Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Ohana Platform, you agree to comply with and be bound by these Terms, which have the force of a contract. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OHANA’S WEBSITES OR PLATFORM.

Ohana must draw your attention to several particular provisions of these Terms. First, these Terms limit the extent of Ohana’s liability to you, including by capping the amount of damages you can be awarded to a full refund of any funds you have paid to Ohana for its services (Paragraph 10.1) and releasing Ohana and related parties from many forms of liability (Section 10). Second, if your breach of these Terms or use of the Ohana Platform causes harm to, or imposes costs on, Ohana, you may have to compensate Ohana (Paragraph 5.10). Finally, these Terms require that most disputes between you and Ohana be resolved by arbitration rather than litigation in court (Section 8). These Terms require that the arbitration be done on an individual basis rather than as a group or class (Paragraph 8.3). The other provisions of these Terms, even though they are not highlighted in this paragraph, are no less important and no less legally binding. You should read this entire document carefully and ensure you understand the Terms. To request a copy of these Terms in a language other than English, email support@liveohana.ai.

Introduction

These Terms constitute a legally binding agreement (“Agreement”) between you and Ohana governing your access to and use of the services Ohana offers, including access to and use of Ohana’s websites. Amendments to these Terms become effective 14 days after they are published on Ohana’s website or on the date you expressly accept the amended Terms, whichever occurs first. However, such amendments will not apply retroactively to existing reservations or pending arbitration or judicial proceedings (including those against Ohana) unless all parties to the reservation or proceeding have expressly accepted the amended Terms. These Terms are in addition to Ohana’s “Privacy Policy,” as now in effect and as the same may hereafter be modified or amended. The current Privacy Policy can be found at https://liveohana.ai/privacy_policy.

Parties

You and Ohana are each a “Party” to this agreement, and collectively you and Ohana are the “Parties.”

Ohana

References to “Ohana” in these Terms are to Ohana Housing Co., a corporation established under the laws of Delaware, and to its successors and assigns. In New York, Ohana is known as Ohana Housing Co. Inc. You agree that any actions taken by Ohana’s employees, officers, contractors, or other agents in connection with the services Ohana provides shall be considered actions of Ohana itself, rather than of those employees, officer, contractors, or agents in their respective individual capacities.

You

References to “you” in these terms are to you personally. If you use Ohana on behalf of a corporation, LLC, partnership, or other legal personality or entity (“Legal Entity”), then “you” refers to that Legal Entity as well as to you personally. This Agreement will be binding on you and your successors, representatives, and assigns.

General Definitions

Ohana offers an online marketplace to bring together those seeking short-term living accomodations with those willing to offer such accomodation, and to facilitate their interactions with one another (“the Ohana Platform”). This platform is comprised of various websites and web pages, through which Ohana offers the services described herein. A person offering any “Property” for another person’s use on Ohana is called a “Host.” A person seeking to use a Property for living accomodation is called a “Guest.” Any arrangement through which a Guest arranges with a Host to be able to use a Property is called a “Stay,” and the agreement embodying the terms of that arrangement is called the “Stay Agreement.” The body of law applicable to rentals of residential real property in the place where the Property is located (including federal, state, county, parish, city, or other municipal statutes, regulations, ordinances, common law, or other rules with the force of law) is called the “Local Law.” An “Eligible Stay” is one in which a Guest arranges a Stay at a Property advertised on Ohana, executes an approved Stay Agreement through the Ohana Platform in accordance with Paragraph 5.2, and makes all payments required under the Stay Agreement through Ohana’s Payment Acceptance Service (or in accordance with an Ohana-approved Direct Pay arrangement). For the avoidance of doubt, any form of lease or sublease assignment is not an “Eligible Stay,” regardless of Ohana’s role in facilitating the assignment. Other capitalized terms used herein have the meanings assigned to them when they are introduced.

What Ohana Does (and Does Not) Do

Sublet Finding Platform

As a service, Ohana maintains a platform on which Hosts, who are users independent of Ohana, can post advertisements for Properties. Hosts who advertise the availability of a Property on Ohana are free to advertise the same availability elsewhere. As a further service, Ohana allows Guests, who are users independent of Ohana, to search, filter, and view the advertisements posted by Hosts. Guests who use Ohana to find available properties are free to search for properties elsewhere. To use the Platform, both Hosts and Guests must create an “Ohana Profile” with basic information such as whether they are a Host or a Guest and their name. Except as provided in Paragraph 4.7, Ohana cannot guarantee, and assumes no responsibility for verifying, the accuracy or completeness of the information provided by other users of Ohana’s services in their profiles, advertisements, or elsewhere on the Ohana Platform.

As a service, Ohana may permit Hosts to pay a fee to make an advertisement appear closer to the top of some potential Guests’ search results and/or to be featured as one of the “top picks” in certain newsletters that Ohana sends out to certain Guests. Hosts who use this service acknowledge that any fee paid to be boosted in search results or featured in a newsletter, or for any other benefits that may be associated with being a “top pick” from time to time, are non-refundable. Ohana does not guarantee that any advertisement, including any that is boosted or featured as a “top pick,” will result in a completed booking or will appear in any particular newsletter or in response to any particular search query. Guests acknowledge that certain advertisements may be designated “top picks,” or appear more prominently in search results, because Hosts have paid for this service and that Ohana does not guarantee, or assume any responsibility for, the accuracy or completeness of any advertisement (except as provided in Paragraph 4.7).

Aggregation and Distribution of Advertisements

As a service to Hosts, Ohana may “distribute” advertisements by causing advertisements created on the Ohana Platform to be republished on other websites or platforms to allow them to be seen by a higher number of potential Guests. As a service to Guests, Ohana may “aggregate” advertisements by republishing advertisements from other websites or platforms on the Ohana Platform to enable Guests to see more potentially available Properties. Ohana is not responsible for the content of any advertisements, including those that are aggregated or distributed and those posted directly by Hosts on the Ohana platform.

Communication Service

As a service, Ohana offers a set of tools that Hosts and Guests can use to communicate with one another over the internet, including through multimedia messaging and audio and video calls. These communication services are not encrypted, and Ohana can and does review messages in the course of providing the services described herein. These messages may be saved by Ohana, shared with third parties in accordance with Ohana’s privacy policy, and used to train artificially intelligent systems.

Payment Acceptance Service

All payments must be made in accordance with the deadlines set out in the relevant Stay Agreement or as otherwise provided. Late payments cause substantial damage to Ohana’s reputation and require that it expend significant resources addressing the delinquency. Accordingly, as a user of the Ohana platform, you agree to make all payments to Ohana and to other Ohana users by the due date and, if you fail to do so, to pay Ohana $50 USD in liquidated damages for each full calendar day on which you have an outstanding balance owed to another Ohana user (up to $500 USD) in addition to the amount owed to that user.

Terms of Host’s Appointment of Ohana as Limited Agent to Accept Payments

If you are a Host and are either a resident of the United States or use Ohana’s Payment Acceptance Service in connection with a Stay at a Property in the United States, you agree to the terms of this subparagraph. First, any payment made to Ohana in connection with one of your advertisements will be deemed a payment to you. The payment will be deemed to have been made to you at the time it was made to Ohana, regardless of when or whether Ohana remits the funds to you. You authorize Ohana to issue a receipt to the payee on your behalf which, in addition to standard payment receipt terms, includes a summary of the provisions of this paragraph. In the event that Ohana does not remit payment to you, you agree that your only legal recourse is to proceed against Ohana in accordance with these Terms: in no event may you seek to recover from any payor an amount they have already paid to Ohana in its capacity as your agent, or otherwise seek to hold any payor responsible in any way for Ohana’s failure to remit payment to you, except to the extent that you would be able to do so if the payment had been made directly to you rather than to Ohana as your limited agent.

Limitations on Agency Obligations

If you are a Host and are either a resident of the United States or use Ohana’s Payment Acceptance Service in connection with a Stay at a Property in the United States, you agree to the terms of this subparagraph. To the maximum extent permitted by law, you agree that Ohana’s obligations as your limited agent for the sole purpose of accepting payments on your behalf shall be limited to (1) receiving such payment from payors as Ohana is willing to accept on your behalf, (2) issuing receipts to payors evidencing that payment has been received on your behalf, (3) remitting the amount Ohana actually receives, less any sums you owe to Ohana or that Ohana is required by law to withhold from you, to you promptly upon receipt (which shall be deemed to occur when such payments have finally settled even if the funds are available to Ohana before that date), and (4) keeping accurate accounts of funds received on your behalf and of those remitted to you. To the maximum extent permitted by law, Ohana disclaims, and you voluntarily release Ohana from, any other duties, including those that would otherwise attach to this limited agency relationship by operation of law. Without limitation to the breadth of the foregoing sentence, and without regard to whether the following acts would otherwise be prohibited by operation of law, you expressly agree that Ohana can (1) comingle funds received on your behalf with Ohana’s own funds (even if this causes the funds to appear to third-parties to be Ohana’s property) and with funds received on behalf of third-parties such as other Hosts, (2) take actions that constitute competing with you, including by providing services to other Hosts that are your competitors or to Guests who are counterparties to transactions with you, (3) regard the interests of all Hosts and Guests on the Ohana Platform, without privileging your interests over those of other Hosts or Guests, (4) materially benefit from accepting payments on your behalf, such as by retaining interest earned on the balance of accounts through which funds pass, so long as the full amount paid to Ohana as your agent, less any deductions allowed by these Terms, is duly accounted for and remitted to you promptly; and (5) withhold information from you, notwithstanding any duty of disclosure that would otherwise exist, where Ohana judges that such information is not reasonably necessary for you to determine whether Ohana has remitted to you all payments to which you are entitled. Finally, you agree that Ohana can deduct, from any amount that it is required to remit to you as your agent, any sums that you owe to Ohana (including, but not limited to, under Paragraphs 4.7, 4.8, 5.4, and 5.10) and any sums that Ohana is required to withhold from you by law.

