Last Updated: June 7, 2023
Welcome, and thank you for your interest in Sonder ("Sonder," "we," or "us") and our website at www.sonder.com, along with our related websites, networks, applications, mobile applications, and other services provided by us (collectively, the "Service(s)"). The terms "Sonder," "we," and "us" refer to Sonder Holdings Inc., a Delaware corporation, and its subsidiaries and affiliates. These Terms of Service (together with the House Rules and other Additional Terms (defined in Section 19.5), the "Agreement") and, for users outside the United Kingdom and the European Union, our Privacy Policy (defined in Section 19.6) govern your use of the Service(s) and Properties (defined in Section 1). This Agreement is a legally binding contract between you and us regarding your use of the Service(s) and Properties. Failure to use the Service(s) or Properties in accordance with this Agreement may subject you to civil and criminal penalties.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.
BY CLICKING "I ACCEPT" (OR WORDS TO SIMILAR EFFECT), OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE(S) OR PROPERTIES, OR BY SIGNING A SEPARATE AGREEMENT WITH SONDER THAT EXPRESSLY INCORPORATES BY REFERENCE THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE(S) OR PROPERTIES, YOU AGREE TO BE BOUND BY, THIS AGREEMENT. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN YOU DO NOT HAVE OUR PERMISSION OR ANY RIGHT TO USE THE SERVICE(S) OR PROPERTIES. YOUR USE OF THE SERVICE(S) OR PROPERTIES, AND OUR PROVISION OF THE SERVICE(S) TO YOU AND EXPRESS LICENSE OR PERMISSION FOR YOU TO USE THE PROPERTIES (IF APPLICABLE), CONSTITUTE AN AGREEMENT BETWEEN US AND YOU AGREE TO BE BOUND BY THIS AGREEMENT.
PLEASE BE AWARE THAT SECTION 17 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND SONDER. AMONG OTHER THINGS, SECTION 17 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 17 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 17 CAREFULLY.
UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN THIRTY (30) DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU WILL WAIVE YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
IF YOU ARE A CONSUMER OUTSIDE OF THE UNITED STATES, SECTION 17 MAY NOT APPLY TO YOU, DEPENDING ON YOUR HOME COUNTRY'S LAWS.
1.
1.1. Service Overview. Sonder Hospitality USA Inc. acquires rights and/or interests in accommodation for the onward supply of accommodation to travelers staying in the United States and countries other than Canada and Mexico. Hospitalité Sonder Canada Inc. acquires rights and/or interests in accommodation for the onward supply of accommodation to travelers staying in Canada. Sonder Stay México, S. de R.L. de C.V. acquires rights and/or interests in accommodation for the onward supply of accommodation to travelers staying in Mexico. We provide information on physical properties managed, owned, licensed, leased, rented, and/or developed by us or any of our affiliates (each a "Property" and collectively the "Properties"). You may use the Service(s) to make legitimate reservations for certain Properties for short-term rentals (each a "STA/Hotel Reservation"), longer-term accommodations (each an "Extended Stay Reservation") or membership subscriptions (each a "Subscription Reservation" and, together with a STA/Hotel Reservation and an Extended Stay Reservation, each a "Reservation") and to obtain from us our express (i.e., written) permission for you to use such Properties for non-commercial purposes only for a certain period of time, in all cases, only in accordance with the terms and conditions of this Agreement. The "Service(s)" excludes any and all Properties and any and all rights of use or possession therein or thereof, but includes services provided by us or a third party service provider to you on or around a Booked Property (defined in Section 6.2) in connection with your permitted use of the Properties (if applicable), whether you reserve such Properties directly from us or a third party ("On-Site Services"). For the avoidance of doubt, a "Subscription Reservation" is a reservation for a stay at one of our Properties that is made in connection with a purchased subscription, which is deemed entered into and purchased immediately upon your execution of an Order Form (defined in Section 3) for such subscription (such Order Form, a "Membership Agreement"), a "STA/Hotel Reservation" is a reservation for a short length stay at one of our Properties that is made outside and separate from any purchased subscription or Membership Agreement and an "Extended Stay Reservation" is a reservation for an intermediate or long term stay at one of our Properties that is made outside and separate from any purchased subscription or Membership Agreement, but that may be made in connection with an Order Form for such reservation (such Order Form, an "Extended Stay Agreement") which is deemed entered into and purchased immediately upon either your execution of such Order Form for such reservation or your reservation of the Extended Stay Property and your payment of any portion of the Extended Stay Reservation fee.
1.2. Supplier of Record. Depending on the location of the Properties, the following Sonder affiliates will be the supplier of record with respect to our Services:
1.2.1. Sonder Hospitality USA Inc., a Delaware corporation, with registered address at Intertrust Corporate Services Delaware Ltd., 200 Bellevue Parkway, Suite 210, Wilmington, DE 19809, Delaware file number 5736491.
1.2.2. Hospitalité Sonder Canada Inc., a Quebec corporation located at 200-425, av. Viger Ouest Montréal Québec H2Z1W5 Canada, numéro d'entreprise du Québec 1174937749.
1.2.3. Sonder Stay México, S. de R.L. de C.V., a Mexico limited liability company located at Anatole France 130, Polanco, Miguel Hidalgo, Mexico City, Mexico, PC 11550, En la Ciudad de Mexico (each of the foregoing, individually, "Supplier of Record" or collectively, "Suppliers of Record").
If you are utilizing Services in connection with Properties located in the U.S. or any country other than Mexico and Canada, you are contracting with Sonder Hospitality USA Inc. If you are utilizing Services in connection with Properties located in Canada you are contracting with Hospitalité Sonder Canada Inc. If you are utilizing Services in connection with Properties located in Mexico, you are contracting with Sonder Stay México, S. de R.L. de C.V.
Note that we reserve the right to replace any Supplier of Record at any time and without notice.
Other Sonder entities ("Sonder Support Entities") may provide Services, including concierge, housekeeping, customer support, and other support services, in connection with your use of the Properties. Sonder Support Entities do not have any authority or obligation to provide Services or Property under this Agreement. Similarly, you do not have a contractual relationship with Sonder Support Entities. Sonder Support Entities are not authorized to act as an agent for any Supplier of Record.
2. Eligibility. You must be at least 18 years old to use the Service(s). By agreeing to this Agreement, you represent and warrant to us that: (a) you are (i) at least 18 years old, are an emancipated minor, or possess legal parental or guardian consent to agree to this Agreement; and (ii) fully able and competent to enter into this Agreement; (b) you have not previously been suspended or removed from the Service(s) or any of our Properties; and (c) your Registration (defined in Section 3) and your use of the Service(s) and our Properties is and will be in compliance with any and all applicable laws, rules, and regulations. If you are an organization (e.g., a company or school), the individual accepting this Agreement on your behalf represents and warrants that he or she has the authority to bind you to this Agreement and you agree to be bound by this Agreement.
3. Account Registration. To access certain features of the Service(s), you may be required to register for an account (collectively, "Register"; and such process of Registering, "Registration") and/or to enter into a membership agreement, sublease agreement, extended stay agreement, limited use agreement, or other type of agreement or order form signed by us and you and made under and part of this Agreement ("Order Form"). When you Register, you may be required to provide us with some information about yourself, such as your name, email address, home address, date of birth, and other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you Register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at reservations@sonder.com.
4. Background Checks. You acknowledge and agree that for transparency, safety, fraud prevention, and anti-money laundering purposes, and to the extent permitted by applicable law, we may, but have no obligation to, before and/or while you reserve and/or occupy a Property, including without limitation, before and/or during any renewal or extension: (a) require that you provide us with a form of government identification or other information sufficient to assist us with undertaking the background checks described in Sections 4(b)-(c); (b) screen you against third party databases or other sources and request reports (e.g., credit checks) regarding you from service providers (if available); and (c) for users outside of the UK and EU, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks (if available). You hereby consent to our undertaking the foregoing background checks and to our processing of the resulting information in accordance with our Privacy Policy (if applicable), including sharing with landlords, property owners, and/or their property managers (any of the foregoing, a "Landlord") the results of background checks for users based in the United States.
5. Fees and Payment. Certain features of the Service(s) may require you to pay one-time and/or recurring fees. Before you pay any such fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are non-refundable, unless expressly provided otherwise in writing by us.
5.1. Fees. We reserve the right to determine pricing for the Service(s) and any products we offer for sale, including, without limitation, for On-Site Services, or Properties that you may reserve or subscribe to through the Service(s). We will make reasonable efforts to keep pricing information that is published on our website up to date, but may not necessarily provide all specific pricing information (e.g., subscription-related pricing) online. We encourage you to check our website periodically for current pricing information. We may change any of this pricing information (including by adding applicable taxes, fees or charges) at any time. We, in our sole discretion, may make promotional offers with different features and different pricing to any of our customers. These promotional offers, unless made to you, will not apply to you or this Agreement.
