STASH COMMONS TERMS OF USE

1. Agreement to Terms

THIS COMMONS TERMS OF USE ("TERMS") IS A BINDING LEGAL AGREEMENT BETWEEN YOU AND REVPAR COLLECTIVE, INC. D/B/A STASH HOTEL REWARDS ("RPC," "STASH," "US," OR "WE") GOVERNING YOUR ACCESS AND/OR USE OF THE COMMONS LOCATED AT https://commons.stashrewards.com (THE "COMMONS"). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE COMMONS. Your access or use of the Commons or the content on the Commons constitutes your agreement to be bound to these Terms. We reserve the right to amend these Terms at any time and without notice. If we do, we will post the amended Terms on this page and indicate at the bottom of the page the date the Terms were last revised. Your continued use of the Commons after any such changes constitutes your acceptance of the new, revised Terms. If you do not agree with these Terms, or any future version of the Terms, do not use (or continue to use) the Commons. Discontinuing use of the Commons shall not modify any Terms that apply to prior uses of the Commons.

2. Use of Commons

The Commons is a central location owned and operated by us that provides participating hotels ("Partners") and their authorized employees, agents and other users ("Users") with access to tools, functionality and information, as we may establish and maintain from time to time and in our sole discretion, regarding the Partner's guests, its Stash program participation, and the broader Stash community and network of participating Partners. Features of the Commons include:

A "Tools" section which provides Partners and their Users with access to a variety of tools, tips and information for working with hotel guests, including training tools for front desk agents, spot award submission forms and integration with the Stash Hub tool, which allows Partners to check guest membership status and view preference information for those member guests who have opted-in to allow Stash share that information. Here, Partners and their Users will be also be able to manage rates, submit promotions, order Stash marketing collateral, access a directory containing contact information for participating Partners so that Partners can communicate directly, and submit and access partner preferred rates at participating Partner hotels across the Stash network.
A "Reports" section in which Partners and their Users will be able to access reports regarding their performance in the Stash program (including enrollment reports, ROI reports and leader boards).
"Blog" and " Forum" sections in which Partners and their Users can access news and other blog posts from Stash, post comments and other content, view content posted by other Partners and Users, and discuss issues related to Stash, their hotels and other related topics with other Partners and Users and us.

Access to Commons is permitted on a temporary basis and RPC reserves the right, in its sole discretion and without notice, to withdraw the Stash Site, in whole or in part, at any time. RPC will not be liable if, for any reason, the Stash Site or any part of the Stash Site is unavailable at any time or for any period

3. Partner Account and Authorized Users

Each Partner participating in the Stash program will have the ability to set up an account and access and use the Commons in accordance with these Terms. Each Partner shall designate one or more individuals ("Partner Administrator(s)") who will be responsible for registering and creating an account for the Partner on the Commons (an "Account"), identifying those employees, agents and other users who are authorized to access the Partner's Account (its "Users"), overseeing the use of the Commons by such Users, monitoring the content posted to the Commons by such Users, and deleting Users from its Account when such Users are no longer authorized to access and use its Account. Each authorized User shall be required to separately register on the Commons, agree to these Terms and create a password to access the Account. Stash and Partner shall each have the right, in their discretion, to restrict, modify or terminate any User's ability to access an Account and/or use the Commons.

Each Partner, its Partner Administrators and authorized Users are responsible for the activity that occurs on the Partner's Account. Partners may, and are encouraged to, develop their own internal policies, guidelines and procedures concerning their Users' access to and use of the Commons, provided that such policies, guidelines and procedures are consistent with, and do not conflict with, these Terms. Each User must keep their Account password secure. The Partner Administrator must notify Stash immediately of any breach of security or unauthorized use of its Account.

Personal information that we collect on the Commons, (e.g., User name and e-mail address), will be governed by our Commons Privacy Policy, which is incorporated into these Terms by reference. The Commons shall include a Partner Directory in which Partners can provide contact information for various employees (e.g., General Manager name, e-mail and phone number, Director of Sales name, e-mail and phone number, etc). This directory shall be viewable by all Partners with Accounts and their Users and allow such Partners to contact each other directly. By utilizing the Commons, you agree to provide, or allow your Partner Administrator provide, your work contact information, including name, job title and work address, phone number and e-mail address, for inclusion in the Partner Directory posted on the Commons. Users who do not wish to be listed in the Partner Directory may send a written request partner-support@stashrewards.com to remove their information from the Directory. For any employees who are not Users who have expressly agreed to these Terms, the Partner Administrator shall obtain such employee's consent to be included in the Partner Directory.