Credit Card and ACH Payments, Refunds, and Disputes

Ohana may allow you to make a payment with a credit card or through the Automated Clearing House (ACH) system. Ohana passes the cost of processing these payments on to its users. In general, users who choose to pay with a credit card will be charged a processing fee of approximately 3%, while users who choose to pay with ACH will be charged a processing fee of approximately 1% (up to $5).

You agree that, if Ohana is ever obliged to refund a payment to you, Ohana may deduct, from the refund, an amount equal to 3% of any payment made by credit card, $5 USD for any ACH payment, or the actual cost to Ohana of processing your payment. Whenever Ohana refunds all or part of a payment made by a Guest through Ohana’s Payment Acceptance Service, including any security deposit, Ohana will direct its payment processor to refund the appropriate portion of the most recent payment(s) made by the Guest in question rather than the specific payment associated with the refund. As such, the refund will be issued to the most recent payment method the Guest has used, whether or not that payment method was the same one used for the payment being refunded. If the Guest believes they are entitled under applicable law to be refunded in a different manner, they must notify Ohana of their preferred refund method and the legal basis for their entitlement to be refunded in that way. Failure to notify Ohana as required by this paragraph shall result in a waiver of any right the Guest may have to be paid in any manner other than that used by Ohana.

You acknowledge that disputing a payment through your bank or credit card issuer is not a legitimate alternative to using the correct processes for seeking refunds or for arbitrating or litigating any dispute you may have with your Host. Frivolous and baseless disputes can cost Ohana time and money and damage our reputation. If you file a dispute with your credit card issuer for a transaction on Ohana, and that dispute is factually or legally without merit, you agree to be liable to Ohana for $500 USD in liquidated damages for Ohana’s wasted staff time and the other harms that credit card disputes cause to Ohana. These liquidated damages are additional to any other sums you owe Ohana, including the original payment you disputed and Ohana’s attorney’s fees, and are available to Ohana in litigation or arbitration to collect unpaid sums even if you prevail in the credit card dispute process. Likewise, if you dispute an ACH payment and your dispute is factually or legally without merit, you agree to pay Ohana liquidated damages of $500 USD in addition to any other sums you owe.

Direct-Pay Arrangements

As with all of the services outlined in these Terms, Ohana reserves the right to decline to offer Payment Acceptance Services to particular users or in connection with particular transactions. On occasion, Ohana may offer to facilitate an alternative form of Stay Agreement in which Guests pay rent directly to Hosts. These will be called “Direct-Pay Arrangements,” and will be subject to the additional terms and conditions set out in this subsection.

Guests hereby acknowledge that, if they agree to enter into a Direct-Pay Arrangement with a Host, they must ensure that they comply with all applicable laws, including any federal, state, or local laws that may require the Guest to withhold a portion of any payment made to a Host and to remit that withheld portion to appropriate tax authorities. Guests should obtain advice from a qualified professional to ensure they understand their legal obligations, especially with respect to payments made to individuals classified as nonresident aliens for tax purposes. Ohana cannot and does not provide tax or legal advice.

Ohana may agree to provide its security deposit services in connection with Direct Pay Stays. Hosts who use Ohana’s security deposit services acknowledge that they will not be able to obtain payments or other distributions from any reservation deposit or security deposit maintained by Ohana unless and until they provide a taxpayer identification number (TIN) issued by the Internal Revenue Service (IRS) and complete such tax forms as Ohana may reasonably require. Hosts acknowledge that Ohana will withhold, from any payments to them, such amounts as Ohana believes it must withhold to comply with applicable laws. For example, Ohana will generally withhold, and turn over to the Internal Revenue Service (IRS), 30% of any payments it makes to a nonresident alien Host in connection with a Property in the United States. Ohana will also withhold such amounts as are required under applicable local law.

Guests who enter into Direct Pay arrangements acknowledge that failure to make timely payments to Hosts will cause substantial damage to Ohana’s reputation and to Hosts’ future willingness to arrange Stays through Ohana. To compensate Ohana for these harms, and for the burden and inconvenience of investigating instances of nonpayment and encouraging Guests to pay, Guests agree to pay Ohana $50 USD in liquidated damages for each full calendar day on which they have an outstanding balance owed to their Host (up to $500 USD) in addition to the amount owed. Guests agree that, to collect amounts due to Ohana under this paragraph, Ohana may charge any credit card, bank account, or other method of payment the Guest has placed on file with Ohana.

The provisions of these Terms authorizing Ohana to determine whether to adjust rent payments based on the Clean Home Standards, or on any addendum to an approved Stay Agreement, and giving such determinations final, binding, and preclusive effect, shall apply to Direct-Pay Arrangements.

Where Ohana agrees to facilitate a Direct-Pay Arrangement, Ohana’s entire service fee is due and payable at the time the Guest makes their reservation deposit to book the Property. Both Hosts and Guests acknowledge that Ohana may deduct the entire service fee from the reservation deposit. If the result of Ohana making such a deduction is that the balance of the reservation deposit, when it converts to a security deposit under these Terms, is less than the amount of the security deposit required under the Stay Agreement, the Guest must replenish the Security Deposit up to the agreed-upon amount within seven days after the Host makes a written demand for replenishment.

Identity Verification Services

Some Users on the Ohana Platform are marked as “Verified Host.” This means that Ohana has used a third-party service to verify that the User can produce an image of a government-issued identity card bearing a name that sufficiently matches the one on the User’s Ohana Profile. An advertisement posted by a “Verified Host” will itself be marked as “Verified Host.” Ohana warrants that accounts marked as “Verified Host” belong to a person whose name is the same as the name displayed in the account’s Ohana Profile. Ohana does not warrant that the person who owns an account marked “Verified Host” has any other attributes, such as that they are a certain age, reside at a certain address, or have any particular legal interest in the Property. Ohana does not represent that any user is a United States resident for tax purposes, that payments may lawfully be made to any user, or that tax withholding from payments is not required for any user.

Security Deposit Services

Security Deposit Collection and Maintenance

As a service, Ohana may agree to receive a “reservation deposit” from the Guest made to induce the Host to enter into a Stay Agreement. If the Host and Guest enter into a Stay Agreement that provides that the Guest shall be required to make a deposit to provide security against the Guest’s violation of that agreement, the reservation deposit shall convert to a “security deposit” at the beginning of the term of the Stay, subject to the following exceptions. First, Ohana may collect any amount owed to it by the Guest from the reservation deposit, and such amounts shall not be considered part of the security deposit. Second, if the Host and Guest will not be using Ohana’s payment acceptance service to make and receive all rent payments due in connection with the Stay, Ohana will deduct the entire service fee owed to it from the reservation deposit, with the balance of the reservation deposit converting to a security deposit at the beginning of the Stay.

Whether a security deposit as described in these Terms is considered a “security deposit” under Local Law, and whether it is therefore subject to the provisions of Local Law pertaining to security deposits, depends on the Local Law. In any event, to the maximum extent permitted by Local Law, you agree that these Terms shall govern the collection, holding, and distribution of security deposits and of all interests therein, and waive any rights or claims you may have that are inconsistent with these Terms. All payments to Ohana, including those intended as security deposits, are subject to the Payment terms set out in Subsection 4.4. Security deposits will be held in an interest-bearing, FDIC-insured account in the United States in Ohana’s name with a bank that has at least one branch in the state where the Property is located (if the Property is located in the United States). Security deposits made by different Guests and to different Hosts may be kept in a single account. You agree that, to the maximum extent permitted by Local Law, Ohana is entitled to retain all interest earned on security deposits, expressly including the entire amount you or your Host would be allowed to retain were it to collect and manage the security deposit directly. You agree that Ohana can deduct sums a Guest owes to Ohana from any security deposit refund Ohana would otherwise make to that Guest.

Security Deposit Evidence Collection and Storage

As a service, Ohana may enable Hosts to take photographs and write descriptions of the Property immediately before and immediately after a Guest’s Stay. Likewise, Ohana may allow Guests to take photographs and write descriptions of the Property at the beginning and end of their Stay. If such photographs and/or descriptions are uploaded to Ohana’s servers through the Ohana Platform, Ohana will retain such photographs and/or descriptions at least until the security deposit has been distributed under Subparagraph 4.6.3. Ohana will produce all of the photographs taken and descriptions written by both the Host and the Guest to either party at its request. Ohana will also produce the pictures taken and descriptions written to any arbitrator or appellate arbitrator appointed under Subparagraph 4.6.4 to resolve a dispute between the Host and the Guest.

Security Deposit Distribution

After the Stay for which a deposit was given has concluded or terminated, or at any other time when Local Law requires the security deposit to be distributed, Ohana will distribute the security deposit to the appropriate person or persons as required by Local Law and the terms of the Stay Agreement. The Host will have the lesser of one week or the maximum amount of time permitted under Local Law to provide notice to Ohana and the Guest that the Host intends to claim all or part of the security deposit (“Claim Notice”). If the Host does not provide a timely Claim Notice to Ohana, the entire security deposit will be returned to the Guest. If Local Law requires the Host to provide any claim or documentation to the Guest before withholding any part of the security deposit, the Host must do so prior to, or simultaneously with, providing its Claim Notice to Ohana for Ohana to be allowed to withhold the security deposit. If the Host provides a timely Claim Notice to Ohana with all attachments required by the Local Law, Ohana will withhold the claimed portion of the security deposit from the Guest pending either an arbitral award made under Subparagraph 4.6.4 or an order from a court of competent jurisdiction determining how the security deposit ought to be distributed.

