Terms of Use and
General Conditions

These Terms of Use and General Conditions (“Terms”) govern the use of the systems, websites, applications, and services (“Services” or “Service”) provided by STAYS S.A.a company duly incorporated and existing under the laws of the Federative Republic of Brazil, headquartered in Rio de Janeiro, RJ, at Rua Siqueira Campos, 43, Penthouse 01, Copacabana, ZIP Code 22031-070, registered with the National Register of Legal Entities under No. 26.210.199/0001-76 (“Stays”).

PLEASE READ THESE TERMS CAREFULLY, AS BY ACCESSING OR USING THE SERVICES YOU WILL BE AUTOMATICALLY IN ACCORDANCE TO IT IN FULL. 

If you do not agree with these Terms, you are prohibited from accessing or using the Services. Upon such access and use, these Terms will immediately come into effect, replacing and superseding any prior contractual provisions and agreements that conflict with these Terms.

Note that these Terms may be modified at any time, and continued use of the Services is subject to acceptance of any changes.

SERVICES

1. The Stays® system, provided on the SaaS – software as a service – modality, refers to a complete solution for the administration of businesses related to vacation rental properties and other forms of listing on Internet platforms (“Software”).
2. The Software includes features that organize listing reservations, link them to various global digital platforms, as well as provide, as long as contracted by the User, specific features for connecting with payment methods to end customers, marketing tools, statistics, price control, and general business administration.
3. Stays is the unique and exclusive holder of the rights to the Software, both inside and outside Brazilian territory, including all licenses over its intellectual, copyright, and industrial property rights.
4. Stays also holds all necessary licenses about intellectual, copyright, and industrial property rights over all materials related to the Software, including, without excluding others, documents, information, manuals, plans, reports, opinions, projects, and databases (“Materials”);
5. Stays holds all primary rights to provide training services related to the Software, both inside and outside Brazilian territory, and may, in special cases, certify external trainers.
6. Training services will be provided directly by Stays or by trainers certified by Stays, with no other third party or intermediary company authorized to provide these services.
7. Stays commits to provide the Services to the User, according to these Terms and any eventual modifications. The User acknowledges and accepts that the Services will be provided in accordance with these Terms and that their hiring does not depend on the delivery of any future features or resources. 
8. Stays reserves the right to change, at any time, the technical procedure used to provide the Services, as long as it is equivalent to the current one or improves the features and level of the Services.
9. The Service may become temporarily unavailable due to an update of the technical methods used for its provision, at which time (i) such suspension should not be interpreted as a contractual breach; and (ii) Stays will not be responsible for any damages that the User may suffer due to the suspension of the Service.
10. Stays may suspend the Service, also without such fact being considered as a contractual breach or liable for compensation to the User, in whole or in part:
    1. without notice, in the event of a shutdown of the communication network and any system due to unforeseeable circumstances, or under any circumstances over which Stays has no control or for which it is not responsible;
    2. in the event of scheduled maintenance or modifications, to be notified to the User 48 (forty-eight) hours in advance of the planned operation; and
    3. upon prior notice, if reasonably possible and depending on the circumstances, or without prior notice, if it is not reasonably possible to proceed otherwise, in the event of technology updates, extraordinary, necessary, and urgent maintenance, to maintain the agreed service levels.
11. The User acknowledges and agrees that the electronic records created and maintained by Stays for the purpose of verifying the operation of the Services constitute conclusive evidence of the actions performed by the User and Stays with respect to the provision of the Services.

LICENSE AND TRAINING

1. The User is granted a temporary, non-exclusive, limited, non-transferable, and onerous licensing of the right to use the Software, for its use, via web access, only in object code, except for any rights, including intellectual property, copyright, or industrial rights related to the Software, the Materials, and the Services, which remain exclusively reserved to Stays.
2. If contracted, Stays will also provide training and technical support services for using the Software.