5.2. Currency. If you request a reservation or purchase certain Services, including On-Site Services, you will be notified of the currency in which you will be charged. This currency will be determined by us based on the Applicable Payment Method (defined in Section 5.3) and other factors in our reasonable discretion, such as the location of the Property that you are trying to reserve or subscribe to. For your convenience and if the currency you will be charged in is not the same as the currency applicable in your country, we may provide you with an indication of how much the price would approximately be in your own currency. Such indication is merely indicative, not binding, and will depend on the applicable exchange rate of the day. You acknowledge that the applicable exchange rate used for currency conversion processing may not be identical to the applicable market rate in effect at the specific time such processing occurs because: (i) we update the applicable exchange rate on a regular, but not real-time, basis; and (ii) the applicable exchange rate may include an incremental cost or margin that is not included in the applicable market rate.
5.3. Authorization. You authorize us to charge all applicable sums (including but not limited to any applicable one-time and/or recurring security deposits, reservation fees, extended stay fees, subscription fees, and Service fees, including for On-Site Services, the Damaged Property Fee, and any fees, costs and penalties for overstaying your reservation or subscription, and including all applicable Taxes (defined in Section 5.9), which such Taxes may be charged on a different day or time than the sums to which they relate)) for the reservations, subscriptions, and/or other purchases that you make through the Service(s) in accordance with Section 8.7, to the payment method specified in your account or that you otherwise indicate when you submit such reservation or enter into a Membership Agreement, Extended Stay Agreement and/or other Order Form to or with us (the "Applicable Payment Method") on the date that any such sum is due. Additionally, if the Applicable Payment Method is a credit card, then a few days before your check-in: (a) we may seek pre-authorization of your credit card account prior to completing your reservation or entering into a Membership Agreement, Extended Stay Agreement or other Order Form with you to verify that the credit card is valid and has the necessary funds or credit available to cover your reservation, subscription, any security deposit or other purchase, or any potential Damaged Property Fee or incidentals that may apply; and (b) you authorize us to place a hold on such credit card for sums sufficient to cover any applicable Damaged Property Fee, Taxes and any other fees that you owe us under this Agreement and may be held for a few days following your check-out. To the extent that Sonder is charged any service fees in connection with your use of the Applicable Payment Method, you shall be responsible for such fees.
5.4. Cancellations.
5.4.1 Cancellations for STA/Hotel Reservations. We will charge all applicable sums due for the STA/Hotel Reservations that you make through the Service(s) at the time such reservations are requested. You may cancel a completed STA/Hotel Reservation at any time, and may be entitled to a refund, subject to the version of our cancellation policy posted on our website and effective at the time your reservation was completed. Our cancellation policy is available online. YOU ACKNOWLEDGE AND AGREE THAT IF YOU REQUEST OR COMPLETE A STA/HOTEL RESERVATION FOR ONE OF OUR PROPERTIES THROUGH A THIRD PARTY OR THIRD-PARTY WEBSITE, STRICTER CANCELLATION POLICIES MAY APPLY. PLEASE REVIEW SUCH THIRD-PARTY POLICIES BEFORE SUBMITTING YOUR STA/HOTEL RESERVATION REQUEST AND MAKE SURE YOU AGREE WITH THE APPLICABLE CANCELLATION PERIOD.
5.4.2 Cancellations for Extended Stay Reservations. We will charge all applicable sums due for an Extended Stay Reservation at the time the applicable Extended Stay Agreement is fully executed by you and us. You may cancel your reservation request at any time before the applicable Extended Stay Agreement is fully executed. Once an Extended Stay Agreement is fully executed, you may not cancel the applicable reservation, except as may be otherwise expressly provided in such Extended Stay Agreement or other Order Form. YOU ACKNOWLEDGE AND AGREE THAT IF YOU REQUEST OR COMPLETE AN EXTENDED STAY RESERVATION FOR ONE OF OUR PROPERTIES THROUGH A THIRD PARTY OR THIRD-PARTY WEBSITE, STRICTER CANCELLATION POLICIES MAY APPLY. PLEASE REVIEW SUCH THIRD-PARTY POLICIES BEFORE SUBMITTING YOUR EXTENDED STAY RESERVATION REQUEST AND MAKE SURE YOU AGREE WITH THE APPLICABLE CANCELLATION PERIOD.
5.4.3 Cancellations for Subscription Reservations. We will charge all applicable sums due for a subscription at the time the applicable Membership Agreement is fully executed by you and us. You may cancel your subscription request at any time before the applicable Membership Agreement is fully executed. Once a Membership Agreement is fully executed, you may not cancel the applicable subscription or any Subscription Reservation, except as may be otherwise expressly provided in such Membership Agreement. YOU ACKNOWLEDGE AND AGREE THAT IF YOU PURCHASE A SUBSCRIPTION OR REQUEST OR COMPLETE A SUBSCRIPTION RESERVATION FOR ONE OF OUR PROPERTIES THROUGH A THIRD PARTY OR THIRD-PARTY WEBSITE, STRICTER CANCELLATION POLICIES MAY APPLY. PLEASE REVIEW SUCH THIRD-PARTY POLICIES BEFORE PURCHASING YOUR SUBSCRIPTION OR SUBMITTING YOUR SUBSCRIPTION RESERVATION REQUEST AND MAKE SURE YOU AGREE WITH THE APPLICABLE CANCELLATION PERIOD.
5.5. Alternative Accommodations.
5.5.1 Alternative Accommodations for STA/Hotel Reservations. In the event that a STA/Hotel Property (defined in Section 6.2) becomes unavailable for the whole or any part of the applicable STA/Hotel Period of Occupancy (defined in Section 6.2) for any reason, we will endeavor to arrange for suitable alternative accommodations during the Period of Occupancy. If we are unable to find suitable alternative accommodations during this period we have the right to cancel the applicable portion of the STA/Hotel Period of Occupancy and we will credit you with a full refund of pre-paid fees for that portion.
5.5.2 Alternative Accommodations for Extended Stay Reservations. In the event that an Extended Stay Property (defined in Section 6.2) becomes unavailable for the whole or any part of the applicable Extended Stay Period of Occupancy (defined in Section 6.2) for any reason, we will endeavor to arrange for suitable alternative accommodations during such Period of Occupancy. If we are unable to find suitable alternative accommodations during this period, we have the right to cancel the applicable portion of the Extended Stay Period of Occupancy subject to the express terms of any applicable Extended Stay Agreement or applicable law and we will credit you with a full refund of pre-paid fees. If you do not accept a suitable alternative accommodation that we offer to you, then you are entitled to cancel the applicable reservation, any pre-paid fees will be refunded to you, and neither we nor any of our third-party suppliers will be liable to you for any further amounts relating to such reservation.
5.5.3 Alternative Accommodations for Subscription Reservations. In the event that a Subscription Property (defined in Section 6.2) becomes unavailable for the whole or any part of the applicable Subscription Period of Occupancy (defined in Section 6.2) for any reason, we will endeavor to arrange for suitable alternative accommodations during such Period of Occupancy. If we are unable to find suitable alternative accommodations during this period, we have the right to cancel the applicable portion of the Subscription Period of Occupancy subject to the express terms of any applicable Membership Agreement or applicable law and we will credit you with a full refund of pre-paid fees. If you do not accept a suitable alternative accommodation that we offer to you, then you are entitled to cancel the applicable subscription, any pre-paid fees will be refunded to you, and neither we nor any of our third-party suppliers will be liable to you for any further amounts relating to such subscription.
5.6. Modifications.
5.6.1 Modifications for STA/Hotel Reservations. You may be able to modify your STA/Hotel Reservation, subject to additional Taxes, fees, and charges, for example, by purchasing additional services and amenities (e.g., paid parking and extra cleaning services) or by modifying the applicable services or dates of your existing reservation. For the avoidance of doubt, if you modify or extend the dates of your STA/Hotel Reservation, you will be charged the applicable Property's then-current market rate, which may be different (higher or lower) than the rates applicable to your existing reservation, for the modified dates. You will have an opportunity to review and accept any additional fees and/or charges prior to modifying such reservation.
5.6.2 Modifications for Extended Stay Reservations. You may be able to modify portions of an Extended Stay Reservation, subject to any additional Taxes, fees and charges, for example, by purchasing or cancelling additional services and amenities (e.g., paid parking and extra cleaning services). You will have an opportunity to review and accept any such additional fees and/or charges prior to modifying the same. You may not however, modify the terms of any Extended Stay Agreement, including the dates or term of your reservation, except as expressly set forth in such Extended Stay Agreement or Order Form.
5.6.3 Modifications for Subscription Reservations. You may be able to modify portions of a Subscription Reservation, subject to any additional Taxes, fees and charges, for example, by purchasing or cancelling additional services and amenities (e.g., paid parking and extra cleaning services). You will have an opportunity to review and accept any such additional fees and/or charges prior to modifying the same. You may not however, modify the terms of any Membership Agreement, including the dates or term of your subscription, except as expressly set forth in such Membership Agreement.
5.7. Repeated Cancellations. If you repeatedly cancel or attempt to cancel confirmed reservations or purchased subscriptions, we reserve the right in our sole discretion to temporarily or permanently suspend or terminate your access to the Service(s).