Host-Guest Dispute Arbitration

You acknowledge that litigation in court, including in small claims court or courts that use summary procedures for landlord-tenant matters, can be expensive (relative to the value of a security deposit or the rent due for a short-term Stay), time-consuming, burdensome for all parties to a case, and slow (such that claims are not finally resolved for months or even years). To ensure a just, speedy, and inexpensive disposition of disputes between hosts and guests, Ohana offers an arbitration service to finally decide disputes between hosts and guests that relate to or arise out of a Stay arranged through Ohana (excluding any action for possession of any Property or any claim for wrongful death or for personal injury plausibly alleged to have caused damages in excess of $100,000 USD). The arbitrator shall decide any question of arbitrability. By using Ohana’s Security Deposit Services, you agree to submit all claims against a security deposit held by Ohana to final and binding arbitration, administered by Ohana according to the version of its Host-Guest Dispute Resolution Rules (“HGDRRs”) in effect at the time the arbitration is initiated, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The current rules can be found at https://liveohana.ai/host-guest-dispute-rules.

You acknowledge that, in the interest of minimizing the costs to both parties and resolving claims expeditiously, the HGDRRs limit the types and amount of evidence and argument that can be offered to support or defend against a claim. Decisions will be made by an arbitrator appointed by Ohana rather than by a judge. In light of the relatively low value and relative simplicity of the claims arising from these transactions, you acknowledge that it is appropriate for Ohana to appoint an arbitrator who would not be suitable for more complex or higher-value disputes. The only requirements for the arbitrator are that the arbitrator must, in Ohana’s reasonable judgment, (1) be a legal adult, (2) be fluent in the English language (or, if all parties consent to the arbitration being conducted in another language, that language), and (3) not have any conflict of interest that would render the award unenforceable under the Local Law. Furthermore, if the arbitrator is an officer or employee of Ohana, or owes Ohana a duty of loyalty, and any question arises in the arbitration as to whether a party must reimburse Ohana for any portion of the cost of the arbitration due to the party’s improper conduct, the arbitrator shall delegate final decision making authority as to that question to somebody who is eligible to serve as an arbitrator under this paragraph but who is not an officer or employee of Ohana and does not owe Ohana a duty of loyalty.

In the arbitration process, there will be no jury trial, the rules of evidence that would govern a case in court will not apply, and the arbitrator will be entitled to decide the case based on written submissions of evidence and argument without a live hearing. There is no right to appeal the arbitrator’s decision except as expressly provided in the HGDRRs. You agree that Ohana will distribute any security deposit that is subject to a dispute in accordance with the arbitrator’s decision regardless of whether the award made by the arbitrator is confirmed by a court. Additionally, you agree that Ohana may withhold any funds that are due to you while the arbitration is pending. You agree that any notices, pleadings, or other documents required to be served on you, including under the Local Law, may be served on you electronically by email (to the address registered to your Ohana account) and/or by electronic message through your Ohana account, regardless of whether this would be considered an acceptable method of service for such a document under the Local Law.

The arbitrator will have the power to compel testimony and the production of evidence to the maximum extent permitted by law and to impose financial and procedural sanctions for bad faith and misconduct in the arbitration proceeds. The legal seat of the arbitration will be the location of the Property to which the underlying Stay Agreement related unless that location is outside the United States, in which case the legal seat will be New York, New York, USA.

The HDGRRs provide a limited right to appeal arbitral decisions to an arbitrator who is a licensed lawyer (though not necessarily one licensed in the jurisdiction where the dispute arose or whose law governs the dispute). The HGDRRs may provide that a party must make an “appeal deposit” to exercise this right to appeal. If making the appeal deposit will result in substantial hardship, a party wishing to appeal may request a fee waiver by expressly asking for one and detailing the nature of the hardship at the time they appeal. The requesting party bears the burden of proving that they qualify for a fee waiver under the indigency standards of the housing court where the Property is located. At the time of request, the party must submit: (1) a financial affidavit provided under penalty of perjury detailing gross monthly income, assets (including bank accounts), monthly expenses, debts, dependents, and all sources of support (including familial contributions for tuition, rent, or other costs) and (2) supporting documents including (i) two recent pay stubs or employment records if employed, (ii) most recent federal tax return (or equivalent if unavailable); and (iii) proof of public assistance, if applicable.

The appeal deposit will be refunded to the appealing party if, in the judgment of the appellate arbitrator, the appealing party substantially prevails in the appeal. This limited right to appeal to an appellate arbitrator is the exclusive means of appeal permitted for arbitral decisions and, if no timely appeal to an appellate arbitrator is made, the initial arbitrator’s decision will be final and binding. No appeal whatsoever is permitted from the decision of the appellate arbitrator.

Accurate Advertisement Promise (for Guests) and Obligation (for Hosts).

Ohana recognizes that fraudulent listings are a serious problem in the rental market and, to help protect its Guests, offers the Accurate Advertising Promise. If an Eligible Stay turns out to be fraudulent, and the Guest reports the fraudulent Stay to Ohana and vacates the Property within 24 hours of discovering the condition that renders the Stay fraudulent, Ohana will refund to the Guest any funds Ohana has collected from the Guest, except that, if the Guest was in possession of the Property for more than 24 hours, Ohana will deduct a pro rata share of the rent, on a daily basis, representing the time between when the Guest took possession of the Property and when the Guest vacated it. Ohana will also make reasonable efforts to help the Guest find other suitable lodging for the remainder of the term of the Eligible Stay.

A Stay will be considered fraudulent (triggering the consequences described in this paragraph) only if (1) the Host is unable to give the Guest actual possession of the Property, (2) images in the advertisement when the Guest entered into the Eligible Stay were not genuine photographs of the Property (or of a materially identical room in the same building), or were otherwise edited or manipulated such that they materially misrepresented the nature or condition of the Property, (3) the Guest is expected or required to share the Property with roommates during the Eligible Stay where the advertisement on Ohana provided that there would be no roommates, or (4) the Guest is expected or required to share the Property with roommates of a particular gender during the Eligible Stay when the advertisement on Ohana listed only roommates of another gender. For the avoidance of doubt, a Stay is not fraudulent merely because the number or identity of roommates changed where the advertisement stated that there would be roommates and the changes did not result in there being a roommate of a gender different from that of all of the roommates identified in the advertisement.

A Host who enters into a fraudulent Stay will be liable to Ohana for any costs Ohana incurs as a consequence of the fraudulent nature of the Stay and for $500 USD in liquidated damages for the administration and processing of the Guest’s claim under this Subparagraph. Nothing in this paragraph should be construed to limit any available legal claims a Guest may have against a Host, such as those for false advertising, misrepresentation, or breach of contract. The fact that a Stay is not fraudulent, such that Ohana’s Accurate Advertisement Promise does not apply, has no bearing on whether it resulted from otherwise-actionable misconduct. If a Host and Guest mutually agree to abide by or alter the Stay Agreement’s terms after the Guest discovers the fraudulent nature of the Eligible Stay, Ohana shall not have any duty to compensate the Guest for the fraudulent Stay.

Clean Home Standards and Standard Rent Adjustments

Ohana’s expectation is that Hosts and Guests will keep the Properties advertised on and rented out through our Platform clean and in good repair. When Hosts turn over possession of a Property to their Guests, and when Guests vacate a Property at the end of their Stay, the Property should be “broom clean,” sanitary, and free of trash and offensive odors. Additionally, unless the Host and Guest agree otherwise, a Host turning over possession of a Property must store or remove all personal items that are not for the Guest’s use or enjoyment. Should either party violate the Clean Home Standards, they will be responsible for paying Ohana $150 USD in liquidated damages to compensate Ohana for the harm to its reputation. This is in addition to whatever amount the party may owe the other party under the terms of their Stay Agreement.

Hosts further acknowledge that Guests who arrange Stays through Ohana expect that the Property will be as-advertised and that needed repairs will be made promptly. To ensure that these expectations are met, Ohana encourages Hosts and Guests to incorporate a “Standard Rent Adjustments” Addendum (“the Addendum”) into their written Stay Agreement. If the Addendum is incorporated into a Stay Agreement approved by Ohana, Hosts acknowledge that Guests may make such deductions from the regular rent amount as Guests are entitled to make based on the terms of the Addendum. Hosts agree not to seek to collect more rent from the Guest than the Guest owes.

Both Hosts and Guests agree that either party to any Stay Agreement that incorporates the Addendum may ask Ohana to determine whether and to what extent a rent adjustment is warranted under the Addendum’s terms and, if Ohana makes such a determination, that determination is final and binding on both the Host and the Guest. Likewise, if either a Host or a Guest who is party to a Stay Agreement asks Ohana to determine whether Ohana’s Clean Home Standards were violated, and Ohana makes such a determination, that determination (and any further determination Ohana makes as to the reasonable cost of having any violation remedied by professional cleaners) is final and binding on both the Host and Guest. No determination made by Ohana under this paragraph shall be reviewable or appealable, including in any action or proceeding before any court or tribunal, except that Ohana may decide to revise its own determination in its sole discretion. Ohana is not required to follow any process in making any determination under this paragraph, though it may decide to refer that determination to an arbitrator for decision in accordance with the Host-Guest Dispute Resolution Rules. Under no circumstances will Ohana be liable to any user for any determination Ohana or any arbitrator makes regarding any application of the Addendum or the Clean Home Standards. Furthermore, both Hosts and Guests acknowledge that, to bring a claim that the other party has violated the Clean Home Standards, the claimant must document the alleged violation(s) with photographic or video evidence prior to remedying the alleged violation(s).