LICENSE CONDITIONS

1. The minimum configuration for the use of the Software, as well as the specifications, functionalities, and items now licensed, will be indicated after the licensing contract, according to the plan chosen by the User.
2. The User does not acquire any rights over the Software and the Materials, beyond those expressly granted by Stays, being prohibited to the User, who also may not allow third parties to do so:
   1. transfer, commercialize, sublicense, lend, rent, lease, authorize the use by third parties, especially, but not limited to, competing programmers, or, in any other way, dispose of the Software and the Materials;
   2. make modifications, additions, or derivations on the Software and the Materials, by itself or by hiring third parties;
   3. reverse engineer, decompile or disassemble the Software and the Materials, or any other measure that enables access to the source code of the Software, without the prior written consent of Stays; and
   4. copy, in whole or in part, the Software and Materials, or use them in any manner other than as expressly stipulated in this Agreement.
3. The User must limit access to the Software to those whose use of the Software is necessary for the performance of its services.
4. The User is guaranteed the right to new versions or updates of the Software, provided that these Terms have been accepted and the financial contract between Stays and the User is in force and being complied with. Technical support and updates may be provided by third parties contracted by Stays for this purpose. This Warranty will not apply if:
   1. the Software is not used in accordance with Stays' instructions;
   2. the Software is changed or modified, in any way, without the prior written consent of Stays;
   3. the Software is defective or inoperative due to malfunction of the User's computers;
   4. the Software is used in combination with other software not provided and approved by Stays; or
   5. any other cause under the User's control makes the Software defective or inoperative.
5. The User hereby assigns to Stays all intellectual, copyright, or industrial property rights arising from any participation of the User in the development of customizations to the Software, which automatically becomes the property of Stays.
6. In the event of late payment by the User of any charges charged by Stays, the Services may be immediately suspended, without prejudice to the application of contractual and legal penalties.
7. The User is expressly prohibited from using any mechanisms or in any way defrauding the property reservation system aiming to reduce the monthly amount or the daily rate to be paid to Stays.

SPECIFIC CONDITIONS OF TRAINING AND SUPPORT SERVICES

1. Stays will provide the User with training material in the form of videos and tutorials, blog articles, and knowledge base and a number of training sessions, limited to a maximum of one hour, with an analyst regarding the functionalities of the Software, listed according to the functionality plan contracted by the User. The sessions may be held in person or via Skype, Google Hangout, or other communication channels, that allow PC screen sharing.screen sharing). 
2. For the “Pro”, “Administrator” and “Agency” plans, Stays offers tools for customizing the website template provided by Stays, so that the User has a personalized space on the Software for the purpose of vacation rental and a general listing of the User's properties (the website provided by Stays to the User will hereinafter be defined as “Website”). Such website template will be provided by Stays only for joint operation with the Software, and the User is prohibited from using such website template in a way dissociated from the Software. To avoid doubts, Stays will be the owner of all intellectual, copyright, and industrial property rights arising from the customizations. The User will be responsible for providing all the content of the website, including, but not limited to texts, images, videos (“Data”), and registration data, such as name, phone, address, and email of users, owners, and guests (“Personal Data”), as well as for its lawful use and adequate treatment.  
3. The User does not acquire any rights over the customizations, over the website templates provided by Stays, over the Website, and over the Materials, beyond those expressly provided in this Agreement, being expressly prohibited to the User, who also may not allow third parties to do so:
   1. transfer, commercialize, sublicense, lend, rent, lease, authorize the use by third parties, especially, but not limited to, competing programmers, or, in any other way, alienate the customizations, the website templates provided by Stays and the Materials;
   2. make modifications, additions, or derivations on the customizations, on the website templates provided by Stays, or on the Website, by itself or by hiring third parties;
   3. reverse engineer, decompile, or disassemble the customizations or the website templates provided by Stays without the prior written consent of Stays; and
   4. copy, in whole or in part, the website templates provided by Stays or use in a manner different from that expressly stipulated in this Agreement.
4. The User must limit access to the contracted training and to the website templates provided by Stays to those whose participation is necessary for the purposes of this Agreement and use of the Software by the User. The reservation of rights notices may not be replaced, destroyed, or changed, and must always appear on the website templates provided by Stays, as well as on the Website.
5. Stays guarantees the functionality of the Website resulting from the services for the period contracted by the User. This warranty will not apply if:
   1. the Website is not used in accordance with Stays' instructions;
   2. the Website is changed or modified, in any way, without the prior written consent of Stays;
   3. the Website is defective or inoperative due to malfunction of the User's and/or third parties' computers; or
   4. there is any other cause not under Stays' control that results on the Website becoming defective or inoperative.
6. The User assigns to Stays all intellectual, copyright, and industrial property rights arising from the User's participation in the development of customizations, as well as arising from any adaptations, improvements, or new functionalities developed by the User in relation to the Website, which automatically becomes the exclusive property of Stays.
7. All websites provided by Stays carry the Stays logo on the footer. The User may request Stays to remove the logo by paying a monthly fee, which will reimburse the extraordinary customization expenses outside the standard offered by Stays.
8. In exceptional cases, Stays may agree with the User on specific conditions that supplement or replace those provided in these Terms. Any change in the Terms must be formalized in writing, count with the express agreement of Stays, and be interpreted restrictively.

