violations of these Terms or our Privacy Policy; 
• You confirm that you are of legal age to form a binding contract with Placemakr; and 
• You will comply with these terms and all applicable local, state, national and international laws, rules, and regulations. 
• We may, in our sole and absolute discretion, refuse to allow use of the Services or accept a person’s or entity’s information and may, at any time, refuse to permit a person’s, or entity’s, continuing use of the Services for any reason or for no reason, in our sole discretion. 

2. Privacy.

Your privacy is important to Placemakr. Our goal is to make the Guest Units, the Site, and the other Placemakr Services as good, useful, and rewarding for you as possible. In order to do that, Placemakr may collect and process information from you when you make a reservation for, or license, a Guest Unit or use the Site or any of the other Placemakr Services. Placemakr will collect certain personally identifiable information from you as set forth in more detail in our Privacy Policy. By making a reservation for, licensing or occupying, any Guest Units or accessing and using the Site or the other Placemakr Services, you agree that Placemakr may collect, use and disclose, as set forth in the Privacy Policy, the information you provide during the reservation process or the licensing of any Guest Unit or your access to or use of the Site or any of the other Placemakr Services, and in some cases information that is provided by or through any of the Placemakr Services. 

3. License Grant; Unauthorized Use.

3.1   LICENSE GRANT AND TERMINATION. 

Subject to your compliance with these Terms, Placemakr hereby grants to you a limited, non-exclusive, non-transferable, freely revocable license to access and use the Site and the other Placemakr Services to the extent of, and in accordance with, these Terms. Upon check-in to a Property, subject to your compliance with these Terms, Placemakr grants you a limited, non-transferable, freely revocable license to access a Guest Unit for the duration of your reserved stay. Upon check-in to a Property and/or when making a reservation, Placemakr may require you to execute an acceptance of these Terms, however even if you do not execute such acceptance, you nonetheless agree to be bound hereby. 

Your license is subject to termination at any time in the sole discretion of Placemakr as a result of a violation of these Terms. A violation of these Terms may result in the termination of your stay without refund and you and your guests’ removal from the Guest Unit and the Property. 

3.2   PREVENTION OF UNAUTHORIZED USE. 

Placemakr reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized reservations, licensing or occupancy of the Guest Units or use of the Site or any of the other Placemakr Services, including, but not limited to, removal from a Guest Unit, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use. 

4. Guest Units.

4.1   GENERAL. 

1. It is your responsibility to read and be familiar with all of these Terms and you are responsible for you, your guests and/or visitors compliance. Failure to observe any of these Terms may result in the immediate termination of your stay without refund, a suspension or ban from staying at Placemakr Properties and all other remedies which Placemakr may be permitted to exercise at law and equity. Prior to check-in at a Property, Guests may be provided with arrival instructions and/or specific policies and procedures related to that Property. It is your responsibility to comply with such instructions and policies and the terms of those instructions and policies are incorporated by reference as if they had been fully set forth herein. 

1. Access and use of parking facilities and any common areas of a Property are also subject to, and governed by, these Terms. 

1. All reservations must be confirmed by Placemakr to be binding. If you have not received a confirmation after making a reservation, please contact us at reservations@Placemakr.com. When you make a reservation to license a Guest Unit, you agree to provide current, complete, and accurate information and promptly update any information provided if it changes. 

1. Reservations made by one or more individuals or by an agency on the Website, on behalf of one or more proposed guests, and involving more than 10 rooms at the same Property, must be made directly through the Property. If more than 10 rooms at the same Property are booked through any other method, we reserve the right to impose additional requirements on such reservations or to reject the same. 

1. On rare occasions, a Guest Unit will become unavailable in situations beyond the control of Placemakr. Under these circumstances, Placemakr will attempt to accommodate affected Guests but cannot guarantee that any Guest Unit will be available. If a Guest prefers to cancel and seek other accommodations, Guest shall promptly notify Placemakr and Placemakr shall issue a full refund for any unspent nights. This is Guest’s sole remedy if a Guest Unit becomes unavailable. 

1. Each Property will typically have a Placemakr management office or other area where Guests go for in-person support at the Property when virtual support is not sufficient (the “Placemakr Office”). There may be some instances where a Property does not have a Placemakr Office. This will be communicated to you and you will be provided directions on how to contact Placemakr staff. 

1. Requests for specific Guest Unit features are requests only, and while most Properties will strive to honor your requests, they cannot be guaranteed. Some rates have special requirements such as AAA membership or proof of age at check-in. Properties are not obligated to honor this rate if you do not provide proof of qualification at check-in. 

1. Each Property also has its own building rules (each, “Building Rules”) that Placemakr will make available to each Guest at the Placemakr Office, in room or electronically, however it is the responsibility of each Guest to make themselves familiar with the Building Rules. The Building Rules include any signage posted throughout a Property and any common areas or amenities. You are responsible for you, your guests and visitors compliance with Building Rules. 

1. Different Properties may have different amenities and features (e.g., pool, gym, parking) (the “Amenities”). The actual Amenities at a Property will be identified on the Site; provided that any such Amenities are subject to change or may not be available. Placemakr is not responsible if any of the Amenities are not available for any reason. In addition, certain Amenities may only be available to long term Guests and Guests who have stayed at our Properties frequently. 

