Terms and Conditions

Please read these Terms and Conditions (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing, viewing or using the Palazzo Beverly Hills website, or emailing Palazzo Beverly Hills you agree to comply with and be bound by these Terms.

Please note: Section 7 and Section 14 of these Terms contains an arbitration clause and class action and jury trial waiver. If your country of residence is the United States, this provision applies to all disputes with Palazzo Beverly Hills. If your country of residence is outside of the United States, this provision applies to any action you bring against Palazzo Beverly Hills in the United States. It affects how disputes with Palazzo Beverly Hills are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action and jury trial waiver. Please read it carefully.

Last Updated: November 1, 2019

These Terms constitute a legally binding agreement ("Agreement") between you and Palazzo Beverly Hills (as defined below) governing your access to and use of the Palazzo Beverly Hills website, including any subdomains thereof, and any other websites through which Palazzo Beverly Hills advertises (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and any other online promotion or advertising of the Palazzo Beverly Hills residence (collectively, "Advertisements"). The Site, Application and Advertisements together are hereinafter collectively referred to as the “Palazzo Beverly Hills Platform”.

When these Terms mention “Palazzo Beverly Hills,” “we,” “us,” or “our,” it refers solely to the name of the Palazzo Beverly Hills residence, which translates from Italian to English as "Beverly Hills Palace". Palazzo Beverly Hills does not provide "goods or services", is not a registered business, does not engage in contractual dealings with the public, nor is Palazzo Beverly Hills open to the public. Past and present owners of the Palazzo Beverly Hills residence do not engage in contractual dealings or advertising of the Palazzo Beverly Hills residence and do not have any involvement, whether directly or indirectly with the management of the Palazzo Beverly Hills residence.

By accessing, viewing or using this website, you agree to indemnify and hold harmless any past and present owners of the Palazzo Beverly Hills residence against any and all liability, losses or damages or any expenses whatsoever

as a result of any claims, demands, damages, costs or judgments that may arise in connection with or as a result of the use, viewing, access or reliance upon this website.

Information contained on this website is deemed reliable but not guaranteed. We assume no responsibility for typographical errors, misprints or misinformation. The information contained on this website and all content therein is “AS IS” and without any warranty, express or implied. We shall be held totally harmless from any damages arising from reliance upon this data. We do not warrant the accuracy, quality, reliability, suitability, completeness, usefulness or effectiveness of any information provided herein or contained in any advertisement that refers or relates to the Palazzo Beverly Hills residence.

1. Content

1.1 Palazzo Beverly Hills may, at its sole discretion (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Palazzo Beverly Hills Platform.

1.2 The Palazzo Beverly Hills Platform and Palazzo Beverly Hills Content, may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Palazzo Beverly Hills Platform and Palazzo Beverly Hills Content, including all associated intellectual property rights, are the exclusive property of Palazzo Beverly Hills and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Palazzo Beverly Hills Platform or Palazzo Beverly Hills Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Palazzo Beverly Hills used on or in connection with the Palazzo Beverly Hills Platform and Palazzo Beverly Hills Content are trademarks or registered trademarks of Palazzo Beverly Hills in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Palazzo Beverly Hills Platform, Palazzo Beverly Hills Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

1.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Palazzo Beverly Hills Platform or Collective Content, except to the extent you are the legal owner of certain Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Palazzo Beverly Hills or its licensors, except for the licenses and rights expressly granted in these Terms.

1.4 Subject to your compliance with these Terms, Palazzo Beverly Hills grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and view any Collective Content made available on or through the Palazzo Beverly Hills website and accessible to you, solely for informative and non-commercial use.

1.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Content online or through the Palazzo Beverly Hills website, Palazzo Beverly Hills social media, the use of the Palazzo Beverly Hills hashtag, the submission of images to Palazzo Beverly Hills for publication or re-publication, you grant to Palazzo Beverly Hills a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Content to provide and/or promote the Palazzo Beverly Hills Platform, in any media or platform. Insofar as Content (including Verified Images) includes personal information, such Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy.

1.6 You acknowledge and agree that Palazzo Beverly Hills shall have the right to use any Verified Images in accordance herein for advertising, marketing and/or any other promotional purposes in any media or platform, whether in relation to the Palazzo Beverly Hills website or otherwise, without further notice or compensation to you. Where Palazzo Beverly Hills is not the exclusive owner of Verified Images, by using such Verified Images on or through the Palazzo Beverly Hills Platform, you grant to Palazzo Beverly Hills an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing and/or any other promotional purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Palazzo Beverly Hills in turn grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use Verified Images outside of the Palazzo Beverly Hills Platform solely for your informational, personal and non-commercial use.

1.7 You will not post, upload, publish, submit or transmit any Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates our Content Policy or any other policy.

1.8 Palazzo Beverly Hills respects copyright law. If you believe that any content on our website infringes copyrights you own, please notify us in accordance with our Copyright Policy.

1.9 Our collection and use of personal information in connection with your access to and use of our website is described in our Privacy Policy.

2. Disclaimers

2.1 If you choose to use or rely upon the Palazzo Beverly Hills website or third party advertisements, you do so voluntarily and at your sole risk. The Palazzo Beverly Hills website and Collective Content is provided “as is”, without warranty of any kind, either express or implied.