4. Partner Content

The "Blog" and "Forum" sections of the Commons may allow Partners and their Users to post comments, questions and other information ("Partner Content") and otherwise communicate with each other directly. Partners and their Users are solely responsible for the Partner Content that they upload, publish, display, link to or otherwise make available on the Commons, and agree that Stash is only acting as a passive conduit for Partners' and Users' online distribution and publication of their Partner Content. Stash will not review, share or distribute, or reference any such Partner Content except as provided herein or in our Privacy Policy, as is expressly authorized by the Partner, or as may be required by law. All Partner Content is the property of the Partner. Stash does not have and does not claim any ownership rights in any Partner Content. You hereby grant Stash a perpetual, non-exclusive license to display any Partner Content that you post on the Commons.

Each Partner and its Users agree not to post, e-mail or make available any Partner Content or use the Commons:

in a manner that infringes, violates or misappropriates any third party's intellectual property rights, or other proprietary rights or contractual rights;
in a manner that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
to engage in spamming or other advertising or marketing activities that violate these Terms or any applicable law, rule or regulation;
in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities;
in a manner that is libelous or defamatory, or in a way that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of another's privacy,
in a manner that is harmful to minors in any way or that is hateful, discriminatory or otherwise objectionable;
to impersonate any other person or falsely state or otherwise misrepresent your affiliation with any person or entity, or to obtain access to the Commons without authorization;
to interfere or attempt to interfere with the proper working of the Commons or prevent others from using the Commons, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Commons, or that otherwise negatively affects other persons' ability to use the Commons;
to use any manual or automated means, including agents, robots, scripts or spiders, to access or manage any User's or Partner's account or to monitor or copy the Commons or the Content contained herein;
to facilitate the unlawful distribution of copyrighted material;
to promote the products or services of any competitor of Stash;
in a manner that discloses any confidential information of Stash and/or the terms of your Stash partner participation agreement;
in a manner that includes personal or identifying information about another person (including but not limited to any Stash Member or other hotel guest) without that person's explicit consent or in a manner that otherwise complies with your privacy policy applicable to such information; and
in a manner that employs misleading e-mail or IP addresses, or forged headers or otherwise manipulates identifiers in order to disguise the origin of Content transmitted though the Commons or to other Users.

Stash takes no responsibility and assumes no liability for any Partner Content that you or any other Users post or disseminate over the Commons. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any Partner Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Commons, is solely your responsibility. Stash is not responsible for any public display or misuse of your Partner Content, including but not limited to any guest information that you post or make available via the Commons. You understand and acknowledge that you may be exposed to Partner Content that is inaccurate, offensive, indecent, or objectionable, and you agree that Stash shall not be liable for any damages you allege to incur as a result of such Partner Content. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

5. License Grant; Stash Content

Subject to these Terms, you are hereby granted a non-exclusive, non-transferable limited license to use the Commons and the content thereof. Stash reserves all rights not expressly granted herein in the Commons and the Stash Content (as defined below). Stash may terminate this license at any time for any reason or no reason. With the exception of Partner Content, the Commons and all content and materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks and copyrights ("Stash Content"), and all intellectual property rights related thereto, are the exclusive property of Stash and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Commons without the express consent of Stash (in the event of Stash Content) and/or the Partner posting such content (in the event of another Partner's Partner Content). Use of Stash Content and/or another Partner's Partner Content posted on the Commons for any purpose not expressly permitted by these Terms is strictly prohibited. (Stash Content and all Partner Content shall be referred to, collectively, as "Content.")

6. Violations and Termination

We use reasonable efforts to ensure the accuracy and correctness of the Stash Content appearing on the Commons; however, that Partner Content is provided by, and reflects the representations of our Partners and their Users. We do not represent or endorse the accuracy, reliability or truthfulness of any Partner Content or other third party advice, opinion, statement or information displayed or distributed through the Commons. You acknowledge that any reliance upon any such Partner Content or third party advice, opinions, statement or other information shall be at your sole risk. The Commons may also contain technical inaccuracies or typographical errors or omissions. We are not responsible for any typographical, photographic, technical, pricing or room availability errors listed on the Commons. We reserve the right to make changes, corrections and/or improvements to the Commons and Stash Content at any time without notice.