1. The Guest Units and the Amenities are only for your personal use and the use of your guests. UNLESS OTHERWISE AGREED WITH US IN WRITING, YOU AND EACH OF YOUR GUESTS AND VISITORS EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE GUEST UNIT IS FOR TRANSIENT OCCUPANCY ONLY, AND THAT NEITHER YOU NOR ANY OF YOUR GUESTS AND VISITORS INTEND TO, AND WILL NOT, ASSERT A CLAIM THAT THE GUEST UNIT IS A RESIDENCE OR HOUSEHOLD OR MAKE THE GUEST UNIT A RESIDENCE OR HOUSEHOLD. YOU AND EACH OF YOUR GUESTS AND VISITORS AGREE THAT, REGARDLES OF THEIR LENGTH OF STAY AT THE PROPERTY, NEITHER YOU NOR ANY OF YOUR GUESTS OR VISITORS IS NOT A TENANT, RENTER OR ANY OTHER CLASSIFICATION WOULD PERMIT YOU OR ANY OF YOUR GUESTS OR VISITORS TO AVAIL HIM OR HER SELF OF ANY LAWS OR REGULATIONS APPLICABLE TO RESIDENTIAL OR COMMERCIAL TENANTS AND YOU AND EACH OF YOUR GUESTS AND VISITORS AGREE NOT TO MAKE AND HEREBY WAIVE ANY CLAIM UNDER SUCH LAWS OR REGULATIONS. YOU AND EACH OF YOUR GUESTS AND VISITORS AGREE TO VACATE A GUEST UNIT AT THE END OF YOUR RESERVED STAY OR WHEN OTHERWISE REQUIRED BY PLACEMAKR PURSUANT TO THESE TERMS AND AGREESTHAT PLACEMAKR SHALL NOT BE REQUIRED TO UNDERTAKE ANY JUDICIAL PROCESS TO REMOVE YOU OR ANY OF YOUR GUESTS OR VISITORS FROM A GUEST UNIT OR A PROPERTY. BY OCCUPYING OR MAKING A RESERVATION FOR A GUEST UNIT, EACH GUEST CERTIFIES TO PLACEMAKR THAT THE GUEST UNIT IS NOT, AND THE GUEST HAS NO INTENTION OF MAKING OR CLAIMING THE GUEST UNIT AS, HIS OR HER PERMANENT RESIDENCE REGARDLESS OF LENGTH OF STAY. EACH GUEST ALSO CERTIFIES THAT THE ADDRESS PROVIDED TO PLACEMAKR UPON CHECK-IN IS THE GUEST’S PERMANENT RESIDENCE AND THAT PLACEMAKR MAY RELY UPON SUCH CERTIFICATION. 

1. YOU AND EACH OF YOUR GUESTS AND VISITORS AGREE THAT THERE SHALL BE NO SMOKING OF ANY SUBSTANCE INSIDE THE GUEST UNIT OR ANYWHERE ON THE PROPERTY. IF THERE IS SMOKING IN THE GUEST UNIT OR ANYWHERE ELSE ON THE PROPERTY THERE WILL BE A MINIMUM $500 CLEANING CHARGE TOGETHER WITH ANY ADDITIONAL COSTS TO REMEDY THE VIOLATION. 

1. You shall maintain the Guest Unit in a good and clean condition and use the Guest Unit and the Property only in a careful and lawful manner. You shall promptly dispose of garbage and recyclables. You shall be responsible for any and all damage to the Guest Unit and the contents thereof, whether caused by you and/or any of your guests or visitors, including, without limitation appliances, furniture, fixtures, fitness equipment and similar. You authorize Placemakr to charge the Guest’s credit card on file for the cost to repair any such damage, replace the damaged items and any other costs incurred by Placemakr in doing so, and to pursue any other lawful rights it may have to collect charges for damages. 

1. You and each of your guests and visitors agree to be a good neighbor by respecting the rights of others to a pleasant, safe, and peaceful environment. Neither you nor any of your guests or visitors shall create excessive noise or other situations likely to disturb or annoy others or engage in disruptive behavior. Placemakr may monitor the noise level of the Guest Unit electronically or otherwise. Events or parties in a Guest Unit or in any other space in the Property are strictly prohibited. Violations of these restrictions may result in removal from the Property without refund at Placemakr’s discretion. 

1. PLACEMAKR SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO ANY CASH, VALUABLES OR OTHER GOODS BROUGHT ONTO THE PROPERTY OR INTO THE GUEST UNIT BY GUEST OR LEFT IN YOUR CAR WHILE IN THE PARKING FACILITY OF THE PROPERTY, EVEN IF PLACEMAKR PROVIDES A SAFE OR AGREES TO STORE SUCH ITEMS. ANY ITEMS LEFT IN A GUEST UNIT MAY DISPOSED OF IN ACCORDANCE WITH APPLICABLE LAW IF PLACEMAKR IS UNABLE TO PROMPTLY DETERMINE OR CONTACT THE OWNER OF THE ITEMS. IF YOU CHECK OUT OF THE GUEST UNIT BUT FORGET TO RECLAIM ANY SUCH ITEMS OR LEAVE ANY ITEMS IN THE GUEST UNIT AND SUCH ITEMS ARE RECOVERED BY PLACEMAKR, UPON DETERMINING THE OWNER OF THESE ITEMS, SHALL ATTEMPT TO CONTACT YOU AND ASK YOU FOR INSTRUCTIONS. HOWEVER, IN THE ABSENCE OF INSTRUCTIONS FROM YOU, OR IF PLACEMAKR IS UNABLE TO DETERMINE THE OWNER OF SUCH ITEMS OR CONTACT THE GUEST, PLACEMAKR SHALL STORE THE ITEMS FOR UP TO SEVEN (7) DAYS (INCLUDING THE DAY ON WHICH THESE ITEMS ARE FOUND) AND THEN EITHER DELIVER THEM TO THE NEAREST POLICE STATION, DESTROY OR DONATE THEM OR OTHERWISE DISPOSE OF THEM IN ANY WAY DETERMINED BY PLACEMAKR IN ITS SOLE DISCRETION. Placemakr shall not be liable for any failure to deliver or dispose of such items in accordance with this paragraph. 

1. The Guest Unit and the Property shall not be used to engage in any unlawful activity. Any such activity by any you or any of your guests or visitors shall cause for termination of your stay and all of your guests and visitors will be required to vacate the Guest Unit and the Property immediately without refund, may be subject to a ban or suspension from Placemakr Properties and any other remedies to which Placemakr may be entitled at law or equity. While the privacy of its Guests is important to Placemakr, Placemakr will endeavor to comply with the lawful order of any law enforcement official and a Guest Unit may be subject to entry, search, or seizure in accordance with applicable law. 

1. You acknowledge that notwithstanding that Guest Units may be described as having a certain number of bedrooms or are of a particular unit type, that not all Guest Units of the same type are identical. Floor plans, square footages, layouts and specific amenities and furnishings in each Guest Unit may differ and Placemakr cannot guaranty placement in a specific unit or the availability of a specific floor plan, piece of furniture or amenity. Placemakr also reserves the right in its sole discretion to upgrade your unit type or provide a comparable Guest Unit to satisfy any reservation. 

1. You shall be fully responsible for the acts and omissions of your guests and visitors. 

1. You agree that you shall not physically modify the Guest Unit in any way, including, without limitation, hanging art, adding, or removing furniture or fixtures or re-arranging furniture. Your credit card on file will be charged for Placemakr’s cost to remove any modifications to the Guest Unit and restore it to its condition immediately prior to your occupancy. 