PRICE AND PAYMENT METHOD

1. The financial conditions for the use of the Systems will be defined in a specific contract to be electronically signed by the User. 
2. The payment and use of the Services will represent the automatic agreement of the User regarding its full content.

LIMITATION OF LIABILITY

1. Stays will perform the necessary activities for the licensing of the Software but shall not be liable for any interruptions resulting from exceptional circumstances or fortuitous events, failures of other operators connected to the network, including, but not limited to, Internet connection failures, connection failures with third parties, failures resulting from platforms not operated by Stays, such as Booking.com, Airbnb, or Expedia, or from the misuse of the Software and/or the services or Materials by the User or its Users. Stays does not guarantee that: (i) the Software will meet the User’s internal business requirements; (ii) the Software will operate in conjunction with other systems, hardware, software, or data; (iii) the operation of the Software will be uninterrupted or error-free.
2. The User acknowledges and accepts that the prices for the provision of the Services take into account the risks involved in the business, the allocation of risks between the parties and the numerous commercial variables that may impact in some way the obligations contractually provided for. In addition, the costs of insurance to cover such risks would make the business unfeasible. For this reason, the parties expressly agree that the total liability of Stays and affiliates and the indemnification obligations of Stays and affiliates to the User due to any actions, damages, or liabilities arising from the use or provision of the Services, the Software, and the Materials, will be limited to the direct damages actually incurred by Stays and in no case will exceed the amount actually paid by the User in the 6 (six) months prior to the event that generates the liability to indemnify by Stays. The User acknowledges that the limitation of liability is an essential element of the use of the Services and that, in the absence of such limitation, the prices and other terms and conditions agreed by the parties would be substantially different.
3. STAYS WILL NOT BE LIABLE FOR ANY INDIRECT LOSSES AND DAMAGES, LOSS OF REVENUE AND/OR BUSINESS, LOST PROFITS, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, THIRD PARTY CLAIMS, LOSSES OR DAMAGES TO RECORDS OR DATA, LOSS OF PROFITS OR REVENUE, OR ANY FACT BEYOND ANY REASONABLE CONTROL.
4. Stays will not be held responsible for problems, errors, or damages caused by the use of the Website in conjunction with other software that has not been licensed or developed and approved by Stays. 
5. Stays will not be held responsible for any content inserted by the User on the Software, the User must hold all necessary rights in relation to the referred content, including, but not limited to, image rights and intellectual, copyright, and industrial property. The illustrative photos and images provided by Stays, when granting access to the Software to the User, must be immediately replaced by the User.
6. The User must perform a backup of its content when transferring it to the Software's databases, as well as must routinely perform a backup of content during the period of use of the Services, with Stays being exempt from any responsibility in the event of loss of User data.
7. If Stays decides to provide, at its sole discretion, contract templates or reservation confirmation terms to the User, Stays will not have any responsibility for such documents, the User must adapt them according to its commercial practices and hire the advice of a specialized professional to review and advise the User in relation to the content of the referred documents.