2.2 You agree that you have had whatever opportunity you deem necessary to investigate laws, rules, or regulations that may be applicable and that you are not relying upon any statement of law or fact made by Palazzo Beverly Hills, if applicable.

3. Limitation of Liability

3.1 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Palazzo Beverly Hills website and Collective Content, or any other interaction you have whether in person or online remains with you. Neither Palazzo Beverly Hills nor any other party involved in creating, producing, or delivering the Palazzo Beverly Hills website or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Palazzo Beverly Hills website or Collective Content, (iii) from any communications, interactions or meetings with any persons or other persons with whom you communicate, interact or meet with as a result of your use of the Palazzo Beverly Hills website, or whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Palazzo Beverly Hills has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.

3.2 In no event will Palazzo Beverly Hills's aggregate liability arising out of or in connection with these Terms and your use of the Palazzo Beverly Hills website or reliance on any advertising or Collective Content exceed one hundred U.S. dollars (US$100). The limitations of damages set forth above are fundamental elements of the basis of the bargain between Palazzo Beverly Hills and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect Palazzo Beverly Hills's liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.

4. Indemnification

4.1 To the maximum extent permitted by applicable law, you agree to release, defend, indemnify, and hold Palazzo Beverly Hills and its affiliates and subsidiaries, including but not limited to, our officers, representatives, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these

Terms or our Policies or Standards, (ii) your improper use of our website (iii) including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising

in connection with or as a result of such interaction, stay, participation or use, (v) your breach of any laws, regulations or third party rights.

5. Dispute Resolution and Arbitration Agreement

5.1 This Dispute Resolution and Arbitration Agreement shall apply if your (i) country of residence or establishment is in the United States; or (ii) your country of residence or establishment is not in the United States, but bring any claim against Palazzo Beverly Hills in the United States.

5.2 Overview of Dispute Resolution Process. Palazzo Beverly Hills is committed to participating in alternative dispute resolution ("ADR"). To that end, these Terms provide for a three-part process for individuals and corporations to whom Section 5 applies: (1) an informal negotiation directly with Palazzo Beverly Hills, and (2) mediation before the American Arbitration Association ("AAA") and (3) binding arbitration administered by the AAA using its specially designed Commercial Arbitration Rules and Mediation Procedures. Specifically, the Commercial Arbitration Rules provide:

Claims can be filed with AAA online (www.adr.org);
Arbitrators must be neutral and no party may unilaterally select an arbitrator;
Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party.

6. Pre-Arbitration Dispute Resolution and Mediation

6.1 Prior to initiating an arbitration, you and Palazzo Beverly Hills each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.

6.2 If a dispute arises from or relates to this website, its use, reliance, or breach thereof, 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 under its Commercial Mediation Procedures before resorting to arbitration.

7. Agreement to Arbitrate.

7.1 You and Palazzo Beverly Hills mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Palazzo Beverly Hills website or the Collective Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Palazzo Beverly Hills agree that the arbitrator will decide that issue. Any controversy or claim arising out of or relating to this website, any advertisement related to the Palazzo Beverly Hills, including any claims of breach of contract, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

8. Exceptions to Arbitration Agreement.

8.1 You and Palazzo Beverly Hills each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack, defamation).

9. Arbitration Rules and Governing Law.

9.1 This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Commercial Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.

10. Modification to AAA Rules - Arbitration Hearing/Location. The location of the arbitration shall be conducted (i) in Los Angeles, California (ii) via phone or video conference; or (iii) for any claim or counterclaim under $15,000, by solely the submission of documents to the arbitrator.

11. Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

12. Right of Appeal. Notwithstanding any language to the contrary, the parties hereby agree: that the Underlying Award may be appealed pursuant to the AAA's Optional Appellate Arbitration Rules ("Appellate Rules"); that the Underlying Award rendered by the arbitrator(s) shall, at a minimum, be a reasoned award; and that the Underlying Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of an Underlying Award, as defined by Rule A-3 of the Appellate Rules, by filing a Notice of Appeal with any AAA office. Following the appeal process the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof.

13. Jury Trial Waiver. You and Palazzo Beverly Hills acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

14. No Class Actions or Representative Proceedings. You and Palazzo Beverly Hills acknowledge and agree that, to the fullest extent permitted by law, we 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 all Disputes. Further, unless you and Palazzo Beverly Hills 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.

15. Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

16. Survival. This section will survive any termination of these Terms and will continue to apply even if you stop using the Airbnb Platform or terminate your Airbnb Account.

17. Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements (“Feedback“). You may submit Feedback by emailing us, or through the “Contact” section of the Palazzo

Beverly Hills website, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

18. Applicable Law and Jurisdiction

18.1 If your country of residence or establishment is the United States, these Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 8 must be brought in state or federal court in Los Angeles, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Los Angeles, California.

19.General Provisions

19.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Palazzo Beverly Hills and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Palazzo Beverly Hills and you in relation to the access to and use of the Palazzo Beverly Hills website.

19.2 No joint venture, partnership, employment, or agency relationship exists between you and Palazzo Beverly Hills as a result of this Agreement or your use of this website.

19.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

19.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

19.5 Palazzo Beverly Hills's failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.