1. On occasion Placemakr may provide you certain personal items free of charge or for a fee in your Guest Unit or at the Property including, but not limited to, food, beverages, utensils, personal protective equipment (e.g., masks, gloves and similar), cookware or small appliances or fitness equipment, or may assist you in working with third parties to procure the same (e.g., deliveries from restaurants or through applications). Placemakr makes no representation about the safety or suitability of any such items for a particular purpose, shall not be liable for your use or consumption of the same and you agree that you are using such items at your own risk and release Placemakr from any liability with respect to the same. You shall follow all manufacturer and provider guidelines with respect to the use or consumption of any such items. 

1. Placemakr may on occasion accept mail or package deliveries on your behalf. You are required to notify Placemakr staff if you expect any such deliveries and are responsible for promptly picking up the same from Placemakr staff or any designated mail area. Placemakr accepts no responsibility for lost, stolen or damaged mail or packages.  

4.2   CHECK-IN AND CHECK-OUT; EXTENDING YOUR STAY. 

1. The check-in time on the first day of your stay and the check-out time on the last day of your stay shall be provided to you upon completion of your reservation. All Guests shall depart on time. A delayed check-out will result in an additional fee of a minimum of $50 per hour. 

1. All Guests and guests of Guests over 18 must have a valid driver’s license and shall present them upon request or through Placemakr’s arrival process. 

1. If a Guest desires to extend their stay, Guest shall contact Placemakr at the Placemakr Office or other method directed by Placemakr no less than 24 hours prior to their scheduled departure. Placemakr cannot guarantee that it will be possible to extend a stay and extension rates may vary. Any extension of your stay must be confirmed by the Placemakr staff and any failure to vacate the Guest Unit when scheduled will incur additional charges as if it were a late check-out, including a minimum of double the nightly rate for additional unauthorized nights. 

1. Guests shall follow the departure procedures specified by Placemakr. Failure to return the door fob/key card will be subject to an additional fee of not less than $50. 

4.3   ADDITIONAL GUESTS; PETS. 

1. Guest shall not allow any additional persons to reside or sleep over at the Guest Unit other than the specific adults and children specifically identified in the reservation and other persons expressly allowed by Placemakr in its sole discretion. In any case, no more than two additional persons in excess of the number of registered Guests will be allowed in any Guest Unit. All guests of the Guest must check-in using our pre-arrival check-in process or sign in at the Placemakr Office on the Property, when available. 

1. Pet dogs and cats are welcome at select Placemakr locations subject to the following guidelines and any other more restrictive guidelines set forth in the Building Rules: 

• You must book a pet-friendly unit and notify Placemakr that you are bringing a pet when you make your reservation 
• Pets must be kept with Guest at all times 
• Pets must be house trained 

• Dogs must be non-aggressive (certain breeds may generally be prohibited) 
• Dogs must weigh less than 80lbs 
• A maximum of two pets per Guest Unit 
• All pets must be approved in advance by Placemakr prior to arrival 
• All pets are subject to an additional fee of not less than $150 each 

If you arrive at a Property with your pet without having received prior approval, or if your pet is substantially different than described when approved, you may not be allowed to check-in. In this event, your reservation will be cancelled and you may still be charged for your stay. Guests who bring pets are subject to a pet cleaning fee in addition to any other cleaning fees. Additional fees will be assessed for any damage to the Guest Unit or the Property caused by your pet. Placemakr will permit service animals in accordance with federal, state, and local law. 

4.4   ADDITIONAL SERVICES. 

1. Placemakr provides complimentary (i) TV service (e.g., Apple TV or similar, but not cable) and (ii) WiFi. Guest shall promptly notify Placemakr staff if there are any problems with the TV or the WiFi. There shall be no refund for outages, content, or lack thereof. 

1. Subject to advance reservation and availability, Placemakr provides complementary portable baby play-areas and high-chairs, however Placemakr makes no representation as to the safety or efficacy of any baby products provided and Guests assume all responsibility for the safe use thereof, including using the same in accordance with any manufacturer’s instructions. 

1. Some Properties have parking for Guests and Guest agrees to pay Placemakr’s stated fee therefor. If Guest uses the Property’s parking facilities, Guest understands that Placemakr is merely making a parking space available for Guest’s use and Placemakr shall have no responsibility or liability for Guest’s vehicle, including any damage to the vehicle or the loss of any property kept in the vehicle. Guests should not leave valuables in their vehicles. 

1. Some Properties may offer retail items for sale. You agree to follow all Placemakr instructions with respect to the selection and purchase of such items and agree that if you fail to pay for any of such items directly that any credit card or other method of payment which you have provided may be charged the full stated price for any such items. 

4.5   ACCESS, INSPECTION AND TERMINATION. 

1. Guest shall allow Placemakr to access the Guest Unit for purposes of cleaning, maintenance, repairs, and improvements as well as in the case of emergency or violation or suspected violation of these Terms. 

1. Placemakr has the right to inspect the Guest Unit without prior notice to enforce these Terms and may periodically enter the Units to perform welfare checks and ensure that the Unit is being maintained in good condition. Placemakr may terminate your stay for breach of these Terms in its sole discretion. Upon termination of your stay for breach, you will promptly vacate the Guest Unit and you will not be entitled to any refund. 

4.6   FEES AND PAYMENT. 

1. The fees to license and occupy the Guest Units (as modified from time to time, the “Unit Fees”) are available at www.Placemakr.com or other method by which you reserved your stay. All other fees (e.g., pet cleaning, parking (if available), lost door fob or key card, smoking fees, etc.) (together with the Unit Fees, collectively, the “Fees”) are available through the Placemakr staff, the Building Rules, and these Terms. 

1. Unless otherwise agreed or provided in the booking service that Guest uses to book the Guest Unit or otherwise agreed in writing by Placemakr, all Unit Fees shall be paid in advance by credit or debit card. Guest authorizes (i) Placemakr to keep their credit or debit card number on file for additional fees or unpaid charges and (ii) to charge its credit or debit card for any such fees or charges. Reasons for additional fees include but are not limited to the following: 

• Outstanding balances - actual amount, plus costs of recovery 
• Broken or missing items - actual cost and not less than $150 
• Smoking in the Guest Unit or Property - actual cost and not less than $500 
• Damage to the Guest Unit or furnishings - actual cost and not less than $150 
• Higher than customary cleaning costs - actual cost and not less than $200 

• Pet cleaning fees - actual cost and not less than $150 
• Parking fees - differs per Property. 
• Lost door fob/key card fees - actual cost and not less than $50. 