Squatting Protection Program

If, and only if, a Host and any Guest are parties to an “Eligible Stay,” as defined above, and (1) the Host has used Ohana’s Security Deposit Services, (2) Ohana has collected a security deposit from the Guest(s) who is/are party to the Eligible Stay, (3) the total amount of that security deposit is greater than or equal to the greater of $2,000 or one month’s rent (as defined below), (4) the Guest’s identity has been verified by Ohana through its Identity Verification Services (described above), (5) the Ohana-approved Stay Agreement between the Host and the Guest provides that the term of the Guest’s Stay will expire on a fixed date (the “Expiration Date”), (6) the Host and Guest use Ohana's payment acceptance service for all amounts due under the Stay Agreement (e.g. the Host does not accept any rent payments other than through Ohana) and (7) the Property that is the subject of the Eligible Stay is in New York City or California, then the Host and Guest are covered by the Squatting Protection Program described in this section (the “Program”) with respect to the Eligible Stay. The cost of the Program is included in the service fee. If the Property is located New York City, the Guest will be deemed to have paid the entire cost of participating in the Program. If the Property is located in California, the Host will be deemed to have paid the entire cost of participating in the Program. Any Host may decline to participate in this Squatting Protection Program by sending an email to support@liveohana.ai prior to executing the relevant Stay Agreement. Hosts who decline to participate in the Program will not receive any reduction in the service fee compared to Hosts who participate in the Program.

The terms of the Program are as follows. Ohana guarantees to the Host that the Guest will not become a “squatter.” If you are a Host covered by the Program, you acknowledge and agree that your sole remedy against Ohana in the event of a breach of this guarantee (e.g. if the Guest becomes a squatter) is to seek compensation in the amount, through the procedure, and subject to the terms set forth in this section. You understand that Ohana cannot control whether somebody becomes a squatter, and that your costs to remove a squatter may exceed the maximum compensation you can obtain from Ohana as set out in this section. If you are a Guest, you guarantee to Ohana that you will not become a “squatter,” and acknowledge and agree that, if you breach this guarantee (e.g. become a squatter), you will be obligated to indemnify Ohana for any damages it suffers as a result, including payments it makes to the Host under the Program.

For the purposes of the Program, a Guest will be considered a “squatter” if (1) the Guest does not vacate the Property on or before the Expiration Date of the Eligible Stay, (2) the Guest’s failure to vacate is voluntary, (3) the Host did not give the Guest permission to remain at the Property or agree to extend the Guest’s Stay, and (4) the Host has not accepted any payment, tendered by the Guest as a rent payment, after the Expiration Date.

A Guest’s failure to vacate will be considered voluntary unless (1) the Guest reasonably believes they are prohibited by law or regulation from vacating the Property (e.g. if the Guest is ordered by an appropriate authority to quarantine or shelter in place at the Property), (2) a city, state, or national authority with jurisdiction over the place where the Property is located has declared a public emergency and directed that residential tenants cannot be evicted at the expiration of the term of their Stay or for nonpayment of rent, whether or not such direction is legally valid or enforceable, or (3) an overwhelming, unpreventable event caused exclusively by forces of nature makes it infeasible for the Guest to vacate the Property. A Guest’s failure to vacate will only be considered involuntary while the conditions that make it involuntary remain extant or in effect. The Guest will be deemed to have voluntarily failed to vacate the Property on each date when no condition existed which would make such failure involuntary.

To be entitled to compensation under the Program, a Host must both (1) notify Ohana that a covered Guest has become a squatter within seven days of the Expiration Date of the Eligible Stay and (2) make a timely claim against the Guest’s security deposit in accordance with the rules governing Ohana’s Security Deposit Services (set out above). A Host’s failure to notify Ohana in a timely manner that a Guest has become a squatter, or to make a timely claim against the Guest’s security deposit, shall be adequate grounds for Ohana to refuse to compensate the Host. It shall also be adequate grounds for Ohana to refuse to compensate a Host under the Program that the Host did not have a consent or authorization required to enter into the Stay Agreement, such as consent to sublet from the Host's landlord.

A Host whose covered Guest has become a squatter shall be entitled to compensation from Ohana in the amount of (1) one-twentieth of the monthly rent the Guest is obliged to pay under the Stay Agreement for the Eligible Stay for each day on which the Guest was a squatter (e.g. approximately 150% the pro rated rent for those days) less (2) any amount distributed to the Host from the Guest’s security deposit other than as compensation for physical damage to the Host’s property or for nonpayment of rent during the term of the Eligible Stay (e.g. before the expiration date), and only up to the “Maximum Compensation” of double the amount of the monthly rent provided in the Stay Agreement. In no event shall Ohana’s total liability under this Program exceed the Maximum Compensation with respect to any Eligible Stay, regardless of the number of Guests who become squatters or the number of Hosts entitled to compensation. For the purposes of this paragraph, and for the purpose of determining "one month's rent" in the definition of an Eligible Stay, if the Stay Agreement provides for different amounts of rent for different periods, the applicable monthly rent shall be the lowest rent that the Guest is obliged to pay for any portion of the Stay divided by the number of days in that period and then multiplied by thirty.

Beginning within ten business days after the Host notifies Ohana that the Guest has become a squatter, Ohana will make payments every other week to the Host until the Guest is no longer a squatter or Ohana has paid the Maximum Compensation to the Host, whichever comes first. Each payment will be for the outstanding balance Ohana owed to the Host at the close of the business day preceding the day on which the payment is made. In the event that the Host’s claim against the security deposit has not been finally decided by the time Ohana has paid at least half of the Maximum Compensation, Ohana may pause payments until that claim is finally decided (so that Ohana can accurately determine the amount of compensation owed to the Host and avoid overpaying). Payments shall resume within ten business days of when Ohana learns that the Host’s claim against the security deposit has been finally resolved.

You acknowledge that the Program is not an insurance policy, that Ohana is not an insurer, and that Ohana is not regulated by the New York Department of Financial Services or California Department of Insurance. Ohana does not comply with regulations that apply only to insurers (including those intended to ensure that financial guaranty insurers have adequate reserves to pay those to whom they make guarantees). The guarantees Ohana makes under the Program are merely incidental to Ohana’s business facilitating residential leasing and subleasing.

In the event that a Guest becomes a squatter, in addition to compensating the Host to the extent required under this section, Ohana may offer to refer the Host to an attorney or law firm to provide legal advice and assistance to the Host, such as with respect to an eviction proceeding. You hereby release Ohana from any liability relating to or arising out of any such referral Ohana may make. Ohana may enter into agreements with certain attorneys or law firms by which they offer concessions, such as a free consultation or a discounted rate, to Ohana Hosts. You acknowledge that attorneys and law firms may compensate Ohana for referring prospective clients to them or agree that they will not represent a party in any action adverse to Ohana. Ohana cannot, and expressly does not, assume any liability for the actions or inactions of any attorney or law firm to whom Ohana refers a Host. Ohana does not make any warranties or representations about any attorney, including about their knowledge, skill, competence, experience, integrity, or licensing status. You are responsible for deciding whether to contact or retain any attorney or law firm to whom Ohana refers you.

Ohana Security Credits

Ohana users may purchase and/or receive a “Security Credit.” Each Security Credit has a specific denomination, expressed in United States dollars and known as the “credit amount.” When a user with a Security Credit enters into a Stay Agreement through Ohana as Guest, and that Stay Agreement provides that the Guest must make a security deposit, the amount of the deposit that the Guest has to make will be automatically reduced by the credit amount. No user may apply more than $150 USD in credit to any single booking unless Ohana specifically authorizes otherwise. In no event will the security deposit be reduced below $0 USD. To ensure that the Host receives the full protection that the unreduced security deposit would have provided, in the event that the Host makes a successful claim against the security deposit and the reduced security deposit is inadequate to cover the damages awarded, Ohana will pay the balance of the damages owed up to the credit amount of any Security Credit used to reduce the security deposit. In no event will Ohana’s liability to a Host under this paragraph exceed $150 USD. For the avoidance of doubt, the amount of the security deposit reduction will not be considered part of the Guest’s security deposit and will not be paid to the Guest when, if ever, their security deposit is returned.

Security Credits are issued for promotional purposes, have no cash value, and are not transferable (meaning a Security Credit cannot be used by anyone other than the Ohana user to whom it was issued by Ohana), and may be applied to only a single Stay Agreement or assignment. If Ohana states in writing at the time that a Security Credit is issued that it will expire on a particular date, it will expire on that date. Otherwise it will expire 90 days after it is issued. If Ohana consents to permit a Guest with a Security Credit to enter into an Off-Platform Agreement, and it requires the Guest to pay for that consent, Ohana will reduce that payment by the credit amount. In no event will the payment for consent be reduced below $0 USD.

Holds

Ohana users may be permitted to place a twenty-four-hour “hold” on an advertisement, meaning that the Host responsible for the advertisement will not, except to the extent consistent with nonetheless entering into a Stay Agreement for the Property with the Holder on the advertised terms, enter into any Stay Agreement with any person other than the Holder during the twenty-four-hour “hold period.” To place a hold, the Holder must provide a credit card.

