These Terms of Service, including any Supplemental Terms or Order Forms (each as defined below), and any other applicable agreements located at https://www.operto.com forms the “Agreement” between LOCK UP SMART DOORS S.L. or its affiliates (“Staymyway”, “we”, “our” or “us”), and their customers (“Customer”). This Agreement governs your purchase, access and use of the products and services provided by Staymyway in connection therewith, as further described below (collectively, the “Offerings”).

By entering into an Order Form, accessing or using the Offerings or clicking on the “I accept” or similar button, you are indicating your acceptance to be bound by this Agreement. If you do not accept this Agreement, you must not access or use the Offerings.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” will refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Offerings.

• By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement, as well as Staymyway’s Privacy Policy located at https://operto.com/company/privacy-europe-eng/ (the “Privacy Policy”), as it may be amended from time to time in the future in accordance with Regulation (EU) 2016/679 (GDPR) and Spanish Law 3/2018.

• Staymyway may amend this Agreement (including these Terms of Service and the Supplemental Terms) or the Privacy Policy at any time by posting a revised version on the Staymyway website. The revised version will be effective at the time Staymyway posts it. Your continued use of the Offerings will be deemed irrevocable acceptance of any such revisions.

1. How this Agreement Applies

1.1 These Terms of Service govern Customer’s purchase, use of and access to all Offerings made available by Staymyway. Depending on the type of Offerings purchased, the following additional supplemental terms will apply (collectively, the “Supplemental Terms”):

(a) if Customer or any Customer User purchases hardware products from Staymyway, the Hardware Purchase Terms located at https://operto.com/terms/hardware-purchase/  apply in addition to these Terms of Service; and 

2. Offerings

2.1 Upon your purchase of the Offerings, we may create an account for you (your “Account”) to provide access to the Offerings, based on the service offering specified in your Order Form. If you have purchased Offerings on a subscription basis, all applicable Offerings will be set out on the package you have selected (the “Subscription Package”). Staymyway will provide you with one user identification reference that you will use to create a username and password (together, the “User ID”) to the extent, and only to the extent, necessary to access and use the Offerings in accordance with this Agreement. Your administrators may also grant authorized users access to the Offerings for your internal business purposes. You agree and understand that you are responsible for maintaining the confidentiality of your User ID and the User IDs of your authorized users. That User ID, together with any or other user information you provide, will form your “Profile Information” and allow you to access your Account. You will provide true, accurate, current and complete information about yourself, and you agree not to misrepresent your Profile Information. You represent and warrant to Staymyway that you have not misrepresented any Profile Information. You are responsible for any Profile Information that may be lost or unrecoverable through the use of the Offerings.

2.2 Staymyway may access and process certain personal data of your customers and/or end users (e.g., guests) solely to the extent necessary to provide and support the Offerings. Any such processing shall be carried out in accordance with applicable data protection laws and the Data Processing Agreement set out in Appendix I, which forms an integral part of this Agreement.

2.3 Your right to access and use the Offerings is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your User ID to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying Staymyway immediately. It is your responsibility to update or change your Account or Profile Information, as appropriate. You are responsible for any and all activity occurring under your User ID and Account.

2.4 Staymyway shall not be responsible or liable for any issues you experience accessing or using the Offerings to the extent such issues result from or relate to a modification made by you or a third party to any of your software or systems that are integrated with the Offerings, including without limitation your property management system (collectively, “Integrated Systems”). You shall make commercially reasonable efforts to notify Staymyway no less than 30 days in advance of any modifications to the Integrated Systems. Staymyway may, but is not obligated to, make modifications to the Offerings that Staymyway deems necessary or desirable to support and address modifications to the Integrated Systems.