1. In addition, a $150 hold (or such other amount as you are informed at check-in) to cover any costs and fees described in these Terms may be placed on your credit card or debit card through your date of check-out and such hold may not be released for up to 72 hours from the date of check-out or longer at the discretion of your card issuer. 

1. All payments shall be made through a third-party payment processor directed by Placemakr (“Payment Processor”). As a condition of Placemakr’s enabling payment processing services through a Payment Processor, you agree to provide Placemakr accurate and complete information about you, your business, your credit or debit card and such other information required by the Payment Processor, and you authorize Placemakr to share it and any relevant transaction information related to your use of the payment processing services provided by the Payment Processor. To the fullest extent permitted by law, Placemakr is not responsible for the Payment Processor’s use of your information and you agree that the same may be governed by the terms and conditions of such Payment Processor. If you request an invoice or receipt for your stay, depending on the method in which your stay was booked, we may direct you to your third-party provider for such receipt or invoice. Certain Properties require chip-enabled payment cards to be used for payment upon booking or at check-in. We reserve the right to use other fraud prevention or security measures. You understand and agree that a payment being made to Placemakr may be directed to accounts held or managed by Placemakr, Inc. or any of its subsidiaries, affiliates or entitles for which it provides management services depending on the particular property where you stay. These entities include, without limitation, Placemakr, Inc., Placemakr Hospitality, LLC, 1600 MCG OpCo, LLC, 205 D Owner, LLC,  TMGKI BORO I RESIDENTIAL TOWER REIT, LLC, Provident Group - Ballston Properties, LLC, and 110 Wall Street, L.P. 

1. You are solely responsible for any occupancy and other taxes and fees associated with the licensure and occupancy of any Guest Unit, as the same may be changed or updated from time to time by the applicable jurisdiction (the “Taxes”). To the extent that any Taxes are payable by Placemakr, you shall promptly reimburse Placemakr the amount of any such Taxes in addition to any other amounts owing to Placemakr. 

4.7   MODICATIONS TO THE FEES AND THE GUEST UNITS. 

1. Subject to Section 10, Placemakr may modify the Fees for the Guest Units and any other fees in connection with the Guest Units in its sole discretion. 

1. Placemakr reserves the right to modify or discontinue the licensing of any of the Guest Units without prior notice. 

4.8   CANCELLATION POLICY AND WEBSITE INFORMATION. 

Our cancellation policy may vary by Property and depending on your reservation method and the terms of the rate that is applicable to your reservation (e.g., it may be non-cancellable in whole or in part). You are responsible for reviewing the cancellation policy in your reservation confirmation. Refunds may not be available for stays which are terminated early after you check-in and will never be given for early check-outs for reservations booked with a minimum length of stay requirement. 

In the event of a cancellation, it may take 72 hours or longer at the discretion of your card issuer for you to receive a refund. 

The Website may contain technical inaccuracies and typographical or other errors in connection with information displayed on the Website, including without limitation rates, fees, or availability applicable to your transaction. Placemakr assumes no responsibility or liability for such errors, inaccuracies, or omissions. Placemakr shall have the right to make changes, corrections, cancellations, and/or improvements to such information or reservations based on such information, at any time, including after confirmation of reservation. 

5. Support.

Placemakr, in cooperation with the owner and/or property manager of each Property, provides support for all Guest Units. The contact information for your support will be provided when you check-in and is also available in your room. Support covers any problems that you encounter in your Guest Unit, including problems with your TV, WiFi, toilets, sinks, smoke detector, HVAC and similar. If there is an emergency that requires immediate attention, it is your responsibility to notify Placemakr as soon as possible to prevent further damage. 

Placemakr also provides technical and other support with respect to reservations, the Guest Units, the Site, and the other Placemakr Services (a) by email at reservations@Placemakr.com or (b) by calling the applicable Property for inquiries related to a specific property or 202-897-1000 for general support. Support hours are generally 9:00 am to 5:00 pm EST, Monday through Friday, with the exception of holidays, and are subject to change by Placemakr. 

6. Reviews.

Placemakr may, from time-to-time, offer areas of the Services where you and other users can share ideas, comments, opinions or other information or materials (collectively, “Reviews”). You are responsible for your Reviews. 

By submitting a Review, you represent and warrant that: 

• Your Review is true and accurate and you have actually stayed with us at the Property being reviewed; 
• You own or otherwise control all of the rights to your Review, including copyrights and trademarks, necessary to meet your obligations to Placemakr under these Terms; and 
• Your Review does not violate the privacy, publicity, intellectual property or other rights of any other person or entity. 

Reviews posted on the Services do not in any way represent the views of Placemakr. Positive Reviews of any venue, or otherwise do not constitute a recommendation, endorsement, or guarantee by Placemakr about such venue, and we make no representation as to the quality, accuracy, availability, or otherwise as to such Review. All Reviews are intended to reflect the personal impressions of users in their specific circumstances only, and not a general statement about the benefit of any Service over another. We recommend that you always research travel information from your own independent sources. 

PLACEMAKR TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY REVIEW, INCLUDING LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER MATERIALS CONTAINED IN REVIEWS. UNDER NO CIRCUMSTANCES ARE YOU ENTITLED TO PAYMENT FOR YOUR REVIEWS. ALL REVIEWS ARE DEEMED NON-CONFIDENTIAL AND NON-PROPRIETARY. 

If we cancel or otherwise disable access to your Account, you may be permanently prevented from accessing your Reviews, any or all of which may be deleted by us. 

7. Promotions.

From time-to-time, Placemakr may offer you the opportunity to participate in challenges or other promotions, discounts, or other non-standard rate programs or opportunities (collectively, “Promotions”). You may not transfer, assign, sell, trade, or barter any prize, premium of other benefit you receive through a Promotion. ANY PRIZE, PREMIUM OR OTHER BENEFIT IS AWARDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR GUARANTEE FROM PLACEMAKR, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 

We reserve the right to modify, terminate or suspend the availability of Promotions and to correct errors or inconsistencies in Promotions-related materials. We may disqualify any individual who tampers with any Promotion. CAUTION: ANY ATTEMPT BY ANY INDIVIDUAL TO DELIBERATELY UNDERMINE THE LEGITIMATE OPERATION OF A PROMOTION IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND WE RESERVE THE RIGHT TO SEEK DAMAGES FROM SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW. 