5.8. Delinquent Accounts. We may suspend or terminate your access to the Service(s) or Properties if any amount associated with your account is due but unpaid. In addition, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.
5.9. Taxes. Sales and use tax, VAT, local hotel occupancy tax, tourist tax, city tax, lodging tax, and other indirect taxes ("Taxes") may be imposed on the amount charged for our Services, Properties, and other products offered in certain jurisdictions. The actual tax amount charged may vary depending on the rates in effect at the time of your Period of Occupancy (defined in Section 6.2). Certain local governmental agencies may require Sonder to collect and remit occupancy taxes based on a percentage of the prices set by Sonder, a fixed amount per day, or some other method.
6. Service(s) and Booked Properties.
6.1. Limited License to the Service(s). Subject to your complete and ongoing compliance with this Agreement, we grant you, solely for your personal (except as expressly provided in this Section 6.1) and non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile application associated with the Service(s) obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer) on a mobile device that you own or control; and (b) access and use the Service(s). Notwithstanding the foregoing, if permissible under the laws applicable to the Service(s) or any Booked Property, you may use the Service(s) for non-personal use only if you are an organization and only to reserve Properties, or enter into a subscription, for or on behalf of your organization's employees, your organization's students, and/or a third party ("Limited Non-Personal Use"), provided that: (i) you enter into a separate written agreement with us that provides additional terms and conditions governing this Limited Non-Personal Use ("Limited Use Agreement") and such use shall be subject to the terms and conditions of this Agreement and the Limited Use Agreement; (ii) you require each employee, student, and/or third party to agree in writing to be bound by this Agreement; and (iii) you remain responsible and liable for all acts and omissions of each such employee, student, and/or third party to the same extent as if such acts and omissions had been undertaken by you.
6.2. Use of Booked Properties.
6.2.1 Limited License to STA/HOTEL Properties. Subject to your complete and ongoing compliance with this Agreement and subject to applicable law, we grant you a limited, exclusive (except as expressly provided in this Section 6.2), non-transferable, non-sublicensable (except as expressly provided in this Section 6.2), revocable license to occupy the specific unit at the specific Property for only the specific period of time that you have reserved under a STA/Hotel Reservation for personal (except as expressly provided in this Section 6.2) and non-commercial purposes only and for the maximum number of occupants permitted by us, as confirmed in writing by us (a "Confirmation") and provided by us to you by email or other means (such specific type of reserved Property, the "STA/Hotel Property" and such specific reserved period of time, the "STA/Hotel Period of Occupancy") and the right of ingress and egress to and from the STA/Hotel Property. For the avoidance of doubt, we are not obliged to make the STA/Hotel Property available, and a binding contract with respect to the STA/Hotel Property is not in place, until such time as you receive the foregoing Confirmation (at which point your reservation is deemed "completed"), and in no event shall you have any rights to renewal, extension, or recurring use of the STA/Hotel Property. You hereby agree to direct any repair, maintenance, and other operational questions, requests, or complaints to Sonder at the contact information located at https://www.sonder.com/help and shall not direct any such communications to any Landlord or other non-Sonder personnel.
6.2.2 Limited Right to Use Extended Stay Properties. This Agreement shall not provide permission or the right to enter or use any Property that is the subject of an Extended Stay Reservation unless and until you enter into an Extended Stay Agreement or you receive a Confirmation from us identifying the applicable Property. For the avoidance of doubt, we are not obliged to make the Extended Stay Property available until such Extended Stay Agreement has been fully executed by you or you have received a Confirmation from us. The Extended Stay Agreement or Confirmation shall contain the terms of the applicable reservation, including the specific unit at the specific Property that is the subject of the reservation (the "Extended Stay Property") and the term of the reservation (the "Extended Stay Period of Occupancy"). In no event shall you have any rights to renewal, extension, or recurring use of the Extended Stay Property, except as required by law. You hereby agree to direct any repair, maintenance and other operational questions, requests, or complaints to Sonder at the contact information located at https://www.sonder.com/help and shall not direct any such communications to any Landlord or other non-Sonder personnel.
6.2.3 Limited Right to Use Subscription Properties. This Agreement shall not provide permission or the right to enter or use any Property that is the subject of a subscription unless and until you enter into a Membership Agreement identifying the applicable Property. For the avoidance of doubt, we are not obliged to make the Subscription Property available until such Membership Agreement has been fully executed by you and us. The Membership Agreement shall contain the terms of the applicable subscription, including the specific unit at the specific Property that is the subject of the subscription (the "Subscription Property", and, together with a STA/Hotel Property, and an Extended Stay Property, each a "Booked Property"), the term of the subscription (the "Subscription Period of Occupancy" and, together with a STA/Hotel Period of Occupancy, and an Extended Stay Period of Occupancy, each a "Period of Occupancy"), any rights of transfer and entry by us or any third parties. In no event shall you have any rights to renewal, extension, or recurring use of the Subscription Property, except as required by law. You hereby agree to direct any repair, maintenance and other operational questions, requests, or complaints to Sonder at the contact information located at https://www.sonder.com/help and shall not direct any such communications to any Landlord or other non-Sonder personnel.
6.2.4 Notwithstanding the foregoing: (a) you may sublicense or permit a third party to use the Booked Property for Limited Non-Personal Use only provided you meet the conditions set forth in Section 6.1(i)-(iii).
6.2.5 We reserve the right at all times during the Period of Occupancy to enter and to permit other individuals to enter the Property at any time in the following circumstances or for the following purposes, subject to applicable law: (i) in response to your written or verbal request, upon your consent, or as necessary to provide the Service(s) to you; (ii) to investigate, address, or prevent any actual or reasonably suspected or foreseeable past, current, or impending unlawful activity or damage to the Property (you expressly agree that we have the right to document by photograph, video, or otherwise any such damage, and/or compliance with this Agreement and compliance with the House Rules that we post on our website, which may be updated from time to time (the "House Rules"), subject to and in compliance with the Privacy Policy, during such entry); (iii) to prevent or mitigate bodily harm to you or others that we reasonably expect has occurred or may occur; (iv) upon your breach or suspected breach of any provision of this Agreement, provided that we give you prior notice (e.g., by email, phone, text message, or knocking on the door); (v) for any purpose (including for repair and maintenance and to examine or show the same), provided that we give you reasonable notice (e.g., by email, phone, text message, or knocking on the door); (vi) to cooperate with requests from law enforcement officials to enter the Property; (vii) where we believe reasonably necessary to protect the personal safety, rights, or property of us, you, any third party, or to prevent fraud or other unlawful activity; and/or (viii) at any time that may be necessary or advisable in our sole discretion, such as in the event of an emergency.
6.3. Feedback License to Us. If you choose to provide suggestions or any other input regarding problems with, proposed modifications or improvements to, or any other aspect of the Service(s) or Properties ("Feedback"), then you hereby grant us an unrestricted, worldwide, perpetual, irrevocable, non-exclusive, freely transferable and sublicensable (including through multiple tiers), royalty-free, and fully-paid right and license to exploit the Feedback in any manner and for any purpose with no obligation or accounting to you, including to improve the Service(s) and Properties and create other products and services.
7. Restrictions and Responsibilities.
7.1 Compliance with Law. If you are prohibited under applicable law from using any of the Service(s) or Properties (including Booked Properties), you may not use them. You understand and agree that you are solely responsible for compliance with any and all laws, rules, and regulations that may apply to your use of the Service(s) and/or Properties. We shall comply with the requirements of the Fair Employment and Housing Act and shall not discriminate based upon any of the protected categories covered in such Act where applicable.
7.2. Use of Amenities. You and your occupants, guest(s), visitors, invitees and any other parties to whom you give access to or use of any Property, including the Booked Property (collectively and individually, "Your Guests") may use only the Booked Property amenities (e.g., fitness room and gym equipment) expressly made available by us for the common and joint use of Sonder's members, guests and residents in the applicable Property (collectively, the "Amenities"). Access to such Amenities is not guaranteed and may be limited, revoked, or suspended from time to time. You agree to comply and ensure all of Your Guests' compliance with all applicable rules with respect to your and Your Guests' use of such Amenities. You understand and agree that use of such Amenities may be suspended if you or any of Your Guests violate any such rules. You shall be responsible for any damage to such Amenities that you or any of Your Guests cause. ANY USE OF SUCH AMENITIES IS AT YOUR AND YOUR GUESTS' OWN RISK AND YOU AND YOUR GUESTS RELEASE, DISCHARGE, AND COVENANT NOT TO SUE ANY SONDER ENTITIES (DEFINED BELOW) IN CONNECTION WITH ANY USE OF SUCH AMENITIES. YOU AGREE THAT, AT OUR REQUEST AT ANY TIME, YOU AND/OR YOUR GUESTS WILL EXECUTE AND DELIVER A COMMERCIALLY REASONABLE FORM OF WAIVER AND RELEASE TO CONFIRM THE WAIVER AND RELEASE SET FORTH HEREIN AND THAT YOUR AND/OR YOUR GUESTS' USE OF THE AMENITIES MAY BE CONDITIONED ON YOUR AND/OR YOUR GUESTS' EXECUTION AND DELIVERY OF SUCH WAIVER AND RELEASE.