If the Holder is an Ohana user with a Priority Pass (described below), the Holder’s credit card will not be charged for the hold but Ohana’s payment processor may place a test charge on the card that will be refunded. For all other Ohana users, the cost to place a hold on a specific advertisement will be $50 USD. This hold fee is due at the time the hold is placed. The hold fee will be refunded only if the Host leases or subleases the Property to someone other than the Holder (in a manner inconsistent with leasing or subleasing to the Holder on the advertised terms), during the hold period. The hold fee is otherwise non-refundable. If the Holder enters into a Stay Agreement for the held Property while the hold is in effect, the amount the Holder paid for the Hold (up to $50 USD) will be credited toward the support and safety fee due to Ohana in connection with that Stay.

If the Holder does not cancel the hold within the twenty-four-hour hold period, Ohana will assume that the Holder intends to enter into a Stay Agreement for the Property and will charge the Holder’s credit card for the first payment on the Property. If the Holder does not thereafter enter into a Stay Agreement for the Property, Ohana will refund the first payment less a 3% fee to cover the cost of processing the credit card transaction. Ohana will not refund the hold fee.

Ohana Priority Pass Program

Ohana may allow third parties to purchase or receive a “Priority Pass” or “Priority Plus Pass” for a prospective Guest. The purchaser of any such pass (“Purchaser”) accepts, and agrees to be bound by, these Terms. Each pass must be assigned to a single, named prospective Guest, known as the “Pass Holder,” who shall be entitled to the benefits described in this section. To use the pass, the Pass Holder must have, or create, an account on the Ohana Platform and accept these Terms.

Pass Benefit - Reduced Security Deposit

Priority Pass holders will receive an Ohana Security Credit with a credit amount of $50 USD. Priority Plus Pass holders will receive an Ohana Security Credit with a credit amount of $100 USD.

Pass Benefit - Place a Hold on an Advertisement

Pass Holders will be able to place a hold on an advertisement at no cost, as described above.

Pass Benefit - Employer Verification Badge and Cohort Roommate Matching

If the Purchaser is the current or prospective employer of the Pass Holder, Ohana may agree to display an “Employer Verified” badge on the Pass Holder’s Ohana Profile to signal to prospective Hosts that Ohana has verified that the Pass Holder will be employed during the Term of the Stay. The current/prospective employer is not liable to Ohana or to other Ohana users for the conduct of or any nonpayment by the Ohana user displaying the “Employer Verified” badge.

Additional Benefits of Priority Plus Pass

For Pass Holders with a Priority Plus Pass, Ohana will provide the following additional benefits. First, Ohana will arrange a virtual one-on-one meeting between the Pass Holder and one of Ohana’s matchmakers to discuss the Pass Holder’s preferences for housing and suggest Properties advertised on the Ohana Platform that could be suitable. Second, an Ohana matchmaker will work with the Pass Holder throughout the Pass Holder’s housing search to help them find suitable housing through the Ohana Platform. Finally, Ohana may provide information to the Pass Holder about other Pass Holders associated with the Purchaser who may be interested in being roommates with the Pass Holder (an, likewise, provide the Pass Holder’s information to those other Pass Holders). The Purchaser of a Priority Plus Pass may also elect to have their branding added to the version of Ohana’s welcome guide distributed to the Pass Holder.

Pass Assignment and Expiration

Each pass shall be valid until the first anniversary of the date on which it was purchased or until the Pass Holder enters into a Stay Agreement through the Ohana platform, whichever is sooner. Once a pass is assigned to a named Pass Holder, it may not be transferred to or used by any other person. The Security Credit associated with a pass shall remain valid while that pass is valid unless the Security Credit has a different express expiration date.

Ohana May Offer Other Services

If Ohana offers other services, they too shall be subject to these Terms.

Ohana DOES NOT Do Background or Credit Checks

Ohana does not perform background or credit checks on Hosts or Guests and does not make any warranties or representations, expressed or implied, about their creditworthiness or suitability as Hosts or Guests. If you choose to perform or obtain a background or credit check, you are responsible for complying with any applicable law (see Paragraph 5.7).

Ohana DOES NOT Provide Consumer Reports

You acknowledge that you may not, and agree that you will not, use any information provided by Ohana as a factor in determining any person’s eligibility for credit, insurance, housing, or employment in a manner that would cause Ohana to be a “consumer reporting agency” or cause information you receive from Ohana to constitute a “consumer report,” each as described in the Fair Credit Reporting Act.

Ohana DOES NOT Provide Brokering, Money Transmitting, Insurance, or Banking Services.

You acknowledge that Ohana is not a real estate broker, letting agent, money transmitter, insurer, or bank.

Ohana DOES NOT Provide Legal Advice or Representation

You acknowledge that Ohana has not provided you with any express or implied legal or tax advice. It is possible to use the Ohana Platform and materials provided by Ohana in ways that are illegal, and that could subject you to civil or even criminal liability. As explained in Paragraph 5.7, it is your responsibility to know and comply with the laws applicable to your use of the Ohana Platform. You should not assume that, just because it is possible to do something on the Ohana Platform, that thing is legal or Ohana gives you permission to do it. The template Stay Agreements generated by the Ohana Platform were drafted to protect Ohana and to advance Ohana’s interests, rather than yours. They are provided on an “as-is” basis with no warranties or representations of any kind, including as to their fitness for any particular purpose. You acknowledge that Ohana advises you to obtain independent legal and tax advice before entering into any Stay Agreement or making or accepting any payment. You acknowledge that statements made by Ohana’s officers and agents are not, and shall not be construed as, legal or tax advice. You agree not to regard any such statements as legal or tax advice and acknowledge that it would be unreasonable to rely on such statements in ascertaining your legal or tax obligations.

Ohana DOES NOT Visit or Inspect Properties

You acknowledge that Ohana does not generally visit or inspect the Properties advertised on the Ohana Platform. Ohana makes no representations about the veracity of advertisements for Properties, or about any Property’s location, habitability, or condition, except as provided in Paragraph 4.7.

Ohana DOES NOT Allow its Users to Act on its Behalf

Users of the Ohana Platform, including Guests and Hosts, are not agents of Ohana. They do not act on behalf of Ohana, and have no authority to create obligations that legally bind Ohana. You acknowledge that neither you, nor any other Host or Guest, is in a partnership, joint venture, employment, or other agency relationship with Ohana. Instead, the relationship between you and Ohana, and between Ohana and other Hosts and Guests, is one of independent contractors.

Ohana IS NOT Responsible for What Users Do with Information They Obtain through the Ohana Platform.

As an Ohana user, when you send a message to another Ohana user, you expressly authorize Ohana to make that message available to that user. When you add information to your profile, or otherwise make it available to other users generally on the Ohana Platform, you expressly authorize Ohana to make such information available to other users generally.

Guests specifically acknowledge that, when they provide information to Hosts, whether directly (such as through a message) or indirectly (such as by including it on their profile), a Host might use such information to decide whether to make housing available to the Guest. Guests provide this information, and authorize Ohana to make it available to Hosts, understanding that such messages or other information may be used to determine whether to make housing available to them. You, as a Guest, agree that the Hosts are solely responsible for using such information in a lawful manner, and that Ohana is not responsible for how Hosts use information you provide. For all intents and purposes, you, as a Guest, will be deemed to have provided this information to the Hosts directly.

Under no circumstances will Ohana be deemed to be the “speaker” of any content posted to, or shared on, the Ohana Platform by others, nor is Ohana responsible in any way for what users do with information they obtain through the Ohana Platform.

Ohana DOES Record Users’ Communications with its Team

For the security and safety of its users and staff, and to ensure that it is providing high-quality services to its users, Ohana may record and monitor users’ communications with its staff, on calls or in virtual meetings that its staff participate in, or through its platform. You hereby consent to Ohana recording any calls or virtual meetings involving Ohana personnel or made using the Ohana platform.

Your Obligations

Honesty

You agree that all of the information you post to the Ohana Platform, including in your profile or in any advertisement, will be truthful and not misleading. You agree that all photographs are of what they purport to be of and have not been materially edited. You acknowledge that you may not represent in an advertisement that you are offering an “Entire Place” if the Guest could have to share the Property with a roommate who is not of the Guest’s choosing (e.g. if you have a roommate who could return to the Property during the term, even if you don’t expect the roommate to return). You agree that the information you provide to other users of the Ohana Platform will be truthful and not misleading. You agree that you will not make or use more than one Ohana account.

Providing an Approved and Properly Executed Stay Agreement to Ohana

Ohana can only provide its Payment Acceptance Service, Security Deposit Services, Squatting Protection Program, and Accurate Advertisement Promise (for Guests only, as described in Paragraph 4.7) to Hosts and Guests who have executed a written Stay Agreement that has been approved by Ohana. A template Stay Agreement generated by the Ohana Platform is an approved agreement, and Hosts and Guests who execute one of these template agreements on the Ohana Platform without modifying it need not ask Ohana to approve their agreement in order to receive the Ohana services for which they are eligible. Hosts and Guests who want to use a different agreement should submit it to Ohana for approval before executing it. Ohana’s approval of any agreement is meant to convey only that Ohana is willing to offer its services in connection with that Stay Agreement, and does not convey any judgment that the Stay Agreement is, for example, valid, legal, fair, or fit for purpose. Ohana reviews and approves agreements to protect itself, and its decision to approve or disapprove an agreement is not legal advice to any person (see Paragraph 4.17). You are responsible for selecting and negotiating an appropriate Stay Agreement for your own purposes. Similarly, in order to ensure that the signatories to any agreement are the same people to whom Ohana is providing services, approved agreements must be executed on the Ohana Platform. Ohana cannot accept a Stay Agreement executed off of the Ohana Platform as establishing eligibility for Ohana’s services. Finally, for the avoidance of doubt, Ohana does not consent to provide its Payment Acceptance Service, Security Deposit Services, Squatting Protection Program, or Accurate Advertisement Promise in connection with a lease or sublease assignment, regardless of Ohana’s role in facilitating that assignment, unless Ohana expressly agrees otherwise in writing in relation to a particular assignment.