PERSONAL DATA, RESPONSIBILITY, WARRANTY, AND OBLIGATIONS OF THE USER

1. Stays and the User declare and acknowledge being aware of the entire content of Law No. 13.709/2018 (“General Data Protection Law – LGPD”) and undertake to observe and respect the duty of protection of Personal Data, especially the adequate treatment of such data, committing to comply with all the conditions and obligations set forth in the referred Law and in other legislation, norms or regulations on personal data protection applicable to this Agreement.
2. By providing personal data for the Service (“Personal Data”), the User declares that he/she is the holder of the Personal Data or that he/she has obtained the Personal Data from the holders in a lawful, transparent manner and supported by a valid, legitimate and adequate legal basis for the purpose(s) of processing the Personal Data, as authorized by the LGPD or other legislation, norms or regulations on personal data protection applicable to this Agreement.  
3. The User will be solely responsible for the accuracy, quality, integrity, and legality of all Data, including Personal Data, and the means by which it acquired the said data. For the purposes of this Agreement, the User is considered the Controller of the Personal Data, with Stays, therefore, being the Operator.
4. Stays will not be held responsible, in any way, for any omissions or errors committed by the User in obtaining or sharing with Stays the Personal Data, especially if such data are collected in non-compliance with the LGPD or other legislation, norms, or regulations on personal data protection, as well as for losses resulting from the use, direct or indirect, by Stays, when guided by the lawful instructions of the User. Stays may exercise the right of recourse against the User, to recover damages caused by the User's breach of the obligations assumed here.
5. The User declares that he/she is aware of Stays' Privacy Policy and that such document complements these Terms, for the purpose of clarification regarding the use and treatment of Personal Data carried out by Stays.
6. The User (i) will make commercial efforts, in reasonable terms, to prevent unauthorized access or use of the Service, notifying Stays immediately about any unauthorized access or use (ii) will use the Service only in accordance with the terms contracted here and with applicable law (iii) will be responsible for complying with this Agreement and (iv) will not: (a) make the Service available to any third parties, except for Users, (b) sell, resell, rent or lease the Service, (c) use the Service to store or transmit illicit, defamatory, or otherwise illicit or fraudulent material, including material not recommended for minors or that violates the privacy, personal data or other rights of third parties, (d) archive, consult, transmit or make available any content, material or other item that constitutes or encourages the practice of crimes, the violation of any patents, trademarks, design rights, copyrights or any other right over industrial or intellectual property, or any analogous right that may be recognized by the laws of the applicable jurisdiction; (e) use the Service to store or transmit malicious code (i.e., any viruses, self-replicating viruses, time bombs, Trojan horses and other harmful or malicious codes, files, set of instructions, agents or programs), (f) interfere with or affect the integrity or performance of the Service, of data or third party personal data contained therein, (g) send spam or otherwise duplicate or unsolicited messages, in violation of applicable laws, or (h) attempt to gain unauthorized access to the Service or its respective systems or networks.
7. Any material added or used in any way in relation to the Service that is deemed inappropriate by Stays may be removed by it without notice. Stays may, based on a court order or competent authority, make available the User's Personal Data to cooperate with the authorities to the extent required by them.
8. The User will indemnify Stays against any loss, damage, cost, expense, including attorney's fees and court costs, claim, demand, liability or fine arising from the breach of its obligations.
9. The User must store, in an appropriate manner, and maintain the confidentiality of all identification codes, passwords, and any other confidential information related to the provision of the Service, and must immediately inform Stays about any use, even if only suspected, that may violate the security rules of the Service and/or cause damage, including data loss, theft or unauthorized disclosure of confidential information.
10. The User must notify Stays by email addressed to sac@stays.net if he/she verifies any non-compliance related to the provision of the Service, within a maximum period of 2 (two) days from the said fact, providing all details of the knowledge of the referred non-compliance. Stays will not be liable to the User in relation to any non-compliance related to the provision of the Service that is not notified to Stays by the User in accordance with Item 7.10.

NON-COMPETITION

1. The User agrees and undertakes not to develop, for 2 (two) years after the termination or termination of his/her contractual relation with Stays, any software, system, or application that is similar to the Software and/or that may compete, directly or indirectly, with Stays' activities in relation to the Software, under penalty of a fine of up to 100 (one hundred) times the value of his/her contract with Stays. The value of the contract is understood, exclusively for the purposes of the non-competition obligation, as corresponding to the monthly payments due during the first 12 (twelve) months of the contractual relationship.

APPLICABLE LAW AND JURISDICTION

1. These Terms are governed by the laws of the Federative Republic of Brazil, without reference to provisions relating to conflicts of laws. Any controversies will be settled exclusively in Brazilian courts, specifically in the District of the Capital of the State of Rio de Janeiro, the User accepting to submit to the exclusive jurisdiction of this court. 
2. Notwithstanding, Stays (i) will have the right to file a lawsuit to collect all amounts due in any jurisdiction where the User operates or owns properties, and (ii) may take legal action in any jurisdiction regarding compliance or protection of its intellectual, copyright or industrial property rights over the Software, the Materials and any other rights of its ownership.

Last Update: July 31, 2021.