7.3. Use of On-Site Services. We may, but shall not be obligated to, offer On-Site Services for an additional fee from time to time, such as cleaning, babysitting, local tours, parking and special events. If so offered by us and so requested by you, we will mutually agree on the dates and times for such services and we and/or the applicable third party service provider shall have the right to enter the Booked Property to perform such services. To the extent that we offer and you request or use any such services, you hereby agree to comply and ensure all of Your Guests' compliance with all of the applicable rules with respect to your and Your Guests' use of such services. You understand and agree that your and Your Guests' use of such services may be suspended if you or any of Your Guests violate any such rules. You shall be responsible for any damage that you or any of Your Guests cause. ANY USE OF ON-SITE SERVICES IS AT YOUR AND YOUR GUESTS' OWN RISK AND YOU AND YOUR GUESTS RELEASE, DISCHARGE, AND COVENANT NOT TO SUE ANY SONDER ENTITIES (DEFINED BELOW) IN CONNECTION WITH ANY SUCH SERVICES. YOU UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. YOU AGREE THAT, AT OUR REQUEST AT ANY TIME, YOU AND/OR YOUR GUESTS WILL EXECUTE AND DELIVER A COMMERCIALLY REASONABLE FORM OF WAIVER AND RELEASE TO CONFIRM THE WAIVER AND RELEASE SET FORTH HEREIN AND THAT YOUR AND/OR YOUR GUESTS' USE OF THE ON-SITE SERVICES MAY BE CONDITIONED ON YOUR AND/OR YOUR GUESTS' EXECUTION AND DELIVERY OF SUCH WAIVER AND RELEASE.
7.3.1 Additional Terms Related to On-site Storage. Certain Properties may offer you and Your Guests the use of storage lockers or other secured areas for purposes of storing belongings prior to or after the Period of Occupancy (collectively "On-Site Storage"). The following terms and conditions apply to your and Your Guests' use of On-Site Storage:
7.3.1.1 We are providing On-Site Storage to you and Your Guests alone, as an accommodation, and we undertake no special duties of care with respect to such On-Site Storage.
7.3.1.2 You may only use On-Site Storage for storage of your personal items prior to check in (starting at 8 AM on the first day of your Period of Occupancy) and after check out (until 10 PM on the last day of your Period of Occupancy). On-Site Storage may not be used for storage during your Period of Occupancy or outside of the designated hours (8 AM - 10 PM).
7.3.1.3 You shall not make any alteration to the On-Site Storage facilities without our express written authorization.
7.3.1.4 We shall not be liable for any damages or loss you or Your Guests incur with respect to the items stored in On-Site Storage as a result of theft, disappearance, vandalism, fire, water, leaking pipes, rain, electrical malfunction, explosion, any act of God or any other situation outside of our control. Any loss or damage to, or theft of, your or Your Guests' property must be reported to us.
7.3.1.5 You and Your Guests are strictly prohibited from storing the following items in On-Site Storage: (i) revolvers, firearms, weapons, copies or imitations of weapons, knives or any other type of handheld weapon, ammunition, illegal drugs, explosives or flammable substances, welding equipment, perishable food substances, chemical, toxic or hazardous materials or any other inherently dangerous substance; (ii) items that are not legal to possess and/or store; and (iii) any other items stored in violation of any order or requirement imposed by any government agency or in violation of any law.
7.3.1.6 All items left in On-Site Storage are subject to inspection and/or examination by Sonder and/or law enforcement officials at any time and without prior notice or your or Your Guests' presence. All personnel of Sonder and building security, including, but not limited to, employees, agents, and/or contractors shall be held harmless for performing such duties or following the written or verbal orders of any governmental authority.
7.3.1.7 In the event that you lose your code or there is a malfunction to the entry into the On-Site Storage, we will require positive identification from you.
7.3.1.8 We reserve the right at any time to remove any items from On-Site Storage that have been stored in violation of these terms, subject to applicable law.
7.3.2. Additional Terms Related to Parking. Certain Properties may offer you and Your Guests space for a personal vehicle in a parking lot during the Period of Occupancy ("Parking"). Parking may include paid parking ("Paid Parking") and valet parking services. The following terms and conditions apply to your use of Parking:
7.3.2.1. You acknowledge and agree that we are not liable for any loss or damage that may occur to your or Your Guests' vehicle(s) or possessions while parked at our Parking facilities, including, without limitation, damage to, destruction, or theft of the parked vehicle or movable/built-in property in the vehicle or items mounted to or on the vehicle. You must notify us immediately of any damage to your or Your Guests' vehicle(s) or possessions.
7.3.2.2. You and/or Your Guests may utilize Parking starting at your check-in time (on the first day of your Period of Occupancy) and ending at your check-out time (on the last day of your Period of Occupancy).
7.3.2.3. After expiration of your Period of Occupancy, we may have your or Your Guests' vehicle removed from the Parking area at your expense.
7.3.2.4. Vehicles may only be parked within designated parking spaces. They may not be parked in the areas reserved permanently for others and marked as such. We are authorized to remove your or Your Guests' vehicle that has been improperly parked at your expense.
7.3.2.5. The following terms apply to Paid Parking: (i) Paid Parking must be reserved in advance for the entire Period of Occupancy; and (ii) Paid Parking is non-refundable and valid only for the Period of Occupancy. Sonder may change the terms in this paragraph at any time in its sole discretion.
7.3.2.6. Where you or Your Guests utilize the services of a valet or other third-party to transport your or Your Guests' vehicle to or within a Parking facility, we are not liable for any loss or damage that may occur to your or Your Guests' vehicle or its contents while the vehicle is in the possession of such third-party, including, without limitation, damage to, destruction or theft of the vehicle or movable/built-in property in the vehicle or items mounted to or on the vehicle.
7.4. Obligation to Maintain. You shall keep all interior portions of the Booked Property, and all furniture and decorations within the Booked Property, in good, clean, and sanitary condition, including free from all pests (such as, without limitation, bedbugs, cockroaches, mice and rats), and in proper working order throughout the applicable Period of Occupancy. Should any component fail to operate (including any appliance, plumbing, electrical, etc.), it is your responsibility to promptly contact us at the contact information located at https://www.sonder.com/help as soon as a problem is detected.
7.5. Prohibited Conduct. In addition to all other rules and restrictions contained in the Agreement (including in any Additional Terms such as any applicable Order Form, Confirmation, Membership Agreement, Extended Stay Agreement and/or House Rules), in connection with your use of the Service(s) and Properties, you may not and you agree that you will not (except and solely to the extent such restriction is impermissible under applicable law):
7.5.1. Use the Service(s) or any Property for any illegal purpose or in violation of any local, state, national, or international law (e.g., you may not use your, our, or a third-party Internet connection or device on any of our Properties to illegally download or share files through BitTorrent, other peer-to-peer protocols, or otherwise);
7.5.2. Impersonate any individual or organization, or falsify or otherwise misrepresent yourself (including your age or date of birth) or your affiliation with any individual or organization;
7.5.3. Register for more than one Sonder account or Register on behalf of an individual other than yourself, except as expressly permitted under a Limited Use Agreement between you and us;
7.5.4. Use the Service(s) or any Property for any commercial or other purpose that is not expressly permitted under this Agreement (for the avoidance of doubt, you may not resell or transfer to any other individual or organization any reservation or subscription you make or enter into with us, except as expressly permitted under a Limited Use Agreement between you and us), or make false, fraudulent, or speculative reservations or subscriptions;
7.5.5. Reproduce, distribute, publicly display, or publicly perform any aspect of the Service(s) or make modifications to any aspect of the Service or any Property;
7.5.6. Bring into or onto any Property any illegal, dangerous or hazardous substance or item (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);
7.5.7. Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Service(s);
7.5.8. Use, display, mirror, or frame any aspect of the Service(s) (including any layout or design of any webpage or form contained therein), our name, or any of our trademarks, logos, or other proprietary information, without our express written consent;
7.5.9. Copy, store, or otherwise access any information accessible through the Service(s) or any Property for purposes not expressly permitted under this Agreement;
7.5.10. Use manual or automated software, devices, scripts, robots, or other means or processes to access, "scrape," "crawl," or "spider" any web pages or other services contained in the Service(s) or to otherwise collect information or interact with the Service(s);
7.5.11. Systematically retrieve data or other content from the Service(s) to create or compile, directly or indirectly, in one or more downloads, a collection, compilation, database, directory, or the like, whether by manual or automated methods;
7.5.12. Interfere or tamper with, circumvent, damage, or test the vulnerability of any aspect of the Service(s) or Properties (including any physical item therein), whether by manual or automated methods, including through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing of email address information, or similar methods or technology;
7.5.13. Infringe, misappropriate, or violate the rights of any individual or organization, including their intellectual property rights (including rights to trade secrets and moral rights), or their privacy, publicity, confidentiality, contractual, property, or other rights;
7.5.14. Use the Service(s) or any Property to transmit, distribute, post, or submit any information concerning any other individual or organization without such individual's or organization's permission, including photographs, personal contact information, or credit, debit, calling card, or other account numbers;
7.5.15. Engage in any conduct that: (i) would give rise to civil liability; (ii) is fraudulent, false, misleading, or deceptive; (iii) is defamatory, obscene, pornographic, vulgar, or offensive; (iv) promotes or constitutes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group or otherwise threatens or embarrasses any individual or group; (v) is violent or threatening or promotes violence or actions that are threatening to any other individual or organization; (vi) promotes illegal or harmful activities or substances; or (vii) is restricted or prohibited by or under any of our Additional Terms (defined in Section 19.5);
7.5.16. Perform any activity or create any condition in or on any Booked Property, Amenities, or Property that could create a nuisance, annoyance, or disturbance to any other residents or neighbors of surrounding properties.