Providing Timely Access to the Property

Each Ohana Host who enters into a Stay Agreement with a Guest warrants to Ohana that the Host will provide the Guest access to the Property within two hours of when the Guest arrives at the Property (provided that the Guest arrives within a two-hour window beginning at the scheduled move-in time). Hosts acknowledge that failing to provide such timely access will cause substantial damage to Ohana’s reputation and require Ohana personnel to dedicate significant amounts of time to assisting the Guest. To compensate Ohana for these harms, each Host agrees to pay Ohana $250 USD in liquidated damages for each violation of their obligations under this paragraph. These damages are in addition to whatever amount the Host may owe the Guest under the contract between them. Each Host acknowledges that they are ultimately responsible for enabling their Guests to access the Property, and that the Host is responsible for compensating the Guest and Ohana for delays in accessing the Property even if those delays are caused by the Host’s landlord or a building or property manager.

Once the Guest has confirmed to Ohana that the Guest was able to access the Property or seven days after the Guest’s scheduled move-in date (whichever is earlier), Ohana will begin the process of disbursing the first month’s rent payment to the Host unless Ohana determines, in its sole discretion, that it would be appropriate to withhold such disbursement (e.g. due to a pending arbitration proceeding or a claim that the listing violated the Accurate Advertisement Promise).

Staying On Platform

Any agreement entered into between a Guest and a Host other than an Ohana-approved Stay Agreement executed through the Ohana Platform is an “Off-Platform Agreement.” As a Guest, you agree that, if you view an advertisement from a Host on the Ohana Platform, you will not thereafter enter into any Off-Platform Agreement with that Host by which you gain any right to use or occupy any property. As a Host, you agree not to enter into any Off-Platform Agreement with any Guest who you know, or reasonably should know, has viewed an advertisement posted to the Ohana Platform by you or on your behalf. If you enter into an Off-Platform Agreement in violation of this paragraph, you will nonetheless owe Ohana the same service fee you would have owed had you entered into the same agreement on the Ohana Platform, whether or not Ohana would have approved the agreement under Paragraph 5.2. In addition to the service fee, you agree to pay Ohana the greater of $1,500 USD or 5% of the total value of all payments made under the Off-Platform Agreement as liquidated damages for your breach of this paragraph in order to compensate Ohana for the costs associated with identifying Off-Platform Agreements that violate this paragraph and with collecting payments outside of its established procedures.

The provisions of the preceding paragraph will not apply to an Off-Platform Agreement if (1) Ohana has given its consent in writing to the Host(s) and Guest(s) entering into that particular Off-Platform Agreement and (2) the terms of that consent (such as any terms requiring a payment instead of Ohana’s normal service fee) are complied with. Failure to comply with the terms of Ohana’s written consent shall render that consent void and result in any non-complying Host or Guest being liable to Ohana for its normal service fee and the liquidated damages specified in the preceding paragraph.

Paying the Service Fee

In partial consideration for the services provided under these Terms, you agree to pay Ohana the service fee described in this paragraph. A service fee is incurred whenever a person who has previously accessed an advertisement for a Property on Ohana enters into any agreement to use or occupy the Property, whether or not that agreement is made through the Ohana Platform. The service fee consists of two components (1) a $100 USD support and safety fee for each booking and (2) a variable amount calculated by multiplying a rate (currently 7%) by the greater of (a) the actual rent payments made by a Guest to a Host through Ohana (“actual rent”) or (b) the total rent that the Guest agreed to pay under the Stay Agreement for the entire term (“expected rent”). Ohana reserves the right to change the basis on which the service fee is calculated. When a Stay is canceled, or the Guest receives a rent abatement or adjustment after entering into the relevant agreement, the expected rent is not adjusted and the original value will still be used to calculate the service fee. Ohana shall assess a single service fee for each Stay Agreement, and the Host and Guest are jointly and severally liable for payment thereof. When parties use Ohana’s Payment Acceptance Service, Ohana will usually collect its service fee by deducting the relevant portion from each payment made by the Guest before distributing the balance to the Host in accordance with these Terms. When this procedure does not result in Ohana collecting the full amount of the service fee owed, Ohana may either (1) deduct the amount owed from any payment it would otherwise make to the Host or Guest, including any security deposit refund, or (2) demand payment of the amount owed directly from the Host or Guest, at its option. In the latter case, you agree to promptly remit payment to Ohana. Ohana reserves the right to change the rate used to calculate its service fee. The rate used to calculate the service fee due under any Stay Agreement will be that which was in effect on the date the agreement was fully executed or, if Ohana cannot ascertain that date, the date the first payment was made. If Ohana cannot ascertain either date, such as for an Off-Platform Agreement, the rate used shall be that which was in effect on the last date when either the Host or the Guest accessed the Ohana Platform or, if that cannot be determined, the rate in effect at the time Ohana learns of the agreement.

Obtaining Required Consent

If you are a Ohana Host and enter into a Stay Agreement, you warrant and represent that no other person’s consent is required for you to enter into the Stay Agreement or that you have obtained any required consent. You acknowledge that it substantially damages Ohana’s reputation if it facilitates Stays that violate Hosts’ leases with their respective landlords. You further acknowledge that Ohana expends significant resources remedying issues arising from Hosts’ misrepresentations about their authority to enter into Stay Agreements. Accordingly, you agree that, if you enter into a Stay Agreement and Ohana discovers that you failed to obtain explicit consent that was necessary for you to enter into the Stay Agreement, or that you otherwise did not have the right to enter into such an agreement, you are liable to Ohana for $500 USD in liquidated damages even if no harm results to your Guest(s). This is in addition to any damages you may owe your Guest(s).

Compliance with Local Laws and Regulations

You alone are responsible for identifying, understanding, and complying with all laws, rules, regulations, restrictive covenants, and contractual provisions that apply to your use of the Ohana Platform. For example, some jurisdictions have laws that prohibit certain types of subletting, such as particularly short sublets or sublets where the Guest shares common spaces with the subletter. As another example, it may be illegal for you to consider a prospective Guest’s race or gender in deciding whether to enter into a Stay Agreement with them. You alone are responsible for knowing and complying with your legal obligations. This includes identifying and obtaining any required licenses, permits, planning consent, or registrations, as well as paying or withholding any required taxes. If you have questions about what you are allowed to do, you should seek legal guidance from a licensed attorney (or the equivalent in your jurisdiction). Failure to comply with applicable laws may result in fines or other penalties. You agree not to use the Ohana Platform or any of Ohana’s services in any illegal way or for any illegal purpose. If your failure to comply with applicable laws adversely affects Ohana, you might also be civilly liable to Ohana under Paragraph 5.10.

Misuse

You agree not to abuse, damage, interfere with, or disrupt the Ohana Platform or any Ohana website, including by introducing malware, spamming or hacking Ohana’s systems, or attempting to circumvent Ohana’s authentication or other access-control systems. You agree not to use any deep-link, page-scrape, robot, crawl, index, spider, click spam, macro programs, internet agent, or other automatic device, program, algorithm or methodology which does the same things, to use, access, copy, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor any portion of the Ohana Platform or of any Ohana website. Scraping Ohana's websites is strictly prohibited. You agree not to disguise the origin of information transmitted to, from, or through the Ohana Platform or any Ohana website. You may not access the Ohana platform for any purpose other than using, or deciding whether to use, Ohana's services as they are described in these Terms. You may not use information obtained from any Ohana website to solicit Ohana's users for any purpose.

Security and Non-Repudiation

You can access the Ohana Platform with a user-created password, or else through a federated identity provider such as Google or Facebook. You are responsible for maintaining or restoring the confidentiality of your Ohana password, if any, and of any credentials used to access your Ohana account through any federated identity provider. You acknowledge that Ohana and other users on Ohana’s Platform may act in reliance on statements or commitments made, or instructions given, from your account, whether or not you actually made such statements or commitments or gave such instructions. You represent, warrant and agree that any person who knows your Ohana password or has access to a federated identity associated with your Ohana account (such as a Google or Facebook account) is your duly authorized representative, having the power and authority to legally bind you. You agree that all actions taken by or under your account will be deemed to be your actions for all intents and purposes. If your account credentials are compromised or you become aware that somebody else is using your account or identity on the Ohana Platform, you agree to notify Ohana immediately.

Indemnification

You agree to indemnify, defend and hold Ohana and its partners, employees, and affiliates, harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of these Terms, of Local Law, or other applicable laws or regulations.

Honoring the Terms of Offers Made or Accepted on Ohana

The Ohana Platform has a feature that allows Hosts make an “Offer” to make a Property to particular Guests on particular terms, which allows those Guests to make a deposit and proceed with negotiating and executing a formal Stay Agreement on the Ohana Platform. When a Host uses this feature to make an Offer to one or more Guests through Ohana, that Offer may be accepted by the Guest(s) in accordance with its terms (typically by making a deposit). Once the Guest(s) has/have accepted the Offer, the Host and the Guest(s) have mutually agreed to negotiate in good faith to (1) come to agreement on the terms of the Stay not specified in the Offer and (2) enter into a final Stay Agreement on the basis of the terms of the Offer. If a Host’s Offer is contingent on the results of any background or creditworthiness investigation the Host may require, the advertisement for the Property or the Offer itself must specify that and indicate any information the Guest(s) must provide and fees the Guest(s) must pay relating to that investigation. Every Offer includes, as implied terms, mutual stand still and exclusivity commitments, by which the Host and Guest(s) each agree not to solicit, negotiate, make, entertain, or accept any offer or agreement inconsistent with them entering into a final Stay Agreement for the Property on the basis of the terms in the Offer. If there are multiple Guests, the Offer shall be construed as as being made to the Guests as tenants in common, or the equivalent under the Local Law, unless otherwise provided in the Offer or previously agreed in writing between the Host and all Guests.