You agree to be bound by our decisions, which are final and binding in all matters relating to the Promotions. Promotions are subject to all applicable federal, state, and local laws, rules, and regulations. Promotions are void where that they are prohibited, restricted, or taxed. Any promotion is only for the specific time and terms offered and may not be applied to any other times, dates, stays or rates, or renewed or extended without the written consent of Placemakr. 

BY PARTICIPATING IN A PROMOTION, YOU AGREE TO RELEASE PLACEMAKR AND ITS AGENTS FROM ANY AND ALL LIABILITY, LOSS OR DAMAGE ARISING FROM OR IN CONNECTION WITH PARTICIPATION IN ANY PROMOTION-RELATED ACTIVITY OR THE RECEIPT, USE OR MISUSE OF ANY PRIZE OR PREMIUM THAT YOU MAY RECEIVE. 

8. Respecting Other People’s Rights.

Placemakr respects the rights of others and so should you. You therefore may not post or send Content that: 

• Violates or infringes someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual property right; 
• Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains, or depicts sexual activity, or is otherwise inappropriate as determined by Placemakr in its sole discretion; 
• Is false, misleading, untruthful, or inaccurate; 
• Includes anyone’s identification documents or sensitive financial information; 
• Impersonates any person or entity, including any of Placemakr’s employees or representatives; or 

• Spams or solicits any Users, including any other Guest. 

9. Reservation Information.

When you make a reservation to license a Guest Unit, you agree to provide current, complete, and accurate information. You agree to promptly update any information that you provide, including your email address, phone number and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. 

If you change or deactivate the email that you used to make a reservation for any Guest Unit, you must update your information within 72 hours to prevent us from sending to someone else messages intended for you. 

10. Modification of these Terms.

Placemakr reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Site or otherwise through the other Placemakr Services. If Placemakr updates these Terms, it will update the “last updated” date at the top of the Terms. Please check these Terms, including any Policies, periodically for changes. Your continued (a) making of a reservation, (b) licensing or occupancy of a Guest Unit or (c) use of Site, after the posting of changes constitutes your binding acceptance of such changes. In the event that a change to these Terms materially modifies your rights or obligations, Placemakr will make reasonable efforts to notify you of such change. Placemakr may provide notice through a pop-up or banner within any of the Placemakr Services, by sending an email to any address you may have used to make a reservation, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, Placemakr may require you to provide consent by accepting the changed Terms. For all other changes, except as stated elsewhere by Placemakr, such amended Terms or Fees will automatically be effective, replacing the previously-effective Terms or Fees. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR RESERVATIONS AND THE USE OF THE SITE AND ALL OF THE OTHER PLACEMAKR SERVICES. 

To the extent that any modifications to the Terms are not allowed under applicable laws, the current version of the Terms or Policies shall continue to apply provided that such modifications shall not be effective and only with respect to the provisions modified, the prior version of the Terms shall continue to apply. 

11. Additional Policies and Terms.

When making a reservation, licensing or occupying any Guest Unit, or using the Site and any of the other Placemakr Services, you will be subject to any additional posted policies, guidelines or rules applicable to the Guest Units and the use of the Site and features which may be posted from time to time (as added or modified from time to time, the “Policies”). All such Policies are hereby incorporated by reference into these Terms. 

There may be additional terms and conditions (“Additional Terms”) related to your use of the Services. You must agree to any applicable Additional Terms before using the features of the Services to which they apply. Unless otherwise specified in any Additional Terms, all Additional Terms are incorporated herein. If you do not agree to our Additional Terms, then you may not use the Services to which they relate. If any Additional Term is inconsistent with the provisions of these Terms, the Additional Term will prevail for the specific Services to which it applies. 

12. Termination; Terms Violations.

12.1   PLACEMAKR. 

You agree that Placemakr, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate your ability to make a reservation or license or occupy a Guest Unit or use of the Site or any of the other Placemakr Services and remove and discard all or any part of your user profile, and any Content, at any time. Placemakr may also in its sole discretion and at any time discontinue your ability to make a reservation, license or occupy a Guest Unit or providing access to the Site, or any part thereof, with or without notice. You agree that any suspension or termination of your ability to make a reservation, license or occupy a Guest Unit or access to the Site or any the other Placemakr Services may be undertaken without prior notice, and you agree that Placemakr will not be liable to you or any third party for any such termination. Placemakr reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Placemakr to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies that Placemakr may have at law or in equity. As discussed herein, Placemakr does not permit copyright infringing activities on the Site, the Guest Units, or any of the other Placemakr Services, and shall be permitted to terminate access to any of the Placemakr Services, and remove all Content or other content submitted by any Users who are found to be repeat infringers. BY ACCEPTING THESE TERMS, YOU WAIVE AND SHALL HOLD PLACEMAKR HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY PLACEMAKR DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER PLACEMAKR OR LAW ENFORCEMENT AUTHORITIES. 

12.2   YOU.  

Your only remedy against Placemakr with respect to any dissatisfaction with the Guest Units is the right to receive a refund in the sole discretion of Placemakr. 

Your only remedy against Placemakr with respect to any dissatisfaction with (i) the Site or any of the other Placemakr Services, (ii) any term of these Terms, (iii) any policy or practice of Placemakr in operating the Site and the other Placemakr Services, or (iv) any Content transmitted through the Guest Units or any of these other Placemakr Services, is to terminate your use of all of the Placemakr Services. 

13. Digital Millennium Copyright Act.

It is Placemakr’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. If you file a notice with our copyright agent, it must comply with the requirements set forth at17 U.S.C. § 512(c)(3). Placemakr reserves the right to terminate without notice any User’s right to make a reservation or access to Site and the other Placemakr Services if that User is determined by Placemakr to be a “repeat infringer.” In addition, Placemakr accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. 

14. License Grant for Content; Representations and Warranties.

14.1   LIMITED LICENSE GRANT TO PLACEMAKR. 

The Site, the other Placemakr Services or any of our social networking pages (e.g., Facebook, etc.) may now or in the future permit the submission and/or posting or linking of product testimonials, pictures, audio and video recordings, text, data, information and other input or any other content linked, posted, and/or submitted by you or other Users, in each case whether or not made available to other Users (“Content”). By uploading, providing, posting, distributing or disseminating any Content to or through the Site or any of the other Placemakr Services or any of our social networking pages, you hereby grant to Placemakr a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), assignable, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, modify and otherwise exploit your Content (and any copyrights, publicity, database and other proprietary rights therein), in connection with the Guest Units and the operation, maintenance and support of the Site and the other Placemakr Services. 