3. Fees

3.1 Current pricing for the Offerings is included in the written or electronic order form you enter into with Staymyway at the time of purchase (the “Order Form”). You acknowledge and agree that you will be obligated to pay Staymyway all fees as set forth in the Order Form or as otherwise agreed to at the time of purchase (“Fees”). Unless otherwise agreed to at the time of purchase, all Fees are payable in accordance with the payment terms set out in the Order Form. Fees are non-refundable. Overdue amounts will accrue interest at the rate of 1.5% compounded monthly (equivalent to 19.56% per annum), or the highest legal interest rate, if less. You agree to reimburse Staymyway for all expenses (including reasonable attorneys’ fees) incurred by Staymyway to collect any amount that is not paid when due.

3.2 If you do not pay Staymyway all Fees and any other amounts due under this Agreement within 30 days of the date on which they are due, Staymyway reserves the right (in addition to any other rights or remedies Staymyway may have) to discontinue any Offerings at any time, or to suspend your access to and use of the Offerings  until such amounts are paid in full. There will be no refunds or credits for partial months of service or for periods in which you do not use the Offerings.

3.3 Staymyway reserves the right to modify our Fees for Offerings at any time by providing 30 days’ prior notice.

3.4 You agree that Staymyway, or our third-party service providers, may store your credit or charge card information to process your payment of Fees. You expressly agree that we are authorized to charge you (i) the Fees for the Offerings provided in the applicable Subscription Package for which you have subscribed, billed in advance on a monthly basis, (ii) any other fees for Offerings you may purchase that is provided to you by Staymyway and is not returned as required pursuant to the terms of this Agreement, if applicable, (iii) any charges for use of the Offerings in excess of the usage or other limits placed on your use of the Offerings (and you hereby consent to such charges and agree we are not required to notify you of any such charge in advance), (iv) any chargeback fees for returns or claims made by you or your guests, and (v) any applicable taxes in connection with your use of the Offerings to the credit or charge card you provide. If the credit or charge card you provide expires and you do not provide new credit or charge card information or cancel your Account, you authorize us to continue billing you and you agree to remain responsible for any uncollected Fees.

3.5 If you or your guest makes any return or claim which is not caused by Staymyway’s negligence or wilful misconduct, you agree to reimburse Staymyway for its losses, which consist of fulfillment costs and chargeback fees, as applicable. 

4. Term and Renewal

4.1 The initial term of this Agreement shall be as set forth in the Order Form (the “Initial Term”). For Subscription Packages, this Agreement shall automatically renew for successive terms (each a “Renewal Term”, and collectively with the Initial Term, the “Term”) unless your Subscription Package is cancelled and this Agreement is terminated in accordance with Section 16.

4.2 For Subscription Packages, Staymyway will provide Offerings for the number of units specified on the Order Form. During the Term, you may increase the quantity of units under your Subscription Package by a maximum of 10 units upon written notice to, and written confirmation of acceptance by, Staymyway. Any requested increase in excess of 10 units will require the parties to enter into a new, separate Order Form for such additional units. Staymyway reserves the right to charge additional Fees for any increase in the number of units on an applicable Order Form.

5. Taxes

Except as otherwise required by applicable law, you shall pay all applicable taxes, value added taxes, levies, imposts, duties, fees, deductions, withholdings, or other governmental charges which are levied or imposed by reason of this Agreement, other than taxes based on Staymyway’s income.

In some jurisdictions, Staymyway may collect the applicable taxes from you or your guests in relation to the sale of Upsells and pay this to the relevant tax authority, as required by applicable law. 

6. Intellectual Property Rights

6.1 All material available within the Offerings and otherwise provided by or through Staymyway, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, documentation, design of and “look and feel”, layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by Staymyway or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.

6.2 Subject to your compliance with all of the terms and conditions of this Agreement, during the term of this Agreement, Staymyway grants to you a non-transferable, non-sublicensable, non-exclusive, revocable, for the sole purpose of your internal business operations, within the territory of Spain. right to access and use the Materials that we make available to you. Except as otherwise set out in this Agreement, you are not permitted to download, copy or otherwise exploit or store any Materials.