7.5.17. Attempt to do any of the foregoing or assist or advocate, encourage, permit, or assist any third party (including Your Guests) in doing any of the foregoing.
7.6. Safety Features.
7.6.1. Safety Features for STA/Hotel Reservations. You acknowledge and agree that the Properties may contain certain safety features such as smoke detectors, smoking detectors, carbon monoxide detectors, fire alarms, or sound level monitoring units as may be required by law, you consent to our use of these safety features, and you agree not to interfere or tamper with these features (as prohibited under Section 7.5.12). You agree to immediately report any problems or need for maintenance or repairs to us. We have a right to enter the STA/Hotel Property to check and maintain these safety features as provided by law. It is expressly understood that you must not, at any time, disable or remove any installed safety feature, and to do so shall be considered a material breach of this Agreement and will be just cause for termination of this Agreement and your removal from the Property.
7.6.2. Safety Features for Extended Stay Reservations. You acknowledge and agree that the Properties may contain certain safety features such as smoke detectors, smoking detectors, carbon monoxide detectors, fire alarms, or sound level monitoring units as may be required by law, you consent to our use of these safety features, you agree not to interfere or tamper with these features (as prohibited under Section 7.5.12), and you shall be responsible for testing any such safety features (except any sound level monitoring units) weekly and immediately reporting any problems or need for maintenance or repairs to us. If battery operated, you are responsible for changing the (e.g., smoke detector's or fire alarm's) battery as necessary, or immediately reporting to us the need for assistance in changing such battery. We have a right to enter the Extended Stay Property to check and maintain these safety features as provided by law. It is expressly understood that you must not, at any time, disable or remove any installed safety feature, and to do so shall be considered a material breach of this Agreement and will be just cause for termination of this Agreement and your removal from the Property.
7.6.3. Safety Features for Subscription Reservations. You acknowledge and agree that the Properties may contain certain safety features such as smoke detectors, smoking detectors, carbon monoxide detectors, fire alarms, or sound level monitoring units as may be required by law, you consent to our use of these safety features, you agree not to interfere or tamper with these features (as prohibited under Section 7.5.12), and you shall be responsible for testing any such safety features (except any sound level monitoring units) weekly and immediately reporting any problems or need for maintenance or repairs to us. If battery operated, you are responsible for changing the (e.g., smoke detector's or fire alarm's) battery as necessary, or immediately reporting to us the need for assistance in changing such battery. We have a right to enter the Subscription Property to check and maintain these safety features as provided by law. It is expressly understood that you must not, at any time, disable or remove any installed safety feature, and to do so shall be considered a material breach of this Agreement and will be just cause for termination of this Agreement and your removal from the Property.
7.6.4. Security. You acknowledge and agree that certain security measures may be provided by us in connection with the Properties. We reserve the right to commence, expand, reduce or discontinue any such security measures at any time without notice to you.
7.7. Damaged Property. You are responsible for leaving any Property including the Booked Property in the same condition it was in when you arrived and for following all related Additional Terms applicable to your stay at a Booked Property. You acknowledge and agree that you are responsible for your, Your Guests', and your and their pets' own acts, omissions, negligence, and willful misconduct. If we reasonably believe that you, Your Guests, or your or their pets have damaged a Booked Property or any Property or damaged or removed or stolen any physical item therein ("Damaged Property"), we will provide you with reasonable notice and evidence of such damage or suspected removal or theft and will give you two (2) business days to respond to our claim. After this time period, we will be automatically entitled to charge the Applicable Payment Method for the full amount of any lost revenue that we incur as a result of the Damaged Property and the full amount of the greater of the costs and fees actually incurred by us or that we reasonably expect to incur for fixing or replacing the Damaged Property (which may include replacing damaged items with equivalent items) ("Damaged Property Fee"). Additionally, if you, Your Guests, or your or their pets have damaged a Booked Property or any Property or damaged or removed or stolen any physical item therein we may terminate this Agreement and remove you and any and all of Your Guests from the Booked Property and any Property. We reserve at all times the right to fix the Damaged Property in the manner of our choosing and to pursue in our sole discretion any and all avenues available to us to collect from you the Damaged Property Fee. For example, we may exercise the foregoing right by fixing the Damaged Property over an extended period of time, charging the Applicable Payment Method the sum total of the Damaged Property Fee up front or in installments, or by making one or more claims under your homeowner's, renter's, and/or other insurance policy, and you agree to cooperate with and assist us in good faith, and to provide us with such information as we may reasonably request in order to successfully make such claim.
7.8. Your Personal Items. We are not responsible for any of your property or personal items (collectively, "Personal Items") either during the term of this Agreement or that you may leave in any of the Properties after the expiration or earlier termination of this Agreement. Prior to the expiration of the applicable Period of Occupancy, you must remove all of your Personal Items from all applicable Booked Properties and any Property. If you have not done so, and after using commercially reasonable efforts to provide you with reasonable notice, we will be entitled to remove, store, and/or dispose of any Personal Items remaining in any of our Properties in accordance with applicable law, and you waive any claims or demands regarding such Personal Items or our handling of them. You will be responsible for paying any fees reasonably incurred by us regarding such removal, storage, and/or disposal. We recommend that you consider obtaining renter's insurance or personal property insurance to protect against any damage to or loss of your Personal Items.
7.9. Investigation and Prosecution. We reserve at all times the right to investigate and prosecute any breach of any provision of this Agreement to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who breach any provision of this Agreement. You acknowledge that we have no obligation to monitor your access to or use of the Service(s) or Properties but have the right to do so for the purpose of operating the Service(s), to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.
8. Ownership; Proprietary Rights. The Service(s) are owned and operated by us. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service(s) ("Materials") provided by us are protected by intellectual property and other laws. All Materials included in the Service(s) are our and/or our third-party licensors' property. Except as expressly authorized by us, you may not make use of the Materials. We reserve all rights to the Materials not granted expressly in this Agreement.
9. Third-Party Terms. We may provide tools or features through the Service(s) that enable you to interact with, including export information to, third-party websites or services, including through features that allow you to link your Sonder account with an account on a third-party website or service, such as Twitter, Facebook, or a third-party payment processor, or through our implementation of third-party buttons (such as "like" or "share" buttons). By using one of these tools or features, you agree that we may transfer such exported information to the applicable third-party website or service. Third-party websites and services are not under our control, and, to the fullest extent permitted by law, we are not responsible for any third-party service's use of your exported information. You acknowledge and agree that such interactions with third-party websites or services may be governed by one or more third parties' terms, conditions, and/or policies.
10. User Content.
10.1. User Content Generally. Certain features of the Service(s) may permit users to submit content to the Service(s), including messages, reviews, ratings, and other types of works ("User Content") and to publish User Content on the Service(s). You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service(s).
10.2. Ratings and Reviews. Within a certain timeframe after completing a reservation, you and other users may provide us with a public review ("Review") and/or rating ("Rating") regarding your or such other user's experience with the Service(s) or at a Booked Property. Reviews and Ratings reflect the opinions of the individual or entity that leaves such Review or Rating, do not reflect our opinion, and may be incorrect or misleading. We may, but are not obliged to, verify any Reviews or Ratings for accuracy. You acknowledge and agree that if you provide a Review or Rating, such Review or Rating must be accurate, may not contain any offensive or defamatory language, may be surfaced anywhere (including publicly) on our Service(s) or a third-party service as permitted by us, and constitute "User Content."
10.3. Limited License Grant to Us. By providing User Content to or via the Service(s), you grant us an unrestricted, worldwide, perpetual, irrevocable, non-exclusive, freely transferable and sublicensable (including through multiple tiers), royalty-free, and fully-paid right and license to exploit the User Content, in whole or in part, in any manner (including in any language or any media formats and through any media channels now known or hereafter developed) and for any purpose with no obligation or accounting to you.
10.4. User Content Representations and Warranties. We disclaim any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service(s). By providing User Content via the Service(s), you affirm, represent, and warrant that:
10.4.1. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize us and our sublicensees to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section 10, in the manner contemplated by us, the Service(s), and this Agreement;
10.4.2. your User Content, and the use of your User Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third party's right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other individual or organization; or (iii) cause us to violate any law, rule, or regulation; and
10.4.3. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
10.5. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish and will not be in any way responsible or liable for User Content. We may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates this Agreement or is otherwise objectionable. You understand that when using the Service(s) you may be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against us with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, we do not permit copyright-infringing activities on the Service(s).