14.2   CONTENT USE BY OTHER USERS. 

You hereby consent to the use of your Content by other Users that are authorized to access your Content in the manner contemplated by these Terms and any of the Placemakr Services. 

14.3   CONTENT AND CONFIDENTIAL INFORMATION. 

You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all of your Content and the consequences of posting or publishing any Content. By uploading and publishing your Content, you affirm, represent, and warrant that: (1) you are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize Placemakr and the Users to use and distribute your Content as necessary to exercise the licenses granted by you in this Section and in the manner contemplated by Placemakr and these Terms; (2) your Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or violate or invade the right of privacy, publicity or other rights of any person or entity; and (3) your Content does not contain any viruses, adware, spyware, worms, or other malicious code or any content or file that provides a method to access to potentially infringing content outside of any of the Placemakr Services. Violators of these third-party rights may be subject to criminal and civil liability. Placemakr reserves all rights and remedies against any Users who violate these Terms. 

14.4   CONTENT DISCLAIMER. 

You understand that when reserving, licensing, or occupying any Guest Unit or using the Sit or any of the other Placemakr Services you may be exposed to Content or other materials from a variety of sources, and that Placemakr is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Content and other content. You further understand and acknowledge that you may be exposed to Content and other materials that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Placemakr with respect thereto. Placemakr does not endorse any Content and other material or any opinion, recommendation or advice expressed therein, and Placemakr expressly disclaims any and all liability in connection with Content and other materials. If notified by a User or a content owner of any Content or other content or materials that allegedly do not conform to these Terms, Placemakr may investigate the allegation and determine in its sole discretion whether to remove the Content or other content or materials, which it reserves the right to do at any time and without notice. For clarity, Placemakr does not permit copyright infringing activities on or through any of the Placemakr Services. 

15. Prohibited Conduct.

BY MAKING A RESERVATION, LICENSING OR OCCUPYING ANY OF THE GUEST UNITS OR USING THE SITE OR ANY OF THE OTHER PLACEMAKR SERVICES YOU AGREE NOT TO: 

• Decipher, decompile, disassemble, reverse engineer, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of Site or any of the other Placemakr Services, in whole or in part (except to the extent that the laws of your jurisdiction make such restrictions unenforceable); 
• Make a reservation or license any Guest Units for the benefit of anyone other than you or your immediate family, including transferring, sublicensing, renting, or re-marketing any of the Guest Units; 

• Provide any services to any third party using the Site or any of the other Placemakr Services except in accordance with these Terms; 
• Develop or create (a) any derivative work of the Site or any of the other Placemakr Services or (b) any service to the extent intended to compete with the Guest Units; 
• Reproduce (except as expressly permitted herein), modify, adapt, translate, or otherwise make any changes to any of the Placemakr Services or any part thereof; 
• Copy, disclose, or distribute any data available on or through the Site or any of the other Placemakr Services, in any medium, including without limitation, by any automated or non-automated “scraping”; 
• Interfere with, circumvent, or disable any security or other technological features or measures of any of the other Placemakr Services or attempt to gain unauthorized access to any of the Placemakr Services or its related systems or networks; 

• Make unsolicited offers, advertisements, or proposals, or send junk mail or spam to other Users (including other Guests) of any of the Placemakr Services (including, but not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures); 
• Use bots or other automated methods to: access the Site or any of the other Placemakr Services, download profiles, contacts, or any other information, send or redirect messages or perform any other activities through any of the Placemakr Services; 
• Use the Guest Units, the Site or any of the other Placemakr Services for any unlawful or inappropriate activities, such as gambling, obscenity, pornography, violence, transmission of deceptive messages, or harassment; 
• Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of any of the Placemakr Services; 
• Take any action that imposes, or may impose at Placemakr’s sole determination, an unreasonable or disproportionately large load on Placemakr’s infrastructure; 

• Deep-link to the Site or any of the other Placemakr Services without Placemakr’s consent; 
• Share or disclose information of other Users without their express consent; 
• Use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any comments; 
• Use any Guest Unit, Property or other Placemakr Service for any commercial purpose or other purpose that is not expressly permitted under these Terms; 
• Resell, assign, or transfer to any other person or organization any reservation for a Guest Unit, unless permitted by Placemakr in writing, or make speculative or fraudulent reservations; 

• Bring into any Guest Unit or any Property any hazardous item or substance, including items that are likely to increase the risk of fire or explosion or any firearms and other weapons (except those rightfully possessed by law enforcement officials or licensed security guards); 
• Take part in any course of action that: (i) may give rise to civil or criminal liability; (ii) is fraudulent, false, misleading, or deceptive, defamatory, obscene, vulgar, or offensive; (iii) promotes or constitutes discrimination, racism, or harassment; (v) is violent or threatening; or (vi) promotes illegal or harmful activities; or 
• Attempt to do any of the foregoing or assist, advocate, or encourage anyone in doing any of the foregoing. 

16. Third-Party Tools and Sites.

The Placemakr Services may include third-party tools (“Third-Party Tools”) and links or references to other web sites or services (“Third-Party Sites”) solely as a convenience to Users, including our travel partner sites (e.g., AirBnB, Expedia and other online travel agencies). Placemakr does not endorse any such Third-Party Tools, Third-Party Sites or the information, materials, products, or services contained on or accessible through Third Party Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through any of the Placemakr Services are solely between you and such advertiser. Access and use of any Third-Party Tools or Third-Party Sites, including the information, materials, products, and services on or available through such Third-Party Tools or Third-Party Sites are solely at your own risk. 

17. Text Messages; Mobile and Data Charges.

Placemakr may occasionally send text message offers and alerts. By agreeing to these Terms, you authorize Placemakr to send text messages to your mobile device with notifications, check-in instructions, key codes, and special offers. 

You are responsible for any mobile and data charges that you may incur for using any of the Placemakr Services, including text-messaging charges. If you are unsure what those charges may be, you should ask your service provider before using the Guest Units or any of the other Placemakr Services. 

18. Ownership; Proprietary Rights.

The Guest Units are operated by Placemakr, and the Site and the other Placemakr Services are owned and operated by Placemakr. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Guest Units, the Site and the other Placemakr Services provided by Placemakr (the “Materials”) are owned by Placemakr and protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Content that is provided and owned by Users, all Materials contained on any of the Placemakr Services are the property of Placemakr or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Placemakr or its affiliates and/or third-party licensors. Except as expressly authorized by Placemakr, you agree not to sell, license, distribute, copy, modify, publicly perform, or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Placemakr reserves all rights not expressly granted in these Terms. 