6.3 This section does not apply to Customer Content (as defined below); however you agree that any ideas, suggestions, concepts, processes or techniques which you provide to Staymyway related to the Offerings, Staymyway or its business (“Feedback”) are and will be Staymyway’s exclusive property without any compensation or other consideration payable to you by Staymyway, and you do so of your own free will and volition. Staymyway may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Staymyway may decide into the Offerings, and as applicable, the software, documentation, business or other products or services, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Staymyway in any Feedback. This assignment does not include your moral rights, which you retain to the extent recognized by applicable law. 

6.4 Staymyway retains the right to use or share any Aggregated Data generated by Staymyway or anyone using the Offerings, including our users, for the purpose of enhancing and providing the Offerings, developing and improving existing and future Offerings. “Aggregated Data” means data that does not contain personal information, and which has been manipulated or combined to provide generalized, anonymous information. Where you choose to utilize or connect certain services from third parties with the Offerings, you agree that Staymyway may share your lead data with such designated third parties. You are still responsible for all personal information that is part of any Customer Content (as defined below).

7. Customer Content

7.1 The Offerings enable you to provide or upload content, including but not limited to messages, materials, data, text, music, sound, photos, videos, graphics, applications, code and other information or content (collectively, “Customer Content”).to Staymyway for the purpose of providing the Offerings. You acknowledge and agree that you are solely responsible for all Customer Content you submit, provide or upload and the consequences for submitting, providing or uploading it.

7.2 Staymyway will use Customer Content you upload solely in connection with providing the Offerings to you and as otherwise permitted under this Agreement. You agree that by uploading or otherwise providing any Customer Content on or through the Offerings, you grant to Staymyway a, worldwide, non-exclusive, royalty-free and for the maximum time permitted by law license to use, reproduce, process, display, all or any portion of such Customer Content. This license includes the right to host, index, cache or otherwise format your Customer Content in order to provide the Offerings.

7.3 You represent and warrant that you own your Customer Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Staymyway or Staymyway’s use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other necessary rights of any person or entity.

7.4 You agree that Staymyway is not responsible for any violations of any third-party intellectual property rights in any Customer Content that you submit to Staymyway. You agree to pay all royalties, fees and any other monies owing to any person by reason of the Customer Content uploaded, displayed or otherwise provided by you to the Offerings. 

8. Monitoring

Staymyway may, but has no obligation to, monitor Customer Content on the Offerings. You consent to such monitoring. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Staymyway or its customers, or operate the Offerings properly, or improve the Offerings. Staymyway, in its sole discretion, may refuse to post, remove, or require you to remove any Customer Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement, including, but not limited to the Privacy Policy.

9. Internet Security Disclaimer; Limitation, Suspension or Termination of Access.

Internet Security Disclaimer. You acknowledge and agree that Staymyway exercises no control over, and accepts no responsibility for any content passing through the Internet or for Internet connectivity outside of Staymyway’s control. You acknowledge that the Internet is inherently risky despite reasonable measures being taken, and you assume responsibility for your use of the Offerings over the Internet. In addition to other rights and remedies of Staymyway under this Agreement, Staymyway may suspend, terminate or limit (in Staymyway’s sole discretion) your access to or use of the Offerings, or any part of them, without notice in order to: (a) prevent damage to, or degradation of the integrity of, Staymyway’s systems or your systems; (b) comply with any law, regulation, court order or other governmental request or order; or (c) otherwise protect Staymyway from harm to its reputation or business. Staymyway will use commercially reasonable efforts to notify you of a limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, Staymyway will restore your access to the Offerings when Staymyway determines the event has been resolved. Nothing in this Agreement will limit Staymyway’s right to take any action or invoke remedies or will act as a waiver of Staymyway’s rights in any way with respect to any of the foregoing activities. Staymyway will not be responsible for any loss or damages of any kind incurred by you as a result of any limitation, termination or suspension of the Offerings under this Section 9.