10.6. Monitoring Content. We do not control and do not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service(s) by its users. You acknowledge and agree that we reserve the right to, and may from time to time, monitor any and all information transmitted or received through the Service(s) for operational and other purposes. If at any time we choose to monitor the content, we still assume no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (if applicable).
11. Digital Millennium Copyright Act; DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:
Sonder DMCA Service Provider
Sonder Holdings Inc.
ATTN: Office of the General Counsel (Copyright Notification).
447 Sutter Street, Suite 405 #542
San Francisco, CA, 94108
Email: copyright@sonder.com
Any notice alleging that materials hosted by or distributed through the Service(s) infringe intellectual property rights must include the following information:
11.1. an electronic or physical signature of the individual authorized to act on behalf of the owner of the copyright or other right being infringed;
11.2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
11.3. a description of the material that you claim is infringing and where it is located on the Service(s);
11.4. your address, telephone number, and email address;
11.5. a statement by you that you have a good faith belief that the use of the materials on the Service(s) of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
11.6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
12. Modification of this Agreement. We reserve the right to change this Agreement (including any of the Additional Terms in accordance with those agreements and applicable law) on a going-forward basis at any time. Please check this Agreement periodically for changes. If a change to this Agreement materially modifies your rights or obligations, we may require that you accept the modified Agreement in order to continue to use the Service(s) or any Properties. Material modifications are effective upon your acceptance of the modified Agreement and we will provide you with reasonable notice prior to such changes taking effect. Please discontinue using the Service(s) and any Property if you do not agree to these changes. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 12, this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement.
13. Term, Termination and Modification of the Service.
13.1. Term.
13.1.2. Term for STA/Hotel Reservations. This Agreement as applicable to STA/Hotel Reservations and related Services and Properties is effective beginning when you accept it, or first download, install, or otherwise access or use the Service(s) or Properties for STA/Hotel Reservations, and its term ends when the Agreement is terminated as described in Section 13.2.
13.1.3. Term for Extended Stay Reservations. This Agreement as applicable to Extended Stay Reservations and related Services and Properties is effective beginning when you accept it, when you enter into an Extended Stay Agreement with us that incorporates this Agreement by reference, or when you first download, install, or otherwise access or use the Service(s) or Properties for Extended Stay Reservations, and its term shall end in accordance with Section 13.2. The term and termination of any reservation (and the attendant right to use any Extended Stay Property) shall be as set forth in the applicable Extended Stay Agreement or Confirmation.
13.1.4. Term for Subscription Reservations. This Agreement as applicable to Subscription Reservations and related Services and Properties is effective beginning when you accept it, when you enter into a Membership Agreement with us that incorporates this Agreement by reference, or when you first download, install, or otherwise access or use the Service(s) or Properties for Subscription Reservations, and its term shall end in accordance with Section 13.2. The term and termination of any subscription (and the attendant right to use any Subscription Property) shall be as set forth in the applicable Membership Agreement.
13.2. Termination. To the maximum extent permitted by applicable law, if you violate any provision of this Agreement or if Sonder's lease of, or right to use, any Property terminates or expires for any reason, all of our licenses to you, any permission to use any Property, (including any Booked Property), the Period of Occupancy, and this Agreement (which includes any still active Order Forms) automatically terminate without notice to you and, in addition to the remedies in Section 13.3, we reserve all rights and remedies available to us at law and equity including, without limitation, the right to remove you and Your Guests from any Property. In addition, we may, in our sole discretion, subject to compliance with all applicable law, terminate this Agreement or your account on the Service(s), or suspend or terminate your access to the Service(s), at any time for any reason or no reason, with or without notice.
13.2.1. Termination by You for STA/Hotel Reservations. You may terminate your account and this Agreement as applicable to STA/Hotel Reservations at any time by contacting customer service at privacy@sonder.com and requesting that your account be deleted.
13.2.2. Termination by You for Extended Stay Reservations. You may terminate your account and this Agreement as applicable to Extended Stay Reservations only if and as expressly permitted in the applicable Extended Stay Agreement or Confirmation.
13.2.3. Termination by You for Subscription Reservations. You may terminate your account and this Agreement as applicable to Subscription Reservations only if and as expressly permitted in the applicable Membership Agreement.
13.3. Effect of Termination. Upon termination of this Agreement: (a) all of our applicable licenses to you, any permission or right to use the applicable Properties hereunder, and all applicable Periods of Occupancy automatically terminate and you must immediately cease all use of the applicable Service(s) and, subject to applicable law, the applicable Properties; (b) you will no longer be authorized to access your account or the applicable Service(s) or, subject to applicable law, any applicable Properties; (c) you must pay us any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5, 6.3, 7, 8, 9, 10, 13.3, 14, 15, 16, 17, 18 and 19 will survive.
13.4. Modification of the Service.
13.4.1. Modification of the Service(s) for STA/Hotel Reservations. We reserve the right to modify or discontinue the Service(s) at any time (including by limiting or discontinuing certain features of the Service(s) such as any of our product or Property offerings), temporarily or permanently, without notice to you. We will have no liability for any such change to or discontinuation of the Service(s).
13.4.2. Modification of the Service(s) for Extended Stay Reservations. We reserve the right to modify or discontinue the Service(s) at any time (including by limiting or discontinuing certain features of the Service(s) such as any of our product or Property offerings, but not the Extended Stay Property during the Extended Stay Period of Occupancy except as expressly permitted in the Extended Stay Agreement or Confirmation), temporarily or permanently, without notice to you. We will have no liability for any such change to or discontinuation of the Service(s).
13.4.3. Modification of the Service(s) for Subscription Reservations. We reserve the right to modify or discontinue the Service(s) at any time (including by limiting or discontinuing certain features of the Service(s) such as any of our product or Property offerings, but not the Subscription Property during the Subscription Period of Occupancy except as expressly permitted in the Membership Agreement), temporarily or permanently, without notice to you. We will have no liability for any such change to or discontinuation of the Service(s).
14. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service(s) and Properties, and you will defend and indemnify us and our officers, directors, employees, contractors, consultants, affiliates, subsidiaries, agents, and Landlords (and their property managers, service providers, and agents) (individually a "Sonder Entity" and collectively the "Sonder Entities") from and against every claim brought by a third party, and any related liability, direct or indirect damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with: (a) your, Your Guests', and/or your or their pets' use of, or misuse of, the Service(s) or your, Your Guests', and/or your or their pets' use, occupation, or misuse of the Properties; (b) your or Your Guests' breach or violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law, rule, or regulation (including those put in place by Landlords from time to time); (c) your or Your Guests' infringement, misappropriation, or violation of any third party's right, including any intellectual property rights (including rights to trade secrets and moral rights), or any privacy, publicity, confidentiality, contractual, property, or other rights; (d) any dispute or issue between you and/or Your Guests and any third party; or (e) any injury, death, or damages sustained by any individual or entity, or to the property of the same (including any pets), where such injury, death, or damage is caused by your, Your Guests', or your or their pets' acts or omissions. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
15. Disclaimers; No Warranties.
15.1. THE SERVICE(S), PROPERTIES, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE(S) AND PROPERTIES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE, PROPERTIES, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE AND PROPERTIES, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
15.2. WE DO NOT WARRANT THAT THE SERVICE(S), PROPERTIES, MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE(S) AND PROPERTIES, OR ANY PORTION OF ANY OF THE FOREGOING WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND WE DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
15.3. WE DO NOT MAKE ANY WARRANTY REGARDING THE QUALITY OF ANY ASPECT OF THE SERVICE(S), PROPERTIES, OR MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE(S) OR PROPERTIES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE FOREGOING.
15.4. YOU UNDERSTAND AND AGREE THAT WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACTIONS OF ANY THIRD PARTY (INCLUDING PETS) OR ANY CONDITION OR CIRCUMSTANCE (E.G., CONSTRUCTION) OUTSIDE A PROPERTY. FOR THE AVOIDANCE OF DOUBT, YOU UNDERSTAND AND AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY AND ALL CLAIMS RESULTING FROM THE MISCONDUCT OF ANY LANDLORD, PROPERTY OWNER, PROPERTY MANAGER, OTHER GUEST OR RESIDENT AND THAT SUCH CLAIMS ARE TO BE BROUGHT AGAINST SUCH LANDLORD, PROPERTY OWNER, PROPERTY MANAGER, OTHER GUEST OR RESIDENT DIRECTLY.