7. Accuracy of Information

8. DISCLAIMER OF WARRANTIES

THE COMMONS AND ITS CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE DO NOT WARRANT, EXPRESSLY OR BY IMPLICATION, THE ACCURACY, TIMELINESS OR RELIABILITY OF ANY CONTENT PROVIDED OR POSTED ON THE COMMONS OR ITS SUITABILITY FOR ANY PARTICULAR PURPOSE. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WE DO NOT WARRANT THAT THE CONTENT FOUND ON THE COMMONS IS FREE FROM VIRUSES OR OTHER POTENTIALLY HARMFUL ATTRIBUTES.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL STASH, ITS OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES OR EMPLOYEES BE LIABLE TO YOU OR ANY OTHER PARTY, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE) OR OTHERWISE, FOR ANY LOSS, HARM OR DAMAGE, WHETHER DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, RESULTING FROM OR IN ANY WAY CONNECTED TO, (I) USE OF OR ACCESS TO THE COMMONS OR CONTENT POSTED ON THE COMMONS; (II) ANY FAILURE OR INTERRUPTION OF THE COMMONS; (III) ANY ACT OR OMISSION OF ANY SERVICE PROVIDER OR AGENT INVOLVED IN MAKING THE COMMONS OR THE CONTENT AVAILABLE TO USERS; (IV) ANY OTHER CAUSE RELATING TO A USER'S ACCESS OR USE, OR INABILITY TO ACCESS OR USE, ANY PORTION OF THE COMMONS OR CONTENT; (V) ANY CONTENT OR MATERIALS, ADVICE OR OPINIONS POSTED OR UPLOADED ON THE COMMONS, INCLUDING ANY USER RELIANCE ON SUCH INFORMATION; (VI) ANY SECURITY BREACH, OR ANY VIRUS, BUG, TAMPERING, UNAUTHORIZED INTERVENTION, FRAUD, ERROR, INACCURACY, DEFECT OR TECHNICAL MALFUNCTIONS; OR (VII) ANY USER'S FAILURE TO COMPLY WITH THESE TERMS, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF STASH, ITS EMPLOYEES, REPRESENTATIVES OR AGENTS PROVIDING SOFTWARE, SERVICES OR SUPPORT.

10. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS STASH, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES, DAMAGES, COSTS AND FEES, INCLUDING REASONABLE ATTORNEYS FEES, RESULTING FROM YOUR USE OF THE COMMONS, YOUR VIOLATION OR BREACH OF THESE TERMS, YOUR UNAUTHORIZED ACCESS OR USE OF ANY CONTENT, ANY CONSEQUENCES ARISING OUT OF YOUR ACCESS OR USE OF THE COMMONS OR CONTENT, AND/OR ANY OTHER PARTY'S ACCESS AND USE OF THE COMMONS WITH YOUR UNIQUE PASSWORD.

11. Copyright Infringement Claims

We respect the intellectual property rights of others. If you believe in good faith that any Content appearing on the Commons infringes on your copyright, you (or your agent) may send us a written notice in accordance with the current requirements provided in the Digital Millennium Copyright Act of 1998 (DMCA). Notices should be sent to our designated agent: Kim Brown, The Law Office of Kim Brown, 67 West Street, Suite 401, Brooklyn, NY 11222. Phone: 718-878-3112; Email:kim@kimbrownlaw.com.

12. Miscellaneous

The Commons is originated and located in the United States, and these Terms shall be governed by and construed in accordance with the laws of the state of New York applicable to contracts made and wholly performed therein, excluding its conflicts of law provisions. Users who choose to access the Commons from locations outside of the United States are responsible for compliance with applicable laws and regulations. Accessing the Commons from locations where the Content is illegal is prohibited. Any dispute arising out of or relating to these Terms or your access or use of the Commons will be subject to the jurisdiction of the courts located within the state of New York, and you hereby submit to the personal jurisdiction of such courts.

If any provision of these Terms is held invalid or unenforceable, that provision shall be construed in a manner consistent with applicable law to reflect the original intent, and the remaining provisions of these Terms shall remain in full force and effect.

The Commons is intended solely for Users who are thirteen (13) years of age or older, and any registration, use or access to the Commons by anyone under 13 is unauthorized, unlicensed, and in violation of these Terms.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Stash without restriction.

These Terms, including any posted restrictions and guidelines, contain the full understanding of the parties with respect to access and usage of the Commons and Content. No action of ours, other than an express written waiver or update to these Terms, may be construed as a waiver of any part of these Terms. In the event we waive or update any specific provision of these Terms, all other portions will remain intact.

Please Contact us at partner-support@stashrewards.com with any questions regarding these Terms.