Placemakr shall own and have the unrestricted right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to the Guest Units, the Site or any of the other Placemakr Services. 

19. Indemnification.

You agree to indemnify, save, and hold Placemakr, its affiliated companies, members, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Guest Units, the Site any of the other Placemakr Services or any of the Content, any violation by you of these Terms or any breach of the representations, warranties and covenants made by you herein. Placemakr reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Placemakr, and you agree to cooperate with Placemakr’s defense of these claims. Placemakr will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. 

20. No Warranties; Disclaimers; Assumption of Risk.

20.1   NO WARRANTIES AND ASSUMPTION OF RISK. 

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PLACEMAKR AND ITS AFFILIATES, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “PLACEMAKR PARTIES”) DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE GUEST UNITS, THE SITE AND THE OTHER PLACEMAKR SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, PLACEMAKR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE GUEST UNITS, THE SITE OR THE OTHER PLACEMAKR SERVICES, WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PLACEMAKR PARTIES OR THROUGH THE GUEST UNITS, THE SITE OR THE OTHER PLACEMAKR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU UNDERSTAND AND AGREE THAT YOU USE ANY ASPECT OF THE PLACEMAKR SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, ANY LOSS OF DATA, OR ANY LOSS DAMAGE OR THEFT OF ANY PERSONAL PROPERTY OR ANY PERSONAL INJURY OR DEATH OR DISEASE OR PET INJURTY OR DEATH. 

20.2   “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS”. 

YOU EXPRESSLY AGREE THAT THE GUEST UNITS AND THE USE OF THE SITE AND ANY OF THE OTHER PLACEMAKR SERVICES, AND ANY DATA, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, THIRD PARTY SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE OR ANY OF THE OTHER PLACEMAKR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. 

20.3   FORCE MAJEURE. 

In no event will Placemakr be liable or responsible to Guest, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any obligation under these Terms, when and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, the failure of any other company’s services, another company’s error or service interruption, activity from neighbors, activities around the Property such as construction, noise, road repair, or maintenance, protests, large gatherings or other interruptions of traffic and access, national or regional emergency, pandemic, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of laws or any action taken by a governmental or public authority. 

20.4   ERRORS, INACCURACIES AND OMISSIONS. 

Occasionally there may be information on the Site or other materials provided to you that contain typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders if any information on the Site or other materials is inaccurate at any time without prior notice (including after you have submitted your order). 

We undertake no obligation to update, amend or clarify information on the Site or these materials, including without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Site or the Application, should be taken to indicate that all information on the Site or has been modified or updated. 

20.5   ACCURACY. 

EXCEPT AS SPECIFICALLY PROVIDED IN WRITING BY PLACEMAKR, THE PLACEMAKR PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE GUEST UNITS, THE SITE OR ANY OF THE OTHER PLACEMAKR SERVICES OR ANY THIRD-PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. 

20.6   HARM TO YOUR COMPUTER. 

YOU UNDERSTAND AND AGREE THAT YOU MAKE A RESERVATION, LICENSE OR OCCUPY A GUEST UNIT OR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SITE OR ANY OF THE OTHER PLACEMAKR SERVICES OR ANY THIRD-PARTY SITES, AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH INFORMATION, MATERIAL OR DATA. 

21. Limitation of Liability and Damages.

21.1   LIMITATION OF LIABILITY. 

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE PLACEMAKR PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THE GUEST UNITS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE SITE, THE MATERIALS, OR CONTENT ON THE SITE OR THE OTHER PLACEMAKROR ANY OTHER INTERACTIONS WITH PLACEMAKR, EVEN IF PLACEMAKR OR A PLACEMAKR AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, PLACEMAKR’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. 

21.2   LIMITATION OF DAMAGES. 

IN NO EVENT WILL THE PLACEMAKR PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, THE GUEST UNITS OR YOUR USE OF THE SITE AND THE OTHER PLACEMAKR SERVICES, OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO PLACEMAKR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR FIFTY DOLLARS, WHICHEVER IS GREATER. 

21.3   RELEASE FOR DISPUTES BETWEEN USERS. 

If you have a dispute with any other Users (including any other Guests) or other third parties, you release Placemakr and the other Placemakr Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” 

21.4   THIRD PARTY SITES. 

THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY USING ANY THIRD-PARTY TOOLS OR BY REASON OF ANY SERVICES PROVIDED ON ANY THIRD-PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN PLACEMAKR AND RECEIVED THROUGH OR ADVERTISED ON ANY OF THE PLACEMAKR SERVICES OR RECEIVED THROUGH ANY THIRD-PARTY SITES. 

21.5   BASIS OF THE BARGAIN. 

YOU ACKNOWLEDGE AND AGREE THAT PLACEMAKR HAS OFFERED THE GUEST UNITS, THE SITE AND THE OTHER PLACEMAKR SERVICES, SET ITS FEES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND PLACEMAKR, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND PLACEMAKR. PLACEMAKR WOULD NOT BE ABLE TO PROVIDE THE GUEST UNITS, THE SITE OR ANY OF THE OTHER PLACEMAKR SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS. 

21.6   LIMITATIONS BY APPLICABLE LAW. 

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED. 

22. Miscellaneous.

22.1   NOTICE. 

Placemakr may provide you with notices, including those regarding changes to these Terms and the Guest Units, by email, regular mail, or postings on any of the Placemakr Services. Notice will be deemed given twenty-four hours after the email is sent, unless Placemakr is notified that the email address is invalid. Alternatively, Placemakr may give you legal notice by mail to a postal address, if provided by you through any of the Placemakr Services. In such case, notice will be deemed given three days after the date of mailing. Notice posted on any of the Placemakr Services is deemed given 30 days following the initial posting. 

22.2   WAIVER. 

The failure of Placemakr to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Placemakr. 

22.3   DISPUTE RESOLUTION. 

If a dispute arises between you and Placemakr, the goal is to provide you with a neutral and cost-effective methods of resolving the dispute quickly. Accordingly, you and Placemakr agree that any dispute, claim or controversy at law or equity that arises out of these Terms, the Guest Units, the Site, or any of the other Placemakr Services (a “Dispute”) will be resolved in accordance with this Section or as Placemakr and you otherwise agree in writing. Before resorting to these dispute methods, Placemakr strongly encourages you to first contact Placemakr directly to seek a resolution. 