10. Acceptable Use and Conduct

10.1 You agree that you will not publish or make available any Customer Content that, or use the Offerings in a manner that:

• infringes, violates or misappropriates any third party’s intellectual property or proprietary rights, or otherwise infringes any applicable law;
• contains software viruses, Trojan horses 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;
• is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
• is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;
• is harmful to minors in any way;
• is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Staymyway;
• impersonates an Staymyway employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Offerings or a portion thereof without proper authorization;
• interferes or attempts to interfere with the proper working of the Offerings or prevents others from using the Offerings, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Offerings, or that otherwise negatively affects other persons’ ability to use the Offerings;
• uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Offerings or the content contained therein;
• facilitates the unlawful distribution of copyrighted content;
• except as expressly permitted by Staymyway, licenses, sublicenses, rents or leases the Offerings to third parties, or uses the Offerings for third party training, commercial time- sharing or service bureau use;
• includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Customer Content transmitted through the Offerings to users;
• constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests;
• stalks or otherwise harasses anyone on using the Offerings or with information obtained from the Offerings;
• collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;
• requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Offerings for the purposes of automating logins to the Offerings;
• attempts to gain unauthorized access to the computer systems of Staymyway or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Offerings;
• posts adult or pornographic content;
• decompiles or reverse engineers or attempts to access the source code of the software underlying the Offerings or any other Staymyway technology;
• copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Offerings;
• accesses the Offerings for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Offerings;
• accesses the Offerings for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
• accesses the Offerings to upload any content or computer code for the purposes of: (i) causing a breach or override of security to the Offerings; (ii) interfering with the proper working, functionality or performance of the Offerings; or (iii) preventing others from accessing or using the Offerings.

Staymyway may immediately suspend or remove, without prior notice, any Customer Content or access to the Offerings if it becomes aware that the Customer has breached this clause.

11. Disclaimer of Warranties

11.1 Your use of the Offerings and all content forming part of or related to the Offerings, including any Customer Content you upload or submit and any third-party software and content, are at your sole responsibility and risk. The Offerings are provided on an “as is” and “as available” basis. Except as otherwise expressly provided herein, Staymyway expressly disclaims all representations, warranties, or conditions of any kind with respect to the Offerings and Upsells, whether express or implied, including, but not limited to, any implied warranties or conditions of merchantability, fitness for a particular purpose, accuracy, completeness, performance, system integration, quiet enjoyment and non-infringement.

11.2 Staymyway disclaims any warranty that the Offerings, Upsells, or any content, including without limitation, any third-party software and content, will meet your requirements or be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the Offerings are free of viruses or other harmful components. You agree that from time-to-time Staymyway may cease providing the Offerings or Upsells for indefinite periods of time without notice to you. Your access and use of the Offerings may be interrupted from time to time for several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Offerings or other actions that Staymyway, in its sole discretion, may elect to take. Staymyway makes no guarantee regarding: (a) the amount, timing and delivery of any clicks or impressions with respect to any content (including third party content) or advertising on the Offerings; or (b) the compatibility of any software, hardware or content with the Offerings.

11.3 Staymyway is not responsible for the acts or omissions of, or for the failings of, any third-party provider of any content, service, network, software or hardware, including but not limited to, internet service providers, or hosting services utilized by Staymyway, telecommunications providers, content provided by other users, or any software or hardware not provided by Staymyway.

11.4 You are solely responsible for ensuring that your Customer Content is compatible with the Offerings. Staymyway disclaims any liability or responsibility for any unauthorized use of your Customer Content by third parties or other users of the Offerings and is not responsible for protecting your Customer Content.

11.5 Any material downloaded or otherwise obtained through the use of the Offerings is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from Staymyway or through or from the Offerings, will create any warranty not expressly stated in this agreement.