15.5. OTHER THAN AS SET OUT IN SECTION 16 BELOW, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE(S), PROPERTIES, ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE(S) OR PROPERTIES, OR ANY SONDER ENTITIES WILL CREATE ANY WARRANTY REGARDING ANY OF THE FOREGOING THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. OTHER THAN AS SET OUT IN SECTION 16 BELOW, WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE(S), PROPERTIES, OR ANY OTHER USER, OR ANY GUESTS, INVITEES, OR PETS, OF THE SAME. YOU UNDERSTAND AND AGREE THAT YOU USE ANY ASPECT OF THE SERVICE(S) AND PROPERTIES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM, MOBILE DEVICE, OR ANY PHYSICAL BELONGINGS USED IN CONNECTION WITH YOUR USE OF THE SERVICE(S) OR PROPERTIES) OR ANY LOSS OF DATA, INCLUDING USER CONTENT, OR ANY LOSS, DAMAGE, OR THEFT OF ANY OF YOUR PROPERTY OR THE PROPERTY OF YOUR GUESTS OR OTHERS KEPT OR STORED IN OR ABOUT THE PROPERTIES OR ANY PERSONAL INJURY OR DEATH OR PET INJURY OR DEATH.
15.6. WE DO NOT CONTROL ANY FEES THAT MAY BE CHARGED TO YOU BY ANY THIRD PARTY RELATING TO ON-SITE SERVICES OR OUR COLLECTION OF ANY FEES THAT YOU OWE US UNDER THIS AGREEMENT, AND WE DISCLAIM ALL LIABILITY IN CONNECTION WITH THE FOREGOING.
15.7. WE MAY USE THE SERVICES OF A REAL ESTATE BROKER, AGENT, REFERRAL SERVICE OR SIMILAR PARTY (THE "BROKER"). YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THE BROKER SOLELY REPRESENTS SONDER AND HAS NO OBLIGATION OR DUTY TO YOU, EXCEPT AS REQUIRED BY LAW AND UNLESS OTHERWISE AGREED IN WRITING BY YOU AND SONDER. IN EITHER CIRCUMSTANCE, YOU HAVE THE SOLE OBLIGATION TO PROTECT YOUR INTERESTS. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THE BROKER SHALL HAVE NO EXPRESS OR IMPLIED RIGHT OR AUTHORITY TO CREATE ANY OBLIGATION ON BEHALF OF SONDER OR BIND SONDER TO ANY CONTRACT, AGREEMENT OR UNDERTAKING. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE BROKER WILL CREATE ANY OBLIGATION, REPRESENTATION OR WARRANTY BY SONDER.
15.8. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. WE DO NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT WE ARE PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
15.9. "WE", AS USED IN THIS SECTION 15 (EXCEPT FOR SECTION 15.4), REFERS TO US AS WELL AS THE APPLICABLE LANDLORD(S), PROPERTY OWNER(S), AND PROPERTY MANAGER(S).
16. Limitation of Liability.
16.1. For Users Outside the UK and EU --
16.1.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY SONDER ENTITY BE LIABLE TO YOU OR YOUR GUESTS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REPUTATION, GOODWILL, INCOME, SALES, REVENUE, BUSINESS, ANTICIPATED SAVINGS, OR DATA, OR FOR BUSINESS INTERRUPTION, WASTED MANAGEMENT OR OFFICE TIME, PROCUREMENT FOR SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE OR INDIRECT LOSS, WHETHER OR NOT ANY SONDER ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
16.1.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (I) YOUR AND YOUR GUESTS' USE OF THE SERVICE(S), ON-SITE SERVICES, PROPERTIES, AND ANY MATERIALS, CONTENT, FURNISHINGS, AND EQUIPMENT AVAILABLE IN OR THROUGH THE SERVICE(S), ON-SITE SERVICES, OR PROPERTIES IS AT YOUR AND YOUR GUESTS' OWN RISK; AND (II) IN NO EVENT WILL ANY SONDER ENTITY BE LIABLE TO YOU OR YOUR GUESTS FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, OR PROPERTY DAMAGE ARISING OUT OF OR RELATING TO YOUR OR YOUR GUESTS' ACCESS TO OR USE OF, OR YOUR OR YOUR GUESTS' INABILITY TO ACCESS OR USE, THE SERVICE(S), ON-SITE SERVICES, PROPERTIES, OR ANY MATERIALS, CONTENT, FURNISHINGS, OR EQUIPMENT AVAILABLE IN OR THROUGH THE SERVICE(S), ON-SITE SERVICES, OR PROPERTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SONDER ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES. ANY USE OF THE SERVICE(S), ON-SITE SERVICES, PROPERTIES, OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE(S) OR PROPERTIES IS AT YOUR AND YOUR GUESTS' OWN RISK AND YOU AND YOUR GUESTS RELEASE, DISCHARGE, AND COVENANT NOT TO SUE ANY SONDER ENTITIES IN CONNECTION WITH ANY SUCH USE.
16.1.3. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE SONDER ENTITIES TO YOU AND YOUR GUESTS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR TO THE USE OF OR ANY INABILITY TO USE ANY SERVICE(S), ON-SITE SERVICES, PROPERTIES, OR ANY MATERIALS, CONTENT, FURNISHINGS, OR EQUIPMENT AVAILABLE IN OR THROUGH THE SERVICE(S), ON-SITE SERVICES, OR PROPERTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO US FOR ACCESS TO AND USE OF THE SERVICE(S), ON-SITE SERVICES, AND PROPERTIES IN THE SIX (6) MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; OR (B) $100.
16.1.4. YOU ACKNOWLEDGE AND AGREE THAT EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT WITH RESPECT TO THE BENEFITS DERIVED. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND IS A SPECIFIC INDUCEMENT FOR US TO ENTER IN THIS AGREEMENT. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
16.2. For Users in the UK and EU--
16.2.1. We are responsible to you only for foreseeable loss and damage we cause. We are responsible to you for loss and damage you suffer, which is a foreseeable result of our breach of the terms of this Agreement and/or our failure to act with reasonable care and skill where required (for example, when providing the Service(s)). We are not liable or responsible for any loss or damage that is not a foreseeable result of our breach of the terms of this Agreement and/or our failure to act with reasonable care and skill.
For reference: in relation to any such breach or failure, loss or damage will generally be "foreseeable" if it is either: (i) obvious that it would happen; or (ii) if, at the time this Agreement is entered into, both you and we knew it might happen.
16.2.2. We are not liable for business losses. The Services are only for private use by you (and Your Guests, where applicable) acting as a consumer(s) and not for any business purposes whatsoever. If you use the Service(s) for any commercial, business or other for-profit purpose(s), to the fullest extent permitted by law and without prejudice to any rights or remedies available to us, we will have no liability to you whatsoever for: (a) any loss of profit, loss of business, loss of business opportunity, loss of reputation or goodwill, loss of income, sales or revenue, loss of anticipated savings, loss or corruption of data, for any business interruption, or wasted management or office time (regardless of whether these types of loss or damage are direct, indirect or consequential); nor (b) any special, indirect or consequential loss or damage whatsoever.
16.2.3. We are not liable for loss or damage that is avoidable or that you cause. We will not be liable or responsible for any loss or damage that is: (a) "avoidable" meaning that that loss or damage is something that you could or should have avoided by taking reasonable actions designed to avoid or mitigate that loss or damage; and/or (b) "caused by you" meaning it happens as a result of your breach of any terms of this Agreement and/or your failure to act with reasonable care and skill where required.
16.2.4. What we do not exclude. Regardless of anything else said in this Agreement, including in Sections 16.2.1 to 16.2.3, nothing in it will limit or exclude our liability for: (a) death or personal injury resulting from our negligence; (b) our fraud or fraudulent misrepresentation; (c) our failure to act with reasonable care and skill; nor (d) any other liability that cannot be excluded or limited by applicable law.
16.2.5. Sections 16.2.1 to 16.2.4 shall apply only if your country of residence is in the UK or the EU.
17. Dispute Resolution and Arbitration.
17.1. Application of this Section 17. This Section 17 shall only apply if your country of residence is outside of the UK and the EU. If you reside in the UK or the EU, please refer to Section 18.2 for provisions relevant to you concerning dispute resolution, governing law and jurisdiction.
17.2. Generally. In the interest of resolving disputes between you and Sonder in the most expedient and cost effective manner you and Sonder agree that, except as described in Section 17.3, every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement or relating in any way to your access to or use of the Service(s), On-Site Services or Properties, including claims and disputes that arose between us before the effective date of this Agreement (each, a "Dispute"), whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory ("Arbitration Agreement"). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of this Agreement.
17.3. Exceptions. Despite the provisions of Section 17.2, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court if such claims qualify and remain in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
17.4. Informal Dispute Resolution. There might be instances when a Dispute arises between you and Sonder. If that occurs, Sonder is committed to working with you to reach a reasonable resolution. You and Sonder agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Sonder therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Sonder that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@sonder.com. Notice to you will be sent to the email address or address associated with your account. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
17.5. Waiver of Jury Trial. YOU AND SONDER HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Sonder are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.3 above.
17.6. Waiver of Class and Other Non-Individualized Relief. YOU AND SONDER AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 17.11, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 17.11 entitled "Batch Arbitration." Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section, "Waiver of Class and Other Non-Individualized Relief," are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Sonder agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in New York County, New York. All other Disputes shall be arbitrated or litigated in small claims court. This Section does not prevent you or Sonder from participating in a class-wide settlement of claims.