The parties hereby irrevocably and unconditionally agree that service of process in any such Dispute may be effected by mailing a copy of such process by certified mail, postage prepaid, to such party at the address provided by such party. 

1. Choice of Law. THESE TERMS SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE IN WHICH THE APPLICABLE PROPERTY IS LOCATED, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY DISPUTE OR OTHERWISE IN CONNECTION WITH THESE TERMS, THE GUEST UNITS, THE SITE OR ANY OF THE OTHER PLACEMAKR SERVICES. 

1. Arbitration and Class Action Waiver.  

PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS. 

1. Arbitration. EXCEPT AS SET FORTH BELOW, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND PLACEMAKR (WHETHER OR NOT SUCH CLAIM INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS, THE GUEST UNITS, THE SITE OR ANY OF THE OTHER PLACEMAKR SERVICES INCLUDING WITHOUT LIMITATION, YOUR RIGHTS OF PRIVACY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S APPLICABLE RULES FOR ARBITRATION AND YOU AND PLACEMAKR HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND PLACEMAKRWOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. Any such arbitration shall be in English and be held in Washington, DC and the number of arbitrators shall be one (1). Except as otherwise required by law, the parties and the arbitrator agree to keep confidential and not disclose to third parties any information or documents obtained in connection with the arbitration process, including the resolution of the Dispute. You may bring claims only on your own behalf. 

NEITHER YOU NOR PLACEMAKR WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST PLACEMAKR INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s claims, if Placemakr is a party to the proceeding. 

This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. 

1. Judicial Forum for Disputes. In the event that the agreement to arbitrate is found not to apply to you or your claim, you and Placemakr agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the applicable procedural rules of, the federal or the District of Columbia courts in Washington DC. Both you and Placemakr irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, Placemakr may bring a claim for equitable relief in any court with proper jurisdiction. 

1. Survival. This arbitration agreement will survive the termination of your use of any of the Placemakr Services or your relationship with Placemakr. 

1. 30 Day Right to Opt Out. Guests have the right to opt-out and not be bound by the arbitration provisions set forth in this Section above by sending written notice of your decision to opt-out to Placemakr’s contact information listed at the bottom of these Terms. The notice must be sent to Placemakr within thirty (30) days of the earliest of your initial reservation of any Guest Unit or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with the terms of this Section. If you opt-out of these arbitration provisions, however, we also will not be bound by them. 

1. Improperly Filed Disputes. All claims you bring against Placemakr must be resolved in accordance with this Section. All claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, Placemakr may recover attorneys” fees and costs, provided that Placemakr has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.  

1. Prevailing Party. In the event that either party institutes any legal suit, action or proceeding against the other party arising out of or relating to these Terms, the Privacy Policy, the Guest Units or any of the other Placemakr Services, the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs. 

1. LIMITATION ON TIME TO FILE CLAIMS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE PRIVACY POLICY, THE GUEST UNITS, THE SITE OR ANY OF THE OTHER PLACEMAKR SERVICES, ANY OTHER PRODUCT OR SERVICES, ANY CONTENT OR YOUR RELATIONSHIP WITH PLACEMAKR MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 

1. Disputes not Subject to Arbitration. Notwithstanding the requirement to arbitrate hereunder, any Dispute relating to, or in connection with (i) any failure by you to pay any Fees or other amounts due to Placemakr, to the extent that such Fees or amounts can be recovered in a small claims action, (ii) any actual or alleged theft or damage to a Guest Unit and/or the Property by you or your guests, to the extent recoverable in a small claims action, and/or (iii) the eviction or removal from a Guest Unit and/or the Property, to the extent the same is required to be undertaken through judicial process pursuant to applicable law (subparagraphs (i), (ii) and (iii), collectively, the “ Non-Arbitration Disputes”), shall be determined by, and subject to the exclusive jurisdiction of, the federal and state courts in the districts that include the applicable Property, and the parties agree to the personal and exclusive jurisdiction of these courts. You and Placemakr agree that any such court shall be a proper forum for the determination of any such Non-Arbitration Disputes arising hereunder and waive any defenses based upon inconvenient forum or jurisdiction.  

22.4   SEVERABILITY. 

If any provision of these Terms (including the Privacy Policy or any Policies) is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions. 

22.5   ASSIGNMENT. 

These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Placemakr without restriction, including to any Property owner, another manager for a Property or Guest Unit, one or more affiliates of Placemakr, or any person or entity which acquires all or substantially all of the assets or interests of Placemakr. Any assignment attempted to be made in violation of these Terms shall be void. 

22.6   SURVIVAL. 

Upon termination of these Terms, your use of the Site or any of the other Placemakr Services, or your relationship with Placemakr, any provision which, by its nature or express terms should survive, will survive such termination or expiration. 

22.7   HEADINGS. 

The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof. 

22.8   ENTIRE AGREEMENT. 

These Terms, including the Privacy Policy, the Refund Policy, the Pet Policy, the Building Rules, the Policies and all other items incorporated herein by reference are the entire agreement between you and Placemakr relating to the subject matter herein and will not be modified except by a change to these Terms or Policies made by Placemakr as set forth in Section 10 above or as provided in the applicable agreement. 

22.9   NO AGENCY. 

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms. 

22.10   GEOGRAPHIC RESTRICTIONS. 

Placemakr is based in Washington, DC in the United States. Placemakr makes no claims that the Guest Units, the Site, or any of the other Placemakr Services or any of the content is accessible or appropriate outside of the United States. Reservations and the licensing and occupancy of the Guest Units or access to the Site and the other Placemakr Services may not be legal by certain persons or in certain countries. If you make a reservation or license a Guest Unit or access the Site or any of these other Placemakr Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Placemakr with respect thereto. 

If you use the Services outside of the United States, you will not access or use the Services if you are on the United States Treasury Department’s “Specially Designated Nationals and Blocked Persons List,” or are located in a country embargoed by the United States; and agree to comply with all local laws, rules, and regulations including all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the Services. The Services are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or that would subject Placemakr or its affiliates to any registration requirement within such jurisdiction or country. 

22.11   DISCLOSURES. 

The Guest Units, the Site and the other Placemakr Services are offered by Placemakr located at 1140 3rd Street NE, 4th Floor, Suite B, Washington, DC 20002 and email hello@Placemakr.com. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information. 

California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. 

© 2022 Placemakr, Inc.