Acting Within Authority

If you are using Ohana as a broker or agent for one or more Hosts or Guests, you agree that you will not act outside of your authority. You expressly agree that you will not make or accept an offer, or execute a Stay Agreement, without the legal authority to bind your client by doing so. If you act outside of your authority, you may be personally liable to Ohana, your client, and other parties harmed by your actions. You acknowledge that Ohana is not responsible for paying or withholding any commission or other compensation you may be owed for your services as a broker or agent. Whether and to what extent you are entitled to a commission is a matter between you and your client. You also consent to Ohana contacting your client directly. You acknowledge that Ohana does not enter into exclusivity, non-compete, or non-solicitation agreements with brokers or agents. You acknowledge that we may solicit advertisements from, or send advertisements to, your client directly. If you are not the only person with the authority to advertise or otherwise act on behalf of your client, others with that authority may also use Ohana to post competing advertisements for the same Property. If your client tries to make their own Ohana account and use Ohana directly, or any other agent or broker for your client tries to do so on their behalf, you acknowledge that we will not prevent them from doing so. Any exclusivity arrangement you may have with your client is between you and the client.

Community Standards and Content Moderation

Ohana is determined that no user of the Ohana platform shall be subjected to discriminatory, degrading, or illegal treatment. While Ohana has no obligation to monitor or moderate content posted to the Platform, Ohana reserves the right to do so. Specifically, Ohana reserves the right to remove any advertisement from the Ohana platform in its sole and unreviewable discretion, for any reason, with or without notice to the user who posted the advertisement. Ohana also reserves the right to place on probation, or ban from the Ohana Platform, any person for any reason and in Ohana’s sole and unreviewable discretion. A user on probation can continue communicating about, and making or accepting payments for, existing Stays, but cannot otherwise use the Ohana Platform. If you believe that you have been mistreated or discriminated against on the Ohana Platform, please contact Ohana. Likewise, if you encounter content or behavior on the Ohana Platform that you believe is illegal or in violation of these Terms, please contact Ohana.

Intellectual Property

Your License

Ohana grants you a limited, revocable, nonexclusive license to use the Ohana Platform and Ohana’s websites solely for your own use. Ohana does not grant any license for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use of the Ohana Platform, any component thereof, or any of Ohana’s websites or their contents. You agree not to copy materials from, or reverse engineer or break into, the Ohana Platform or any of the Ohana the websites. The use of this website is at the discretion of Ohana and Ohana may terminate your use of this website at any time. Ohana makes no guarantee that the Ohana Platform, any part thereof, or any service described herein will be available at any particular time or remain available for any period of time.

Trademarks

“Ohana” and other trade and service marks used on the Ohana Platform, whether or not those marks have been registered, are the property of Ohana. Neither these Terms nor your use of the Ohana Platform give you any right, title, or interest in any trade or service mark. Other product and company names mentioned on the Ohana website and platform may be trademarks of their respective owners.

Content You Post or Upload

When you post or upload any content, including text and images, to any of Ohana’s websites, you grant Ohana a perpetual, irrevocable, assignable, sub-licensable, global, royalty-free, non-exclusive license to publish such content on Ohana’s websites, distribute such content to other websites (in accordance with these Terms and Ohana’s Privacy Policy), and otherwise use, share, and exploit such content, with or without modification or attribution, in any manner Ohana deems appropriate and for any purpose (in accordance with these Terms and with the Ohana Privacy Policy). You further expressly represent and warrant that you have the right to grant the license just described.

Content You Have Posted Elsewhere

Many Ohana users own copyright interests (which may or may not be registered) in content they have posted elsewhere. Such content may include images, videos, or text. Examples include images of properties available for rent, descriptions of such properties, or reviews or ratings of people, properties, neighborhoods, or experiences. Often, by posting such content to other platforms, you have granted those platforms a non-exclusive license to use that content to offer their services, which may compete with services offered by Ohana. By accepting these terms, and in exchange for being permitted to use the Ohana platform, you grant Ohana a perpetual, irrevocable, assignable, sub-licensable, global, royalty-free, non-exclusive license to copy, compile, publish, distribute, modify, and otherwise exploit any content that you own that Ohana is able to copy from any publicly-accessible computer or website and that may, in any way, be relevant to the services that Ohana provides.

Copyright Takedown

If you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information to Ohana’s Copyright Agent:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. A description of the copyrighted work that you claim has been infringed;
3. A description of where the material that you claim is infringing is located on the Ohana Platform;
4. Your address, telephone number, and e-mail address;
5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Our Copyright Agent for Notice of claims of copyright infringement on the Site is Bernicker Law PLLC, who can be reached as follows:

By Mail: 712 H St NE, PMB 91, Washington, DC 20002

By Phone: +1 (484) 243-0625

By E-mail: ohana@bernicker.law

Disputes Between You and Ohana

Arbitration

If any controversy or claim arises from or relates to (1) this Agreement, (2) an alleged breach of this Agreement, or (3) directly or indirectly from your use of Ohana’s services (the “Dispute”), and if the Dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the Dispute by mediation administered by the American Arbitration Association before resorting to arbitration. The parties further agree that any unresolved Dispute shall be settled by arbitration administered by the American Arbitration Association (“AAA”) under its applicable rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any question of arbitrability shall likewise be so arbitrated. The arbitration shall be conducted in English and the seat shall be in New York, New York. By consenting to this arbitration provision, you voluntarily waive and forfeit any right you may have to seek relief from a court, to have a trial by jury, or to appeal from an adverse decision. You and Ohana both agree that service may be made on a party’s representative by e-mail in connection with any court action for the entry of judgment on any award made. Your agreement to arbitrate includes claims that arose before you first accepted any version of these Terms.

In making determinations regarding the scope of exchange of electronic information, the arbitrator(s) and the parties agree to be guided by The Sedona Principles, Third Edition: Best Practices, Recommendations & Principles for Addressing Electronic Document Production, 19 SEDONA CONF. J. 1 (2018) and The Sedona Conference, Primer on Managing Electronic Discovery in Small Cases, 24 SEDONA CONF. J. 93 (2023). Both sources are available, free of charge, on the Sedona Conference Website at www.thesedonaconference.org/publications. The arbitrator may decide the Dispute solely based on the submission of documents without any in-person or oral hearing. If the arbitrator calls for an oral hearing, it shall be by phone or video call rather than in-person. The arbitral award shall not be appealable and, to avoid unnecessary expense, no written opinion explaining the award shall be required unless one party demands it, in which case it shall be prepared entirely at that party’s expense.

Exceptions to Arbitration

Notwithstanding the arbitration provisions above, a claim seeking temporary injunctive relief based on exigent circumstances or to prevent irreparable harm (an “exceptional claim”) may proceed in a court of competent jurisdiction. A claim that is not itself an exceptional claim may not be joined with an exceptional claim for resolution by a court. Actions in court resolving exceptional claims shall be subject to Paragraph 8.4 below entitled Litigation Costs and Expenses. A permanent injunction may only be awarded through arbitration, and in no event may a court award damages (as distinct from compensation for litigation costs and expenses, which the court shall award).

Class Action Waiver

You and Ohana acknowledge and agree that, to the fullest extent permitted by law, you and Ohana are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to any Dispute. Further, unless you and Ohana both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “private attorney general action” waiver or the “representative proceeding” waiver in this paragraph is held unenforceable with respect to any Dispute, those waivers may be severed from this paragraph and any private attorney general claims and/or representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.

Litigation Costs and Expenses

Any tribunal resolving a dispute between you and Ohana (generally one or more arbitrator(s) but, in a case to which the arbitration provisions do not or legally cannot apply, then a court) shall award to the prevailing party, if any, as determined by the tribunal, all of their costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration or litigation, including the arbitrators’ fees, court fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.

Disclaimer

THE INFORMATION ON THE OHANA PLATFORM IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. YOU AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OHANA DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Releases of Liability

General Release of Liability

UNDER NO CIRCUMSTANCES WILL OHANA BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES UNDER ANY LEGAL THEORY (EXCEPT OHANA’S BREACH OF A GUARANTEE MADE UNDER THE SQUATTING PROTECTION PROGRAM, WHICH IS SUBJECT TO THAT PROGRAM'S SEPARATE LIMITATION OF LIABILITY), ARISING OUT OF OR IN ANY WAY RELATING TO THE OHANA PLATFORM, YOUR USE OF THE OHANA PLATFORM, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE OHANA PLATFORM AND/OR ITS CONTENT IS TO ENTIRELY CEASE YOUR USE OF THE OHANA PLATFORM. Ohana shall be entitled to rely on this limitation on its liability, and on every limitation on its liability under these Terms, notwithstanding that it is in breach, including a total or material breach, of these Terms or of any other agreement with you. For the avoidance of doubt, and without limitation, damages from loss of business, lost profits, and litigation will in all cases be considered "indirect damages" and therefore not recoverable against Ohana.

You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in these Terms that directly conflict with such laws may not apply to you.