11.6 The Offerings are offered and controlled by Staymyway from its facilities in Spain. Staymyway makes no representations that the Offerings are appropriate or available for use in other locations. Those who access or use the Offerings from other jurisdictions do so at their own volition and are responsible for compliance with local law.

12. Third Party Sites and Content

12.1 The Offerings may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Offerings. These other websites are not under Staymyway’s control, and you acknowledge that Staymyway is not responsible or liable for any third-party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third-party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Staymyway or any association with its operators. You further acknowledge and agree that Staymyway will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party content, goods or services available on or through any such website or resource. Access and use of third-party sites, including the information, material, products and services on third party sites or available through third party sites, is solely at your own risk.

12.2 Staymyway makes use of third-party software services to provide additional services to its clients outside of its standard offerings on a client-by-client basis. In the event you use these specific modules, you acknowledge their additional terms of service provided with such services, and that Staymyway is not responsible or liable for any third party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such services. You further acknowledge and agree that Staymyway will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party content, goods or services. Access and use of third-party sites, including the information, material, products and services on third party sites or available through third party sites, is solely at your own risk.

13. Exclusive Remedy and Limitation of Liability

13.1 You agree that, under no legal liability concept, including, but not limited to negligence, breach of warranty or condition, breach of contract or tort, will Staymyway or its owners, officers, directors, affiliates, contractors, employees or agents, be liable to you or any third party acting on your behalf for any indirect, incidental, special, consequential, punitive, or exemplary damages or damages for loss of revenue, profits, savings, goodwill, use, data, or other intangible losses or the cost of any substitute equipment, facilities or services (even if Staymyway has been advised of the possibility of such damages), arising from or relating to this agreement or your use of or your inability to use the Offerings, or for any damages arising from or related to this agreement except to the extent it is a direct damage caused by Staymyway’s as a consequence of a gross negligence or willful misconduct, or as otherwise required by the mandatory applicable law. Staymyway’s total aggregate liability from any and all claims under this agreement is limited to the total amounts you paid to Staymyway in the 12 months immediately preceding the occurrence of loss or damage. This limitation of liability shall be interpreted in accordance with the laws of Spain, and to the maximum extent permitted under Spanish law. Notwithstanding the foregoing or anything else herein to the contrary, Staymyway will not be liable to you or any third party acting on your behalf in any way with respect to your provision of an individual’s personal information to Staymyway or through the Offerings. You further agree that the foregoing limitations will apply with respect to third party liability of any kind.

13.2 The foregoing limitations will also apply with respect to any damage incurred by reason of any content or services provided on any third-party sites or otherwise provided by any third parties other than Staymyway and received by you through or advertised on the site or received by you on any third-party sites. 

13.3 Staymyway will have no liability whatsoever for any damages, liabilities, losses, or any other consequences that you may incur as a result of any modification, suspension or discontinuance of the Offerings or Upsells except to the extent it is a direct damage caused by Staymyway’s as a consequence of a gross negligence or willful misconduct, or as otherwise required by the mandatory applicable law.

14. Governing Law and Jurisdiction

This Agreement, including any dispute arising out of or relating to the Offerings, shall be governed by and construed in accordance with the laws of Spain, without regard to its conflict of law rules.

All disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of the city of Madrid, and the parties hereby irrevocably waive any other jurisdiction to which they may be entitled. 

15. Limitation of Time

You agree that you will not bring a claim under or related to this Agreement more than 12 months from when your claim first arose.

16. Indemnity

You agree to indemnify, defend and hold harmless Staymyway, and its subsidiaries, affiliates, co- branders, all third party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to this Agreement or the Offerings, including but without limitation in relation to: (a) your use, non-use or misuse of, or connection to the Offerings and any content, including without limitation your Profile Information and any third party content forming part of the Offerings; (b) your violation or alleged violation of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party and otherwise as set out herein. Staymyway reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Staymyway, and you agree to cooperate with Staymyway’s defense of these Claims. You agree not to settle any matter without the prior written consent of Staymyway. Staymyway will use reasonable efforts to notify you of any such Claims upon becoming aware of it.