17.7. Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Sonder agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). Sonder's address for the Request is: Sonder Holdings Inc., 447 Sutter Street, Suite 405 #542, San Francisco, CA, 94108, Attention: Office of the General Counsel, with a copy to legal@sonder.com. The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Sonder otherwise agree, or the Batch Arbitration process discussed in Section 17.11 is triggered, the arbitration will be conducted in the county where you reside. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.
17.8. Arbitrator. The arbitrator will be either a competent retired judge or a competent attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 17.11 is triggered, the AAA will appoint the arbitrator for each batch.
17.9. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the Section entitled "Waiver of Class and Other Non-Individualized Relief," including any claim that all or part of that Section is unenforceable, illegal, void or voidable, or that that same Section has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the Section entitled "Batch Arbitration," all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the Section entitled "Batch Arbitration." The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
17.10. Attorneys' Fees and Costs. To the maximum extent permitted by law, the parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), in which case the arbitrator may shift fees.
17.11. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Sonder agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Sonder by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of one hundred (100) Requests per batch (plus, to the extent there are less than one hundred (100) Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration"). All parties agree that Requests are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process ("Administrative Arbitrator"). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by Sonder. You and Sonder agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
17.12. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: optout@sonder.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Sonder account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
17.13. Modifications to this Arbitration Provision. Notwithstanding any provision in this Agreement to the contrary, we agree that if Sonder makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Sonder at 447 Sutter Street, Suite 405 #542, San Francisco, CA, 94108, your continued use of the Services or Properties following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or Properties, the provisions of this Arbitration Agreement as of the date you first accepted the Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Sonder will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
17.14. Invalidity, Expiration. Except as provided in Section 17.6, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Sonder as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
18. Governing Law and Jurisdiction
18.1. For Users Resident Outside the UK and EU. This Agreement is governed by the laws of the State of New York without regard to conflict of law principles. You and Sonder submit to the personal and exclusive jurisdiction of the state and federal courts located in New York City, New York for resolution of any lawsuit or court proceeding permitted under this Agreement.
18.2. For Users Resident In the UK or EU.
18.2.1. Governing law. This Agreement is governed by the laws of England and Wales.
18.2.2. Jurisdiction. The courts of England and Wales will have non-exclusive jurisdiction for resolution of any claims or proceedings (whether contractual or otherwise) arising out of or related to this Agreement. This means that you can only bring such claims or proceedings against us: (a) in the courts of your country of residence (for example, if you reside in Spain, you can bring a claim against us before the competent Spanish court); or (b) the courts of England and Wales. If Sonder wishes to enforce any of its rights against you, we may do so only in the courts of your country of residence.
18.2.3. Local law protections. Nothing in the Terms shall deprive you of any mandatory protection you have under the law of the country where you are resident, nor access to the courts in that country. Even though this Agreement is governed by the laws of England and Wales, in relation to any claims or proceedings in the courts of the country in which you are resident, if those courts will not apply the laws of England and Wales, then nothing in these Terms will prejudice the application by such courts of any applicable laws in your country of residence.
18.2.4. European Online Dispute Resolution. In addition, if your country of residence is in the EU, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform. If you are a UK resident, then you cannot use this European Online Dispute Resolution platform.
18.2.5. Application. Sections 18.2.1 to 18.2.4 shall apply only if your country of residence is in the UK or the EU.
19. Miscellaneous.
19.1. General Terms. This Agreement, together with the Privacy Policy (if applicable) and any other agreements expressly incorporated by reference into this Agreement, is the entire and exclusive understanding and agreement between you and Sonder regarding your use of the Service(s) and Properties, and supersedes any previous marketing information, representations or agreements of any kind or nature between the parties relating to the subject matter hereof and whether recorded in writing, or otherwise. You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent, which may be withheld if, for example, we reasonably determine that the potential assignee or transferee is, or is likely to be, a competitor of us, or appears unwilling to or incapable of strictly complying with this Agreement. We may assign or transfer this Agreement, in whole or in part, at any time without notice or consent. The failure to require performance of any provision of this Agreement will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. The waiver by us of any provision of the Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other provision of the Agreement, nor will any custom or practice which may develop between the parties be construed to waive or to lessen our right to insist upon your performance of all the provisions of the Agreement, or support a claim of detrimental reliance by you. The specification in the Agreement of certain acts or omissions as bases for removing you from any Property shall not be construed as limiting our rights to remove you for any other reason allowed by applicable law. Our acceptance of a partial payment of any fees or other amounts owed to us pursuant to this Agreement will not constitute a waiver of our right to the full amount due, nor will our acceptance of fees or other amounts owed to us pursuant to this Agreement paid late ever constitute a waiver of our right to terminate this Agreement and remove you from any Property for such habitual late payment. Use of section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Nothing in this Agreement will affect your statutory rights as a consumer. Throughout this Agreement the use of the word "including" means "including but not limited to". If any part of this Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
19.2. Third Party Rights. This Agreement is between you and us. Except where otherwise provided for in this Agreement or in a Limited Use Agreement, no other person shall have any rights to enforce any of its terms, whether under the UK Contract (Rights of Third Parties Act) 1999 or otherwise.
19.3. Additional Terms. Your use of the Service(s) and Properties is subject to all additional terms, policies, rules, guidelines, or instructions applicable to the Service(s) or Properties or certain features of the Service(s) or Properties that we may post on, link to from, or provide you with in writing (e.g., by email, text message, or posted at or provided in the applicable Property) including through the Service or applicable Property, including any Order Forms (and all exhibits, attachments, and addenda thereto), Confirmations and House Rules available at https://www.sonder.com/house-rules (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.
19.4. Privacy Policy. If you are based outside the UK and EU, Your use of the Service and Properties is also subject to our Privacy Policy that we post on our website, as it may be updated from time to time (our Privacy Policy). Please read our Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. By accepting this Agreement, you agree to the sharing of your personal information in compliance with the Privacy Policy and all applicable law, for the purpose of and in connection with providing the Service(s) to you.
19.5. Consent to Electronic Communications. By using the Service(s) and Properties, you acknowledge that the Service(s) include certain electronic communications from us such as SMS text communications and as further described in our Privacy Policy (if applicable) and you consent to receiving such electronic communications. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Sonder provides concierge support and other services for our guests via SMS on an opt in basis. For more information click here.
19.6. Contact Information. You may contact us at 447 Sutter Street, Suite 405 #542, San Francisco, CA, 94108, Attention: Office of the General Counsel. If you have a question or complaint, you may contact us by sending correspondence to that address or by contacting us at the contact information located at https://www.sonder.com/help.
19.7. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or Properties, or to receive further information regarding use of the Service or Properties.
19.8. No Support. We are under no obligation to provide support for the Service(s) or Properties. In instances where we may offer support, the support will be subject to published policies.
19.9. Force Majeure. We will not be liable to you or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of our obligations, if the delay or failure was due to any cause beyond our reasonable control including but not limited to severe weather, power, or other utility cut-off, burglary, natural disaster, strikes, governmental action, terrorism, war, civil unrest, or other similar events of "force majeure".
19.10. Attorneys' Fees and Expenses. If we are required to engage legal counsel to enforce the conditions of this Agreement, to collect any amounts due, to remove you or your belongings from a Property, you shall be responsible for all lawyers' fees and expenses incurred in connection with the foregoing.
19.11. International Use. The Service(s) and Properties are intended for visitors located within the United States, Canada, Mexico, United Arab Emirates, European Union and United Kingdom. We make no representation that the Service is appropriate or available for use outside of these countries or territories. Access to the Service(s) or Properties from or in countries or territories or by individuals where or for whom such access is illegal is prohibited.
20. United States Export Control & Foreign Assets Control Regulations. You hereby confirm that you are not included on the United Nations list of sanctioned persons, the European Union's list of designated parties, or the United States Treasury Department's Office of Foreign Assets Control list of specially designated nationals and blocked persons (the "OFAC SDN List"). If you are entering into this Agreement on behalf of an entity or organization, you hereby certify that such entity or organization (i) is not owned or controlled by the government of any country that is subject to an economic embargo maintained by the United States Government; (ii) is not not headquartered in any such embargoed country or region; and (iii) is not owned or controlled by any person or legal entity listed on the OFAC SDN List.
21. Notice Regarding Apple. This Section 21 applies only to the extent you are using our mobile application on an Apple-branded product (our "App"). You acknowledge that this Agreement is between you and Sonder only, not with Apple Inc. ("Apple"), and Apple is not responsible for the Service(s) or the content thereof. The license granted to you in Section 6.1 of this Agreement with respect to our App is limited to your use of such App on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service, except that such App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing. Apple has no obligation to furnish any maintenance and support services with respect to the Service(s). If the Service(s) fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service(s). Apple is not responsible for addressing any claims by you or any third party relating to the Service(s) or your possession and/or use of the Service(s), including: (a) product liability claims; (b) any claim that the Service(s) fail to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and/or discharge of any third-party claim that the Service(s) and/or your possession and use of the Service(s) infringe a third party's intellectual property rights. You agree to comply with any applicable third-party terms when using the Service(s). Apple and Apple's subsidiaries are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a " terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.