IF THE ABOVE RELEASE OF LIABILITY IS LEGALLY INEFFECTIVE SUCH THAT YOU ARE ENTITLED TO COMPENSATION, YOU AGREE THAT UNDER NO CIRCUMSTANCES (EXCEPT OHANA’S BREACH OF A GUARANTEE MADE UNDER THE SQUATTING PROTECTION PROGRAM) WILL THE AMOUNT OF SUCH COMPENSATION EXCEED THE AMOUNT YOU HAVE PAID TO OHANA FOR USE OF THE PLATFORM AND/OR OHANA’S SERVICES. THE PARTIES INTEND THIS CAP ON DAMAGES TO BE EFFECTIVE EVEN IF GIVING EFFECT TO THE SAME WILL CAUSE THE AGREEMENT BETWEEN THE PARTIES, OR ANY TERM OR COMBINATION OF TERMS THEREOF (OR ANY REMEDIAL STATUTE OR LEGAL DOCTRINE), TO FAIL OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT OHANA WOULD NOT BE WILLING TO PROVIDE SERVICES TO YOU WITHOUT THIS CAP ON ITS POTENTIAL LIABILITY. FOR THE PURPOSES OF THIS LIMITATION, ONE HALF OF ANY SERVICE FEE PAID TO OHANA IN CONNECTION WITH A TRANSACTION ON THE PLATFORM SHALL BE DEEMED TO HAVE BEEN PAID IN EQUAL SHARES BY ALL HOSTS CONCERNED IN THE TRANSACTION, WHILE THE OTHER HALF SHALL BE DEEMED TO HAVE BEEN PAID IN EQUAL SHARES BY ALL GUESTS SO CONCERNED. SUMS COLLECTED BY OHANA ON BEHALF OF HOSTS SHALL NOT BE CONSIDERED SUMS PAID TO OHANA.

Specific Releases of Liability

For the avoidance of doubt, and without limiting the scope of the General Release of Liability in Paragraph 10.1, you further agree, on behalf of yourself and your heirs, successors, and assigns, to fully and forever release:

• Ohana’s employees, officers, contractors, advisors, and other agents from any personal liability they may have for any action, omission, or occurrence relating to or arising out of their work for Ohana or your use of Ohana’s services (and you agree that each such person is a third-party beneficiary of this paragraph with standing to enforce this release against you);
• Any arbitrator, mediator, or other neutral appointed with respect to a dispute between any Ohana users, or between Ohana users and Ohana, from any liability they may have for any action, omission, or occurrence relating to or arising out of such a dispute (and you agree that any such arbitrator, mediator, or other neutral is a third-party beneficiary of this paragraph with standing to enforce this release against you);

Modification

From time to time, Ohana may modify these Terms by posting the Terms as modified on its website. Ohana will notify you that the Terms have been modified by sending an email to the email address you have registered to your Ohana profile. Your use of the Ohana Platform after being so notified will constitute your acceptance of the Terms as modified, whether or not you actually receive or read the email or the modified terms. You acknowledge that modified terms may apply retroactively to occurrences or omissions before the modifications were made. Ohana may also modify these terms without notifying you, in which case the modifications will not be effective retroactively unless and until you expressly accept the Terms as modified (or unless and until Ohana notifies you by email that there have been modifications and you thereafter use the Ohana Platform, thereby implicitly accepting the Terms as modified). Finally, Ohana may modify the Host-Guest Dispute Resolution Rules at any time. You agree to be bound by whatever version of the Host-Guest Dispute Resolution Rules is in effect at the time the claim notice initiating an arbitration is submitted to Ohana.

Further Warranties and Representations

Authority

If you are using Ohana on behalf of a Legal Entity, both you personally and the Legal Entity itself warrant and represent that you have the authority to bind the Legal Entity to these Terms by your explicit acceptance hereof and by your implicit acceptance hereof by using the Ohana Platform.

Competency

You represent that you are at least 18 years old and that you are of sound mind and have the capacity to accept these Terms.

Notices

Section 230(d) Notice

Please note that there are commercially-available parental control protections that may assist you in limiting access to material that is harmful to minors. Common Sense Media, a 501(c)(3) nonprofit organization that is not related to Ohana in any way, maintains a partial list of available parental control protections, which can be found at https://www.commonsensemedia.org/articles/parents-ultimate-guide-to-parental-controls. The United States Federal Trade Commission also offers advice about protecting children online, which is available at https://consumer.ftc.gov/articles/parental-controls.

TCPA Authorizations

You authorize Ohana to contact you using any contact information you provide to us, including by email, SMS message, or phone call (including automated calls). You expressly authorize us to send you commercial messages, including marketing messages for Ohana’s services.

Other Terms

Applicable Law

These Terms, your relationship with Ohana, your use of Ohana’s services and websites, and any dispute between you and Ohana will be governed by the internal substantive laws of the United States and of the State of New York, including any applicable statute of limitations, without regard to choice of law rules and expressly excluding any application of the United Nations Convention on Contracts for the International Sale of Goods.

Severability

If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect. Any services that the user in fact receives from Ohana, including access to its website or the advertisements hosted there, will be regarded as part of the consideration for this agreement.

Waiver

The failure of either Party to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. Any waiver of these Terms must be explicit, in writing, and signed by an authorized representative of the waiving Party to be effective.

Relationship of the Parties

Except to the extent provided in Subsection 4.4, neither these Terms nor your use of the Ohana Platform shall be construed to create a partnership, joint venture, employment or other agency relationship between you and Ohana, nor shall either Party hold itself out as an agent of the other. Except to the extent provided in Subsection 4.4, neither Party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other Party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.

Termination

You may terminate this agreement at any time by deleting your account, provided that you are not then (1) party to a Stay Agreement with respect to a Stay arranged through Ohana, (2) party to an Off-Platform Agreement (as defined above), (3) a squatter, (4) otherwise in material breach of these Terms or any other agreement with Ohana. Ohana may terminate this agreement for any reason by providing you 30 days’ notice via email or using any other contact information you have provided for your account. Ohana may terminate this agreement immediately and without notice, and block you from accessing the Ohana Platform, if you breach these Terms or violate applicable law, or if Ohana decides that termination is necessary to protect Ohana, its users, or third parties. If your account has been inactive for more than two years, we may terminate your account without prior notice. Termination of this agreement will not affect your rights or obligations relating to or arising out of your use of the Ohana Platform before you terminated the agreement. The provisions of these Terms relating to dispute resolution, governing law, intellectual property, limitations on liability, credit card and ACH payments and disputes, and misuse of Ohana's platform and websites shall all survive termination of this agreement. The provisions relating to Ohana's security deposit services shall survive for as long as Ohana holds a reservation deposit or security deposit for a Stay to which you are a party, and thereafter until the time to assert any claim based on Ohana's handling of that reservation deposit or security deposit has finally expired. Termination of this agreement will not disturb or otherwise affect any Stay Agreement you may have.

Integration

These Terms govern your relationship with Ohana and supersede all other understandings or agreements you may have with Ohana. The application of these Terms, as now in effect or as hereafter modified or amended, to you shall not be limited or excluded except through a written agreement with you signed by an authorized representative of Ohana and specifically providing that such agreement shall apply notwithstanding contrary provisions of these Terms.

UK Specific Terms

The terms in this section apply with respect to advertisements for and Stays at Properties located within the United Kingdom, and disputes relating to or arising out of those advertisements or Stays.

Arbitration

Paragraph 8.1 is replaced with the following: Any dispute between you and Ohana relating to or arising out of this Agreement (or directly or indirectly out of your use of Ohana’s services) shall be settled by a sole arbitrator, appointed by the Dispute Appointment Service of the Chartered Institute of Arbitrators (Ciarb), in accordance with Ciarb’s Arbitration Rules. The arbitrator’s award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may grant provisional remedies, injunctive relief, and specific performance. The prevailing party will be entitled to recover costs and reasonable attorney’s fees from the other party. The arbitration will be conducted in English and its legal seat will be London, England. The law of England & Wales will govern the arbitration agreement, but New York law will govern the rest of the dispute (including the construction of these Terms). Proceedings will be held virtually to the extent the arbitrator deems practical. Your agreement to arbitrate includes claims that arose before you first accepted any version of these Terms.

Users located in the United Kingdom are not obliged to arbitrate any claim that is for less than £5,000, whether against Ohana or another user. You agree that claims against Ohana for less than £5,000 may be brought only in the state and federal courts of the state of New York, and you irrevocably consent to those courts exercising personal jurisdiction over you in connection with any such claim(s). As a service, Ohana may designate a mediator or neutral evaluator to assist you in resolving disputes with other Ohana users. If Ohana does so, you agree that neither the mediator (or neutral evaluator) nor Ohana will be liable to you for any actions, omissions, or occurrences relating to or arising out of the mediation or evaluation. Any mediator or neutral evaluator appointed by Ohana is a third-party beneficiary of this paragraph with standing to enforce its terms.

Place of Performance

You acknowledge that, when Ohana provides services to users located in the United Kingdom or respecting Properties located in the United Kingdom, it does so from the United States. Ohana has no employees in the United Kingdom and no continuous or systematic presence there.

Ohana is Not a Letting Agent

You acknowledge that Ohana does not act on instructions from current or prospective landlords or tenants with respect to arranging Stays. When Ohana arranges a Stay, it does so on its own account and as an independent contractor with, rather than an agent for, each party to the Stay.

Currency

When Ohana facilitates Stays in the United Kingdom, sums owed to Ohana will be denominated in United States Dollars (USD). You acknowledge and agree that such payments must be made in an amount and manner that results in Ohana receiving the amount due in USD. You further acknowledge and agree that, if Ohana refunds any payment or part of a payment, the amount of the refund will be denominated in USD, which may result in you receiving a different amount than you originally paid due to fluctuations in the exchange rates used to facilitate the different payments and refunds.