17. Cancellation and Termination 

17.1 Either party may terminate this Agreement by providing the other party with written notice of its intent to terminate at least 30 days prior to the end of a Term. Upon termination, you will not be provided with a refund, in whole or in part, of any pre-paid amount. If you terminate this Agreement, all remaining payments to be made in respect of the remaining term of your Order Form will be billed by Staymyway following receipt of your notice of termination and become immediately due and owing.

17.2 If this Agreement is terminated in accordance with Section 17.1, you will remain liable for all charges accrued on your Account up to the time of termination, including the Fees for the remainder of the Term as specified in the Order Form.

17.3 Staymyway is under no obligation to store your Customer Content and may delete your Account and your Customer Content immediately upon cancellation of this Agreement or may keep your Account and your Customer Content following cancellation. Upon request from you, we will make available for access to you any of your Customer Content for 90 days from the effective date of termination of the Offerings.

17.4 Staymyway may terminate this Agreement and cancel or suspend your Subscription Package at any time in the event of a breach or default of any provision of this Agreement, including, but not limited to, your failure to pay the Fees for the Offerings, that remains unpaid for thirty (30) days after delivery to you of written notice of the breach. If we terminate this Agreement and cancel your Subscription Package in accordance with this Section 17.4, you will remain liable for all charges accrued on your Account up to the time of cancellation, including pre- paid Fees for the month in which the termination occurs.

18. Miscellaneous

18.1 You acknowledge and agree that Staymyway may retain the services of independent contractors (“Subcontractors”) from time to time to provide, or to assist Staymyway in providing, the Services. Any Subcontractors used by Staymyway to provide the Offerings shall remain under the direction and control of Staymyway, and Staymyway shall be fully and personally liable for all acts or omissions of the Subcontractors.

18.2 If the performance of any obligation under this Agreement, except non-payment of amounts due hereunder, is interfered with by reason of any circumstances beyond a party’s reasonable control, including but not limited to acts of God, labor strikes and other labor disturbances, epidemics and pandemics, power surges or failures, Internet connectivity or the act or omission of any third party (each a “Force Majeure Event”), such party will be excused from such performance to the extent necessary. Each party will use reasonable efforts to implement industry standard procedures to minimize disruption of such Force Majeure Events and will use reasonable efforts to remove such causes of non-performance.

18.3 You may not assign this Agreement to a third party without Staymyway’s prior written consent, not to be unreasonably withheld, except to a third party that controls, is controlled by or is under common control with you. Staymyway may assign this Agreement or any rights hereunder to any third party without your consent. Any assignment in violation of this shall be void. Any assignment is conditional upon the assignee agreeing in writing to be bound to the terms of this Agreement which shall be binding upon and inure to the benefit of the parties’ successors and permitted assignees.

18.4 If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole will not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable will be stricken from this Agreement.

18.5 The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture, or employee-employer relationship is intended or created by this Agreement.

18.6 You agree that if Staymyway does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Staymyway has the benefit of under any applicable law), this will not be taken to be a formal waiver of Staymyway’s rights and that those rights or remedies will still be available to Staymyway.

18.7 The following sections will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect: Sections 2, 4, 6, 7, 9 and 11 through 18.

18.8 This Agreement is the entire agreement between us related to the subject matter in this Agreement. This Agreement replaces and supersedes any other prior or contemporaneous agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.

Annex I

Data Processing Agreement (“DPA”)

This Data Processing Agreement (“DPA”) forms part of the Terms and Conditions between LOCK UP SMART DOORS S.L. (“Staymyway” or the “Processor”) and the Customer (the “Controller”) for the provision of the Services.

1. Definitions

Unless otherwise defined herein, the terms personal data, processing, controller, processor, data subject, and personal data breach shall have the meanings given to them in the General Data Protection Regulation (EU) 2016/679 (“GDPR”).

2. Subject Matter and Purpose

Staymyway processes personal data on behalf of the Customer solely to provide and maintain access to the Staymyway digital key platform and related services (the “Services”), including:

• sending emails or links to guests to access or download digital keys;
• authenticating users and enabling access; and
• maintaining system logs, analytics, and support functions.

Staymyway shall not process personal data for any other purpose or for its own benefit.

3. Categories of Data Subjects and Personal Data

• Data subjects: Guests or end users of the Customer; Customer’s authorized users or administrators.

• Categories of data: Identification and contact data (e.g. name, email address, booking reference, room number or access code), device identifiers, usage and access data required to provide the Services.

No special categories of personal data are intentionally processed.

4. Duration of Processing

Processing shall continue for the term of the Customer’s subscription and for any retention period required by law or contractually agreed for backups or audit purposes. Upon termination, personal data shall be deleted or returned.

5. Obligations of Staymyway (Processor)

Staymyway shall:

1. Process only on instructions: Process personal data solely on documented instructions from the Customer, including regarding international transfers.

2. Confidentiality: Ensure that people authorized to process personal data are bound by appropriate confidentiality obligations.

3. Security measures: Implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk, considering the state of the art, implementation costs, and the nature, scope, context and purposes of processing.

4. Assistance to Controller: Assist the Customer by appropriate means to respond to data subjects’ requests and to comply with obligations under Articles 32–36 GDPR.

5. Personal data breaches: Notify the Customer of any personal data breach without undue delay and, where feasible, within 48 hours after becoming aware of it, providing sufficient information to assist the Customer in meeting its obligations under Articles 33 and 34 GDPR.

6. Deletion or return: Upon termination or expiry of the services, delete or return all personal data (at the Customer’s choice), unless retention is required by applicable law.

7. Information and audits: Make available all information necessary to demonstrate compliance and allow for audits or inspections by the Customer or an auditor mandated by it, subject to reasonable notice and confidentiality obligations.

6. Sub-processors

Staymyway is authorized to engage third-party sub-processors to perform specific processing activities necessary for the provision of the Services, including but not limited to hosting, infrastructure, communications, analytics, and customer support functions. 

Staymyway shall ensure that each sub-processor is bound by a written agreement imposing data protection obligations that are no less protective than those set out in this DPA. Staymyway shall remain fully liable to the Customer for the performance of each sub-processor’s obligations.

The Customer grants a general authorization for Staymyway to engage and replace sub-processors as needed to deliver the Services, without requiring separate notice or approval, provided that Staymyway ensures continued compliance with this DPA and applicable data protection laws.

7. International Transfers

Any transfer of personal data outside the European Economic Area (EEA) or the United Kingdom shall be conducted under:

• an adequacy decision by the European Commission or the UK government; or
• appropriate safeguards, such as the EU Standard Contractual Clauses (or UK Addendum, where applicable).

Staymyway shall ensure that sub-processors outside the EEA are bound by such safeguards.

8. Obligations of the Customer (Controller)

The Customer shall:

• Ensure it has a valid legal basis for providing personal data to Staymyway;
• Inform data subjects of the processing carried out through the Staymyway platform;
• Not instruct Staymyway to process data in a manner that would violate applicable data protection laws; and
• Remain solely responsible for the accuracy, quality, and legality of the personal data.

9. Deletion and Return of Data

Upon termination of the Agreement, Staymyway shall, at the Customer’s written request:

• delete all personal data from its systems and sub-processors’ systems, or

• return all personal data to the Customer in a commonly used electronic format,
  unless Union or Member State law requires further retention.

10. Liability

Each Party’s liability under this DPA shall be subject to the limitations of liability set out in the main Terms and Conditions, except where otherwise required by applicable data protection laws.

11. Governing Law

This DPA shall be governed by and construed in accordance with the law governing the main Terms and Conditions.