Terms & Conditions | Kaskades Hotel South Beach | Miami Beach

Terms & Conditions

Terms of Service

These Terms of Service (the “Terms” or “Agreement”) are made and entered into by and between you (“User”, “you”, “your” or “yours”) and M Hotel Management, LLC a Florida limited liability company (referred to in these Terms as “Company”, “we”, “us” or “our”) for the use of the website https://www.kaskadessouthbeach.com, any site or sub-site hosted thereon, and any mobile application or other software provided by us (collectively, the “Platform”, “Service” or “Services”).

BEFORE YOU PROCEED, PLEASE READ THESE TERMS OF USE CAREFULLY. THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING, ACCESSING, OR LOGGING INTO OUR PLATFORM, OR DOWNLOADING ANY CONTENT THEREON, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS HEREOF WITHOUT ANY MODIFICATIONS, ADDITIONS OR DELETIONS. YOU AGREE TO ABIDE BY AND BE BOUND BY THE TERMS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE AS WELL AS ANY ADDITIONAL TERMS AND RESTRICTIONS PRESENTED IN RELATION TO SPECIFIC CONTENT OR A SPECIFIC SERVICE OR FEATURE OFFERED BY COMPANY (IF YOU DO NOT AGREE TO THE TERMS OF USE CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE OUR PLATFORM).

Please read these Terms carefully and print them for future reference. By accessing, browsing, or otherwise using the Platform, or our products and services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not accept the Terms, you shall not access, browse, or use the Platform. These Terms along with our Privacy Policy and Cookie Policy explain how we provide our products and services, collect, hold, and process your information, and govern your access to and use of our products and services, including any content, functionality and services offered on or through the Platform. If you do not want to agree to these Terms or the Privacy Policy, you may not use our Platform, products, and services. If you are accessing our Platform via any other third-party application or site, you expressly agree to be bound by the notices, terms, and conditions posted thereon.

You understand and agree that we may change these Terms at any time without prior notice. You may read a current, effective copy of these Terms at any time by selecting the “Terms of Service” link on the Platform. The revised terms and conditions will become effective at the time of posting. Any use of the Platform, products, or services after such date shall constitute your acceptance of such revised terms and conditions. If any change to these Terms is not acceptable to you, your sole remedy is to cease accessing, browsing, and otherwise using the Platform, products, or services. We will not be liable if for any reason all or any part of the Platform, products, or services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, products, or services to users, including registered users. You are responsible for making all arrangements necessary on your end to have access to the Platform, products, or services and ensuring that all persons who access the Platform, products, or services through your internet connection are aware of and comply with these Terms.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 19, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury (See Section 19). For any dispute involving amount less than Eight Thousand ($8,000.00) Dollars, the Parties shall submit such disputes to non-binding mediation in Miami-Dade County (JAMS Rules).

1. Overview. The Company provides you access to our personalized virtual Platform to provide you with information about our property and its services. By accessing or using our Platform, you agree to comply with and by bound by these Terms.

2. Eligibility. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least eighteen (18) years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are under the age of eighteen (18), you represent that you have your parent’s or legal guardian’s permission to use the Service.

2.1       Parents and Legal Guardians. If you are a parent or legal guardian who allows your minor children to use the Service through your account, you accept these Terms on behalf of your child and are responsible for your child’s activity on the Service. If you (or your parent or legal guardian, as may be applicable) do not agree to these Terms, you may not use our Service.

3.   Accounts and Registration. 

3.1 To gain access to the Services, you may be required create a user account (“Account”). If applicable, Users will receive an email confirming the creation of their Account.

3.2 If necessary to use the Platform, when you register for an Account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your Account is no longer secure, then you must immediately notify us at legalnotices@gfoinvestments.com.

3.3 Incurring Liabilities. Notwithstanding any other terms of this Agreement, any acts or omissions by the User that violate the Terms shall be deemed a breach of these Terms by the User and User will indemnify, defend, and hold the Company harmless from and against all damages, liabilities, costs, and expenses that the Company may incur as the result of such breach.

4. General Payment Terms. Although the Company may, in its discretion, make certain features and content of the Service available free of charge to certain users, other features of the Service may require you to pay fees in accordance with the terms below. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are stated in U.S. Dollars and shall be deemed non-refundable, once paid. 

4.1 Prices. The Company reserves the right to determine pricing for the Service in its sole discretion and may change pricing at any time. The Company will make reasonable efforts to keep pricing information published on the Platform up to date. The Company will use reasonable efforts to notify you of any changes before they apply. We encourage you to check our Platform periodically for current pricing information. The Company may change the fees for any feature of the Service, including additional fees or charges. The Company may also, in our sole discretion, make promotional offers with varying features and legal terms available to select Users. Any such promotional offers, unless made to you and accepted by you, will not apply to your use of the Service.

4.2 Authorization. You authorize the Company to charge all amounts applicable for paid features that you choose to utilize and any level of Service you select as described in these Terms or published by the Company on the Service, from time to time, including all applicable taxes, to the payment method specified in your Account, if applicable. If you pay any fees with a credit, debit, or other payment card,  the Company may seek pre-authorization or verification of your credit card account prior to your purchase to prevent fraud and/or verify that the payment card is valid and has the necessary funds or credit available to cover your purchase. You hereby authorize the Company to pre-authorize your payment card for the costs and fees of incurred with the Platform or Service, including any other fees that may be due hereunder.

4.3 Free Services. The Company may make complementary Services available to you (“Complementary Services”), from time to time. Your use of Complementary Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Complementary Services are provided to you without charge up to certain limits set forth by us and subject to change without notice. You agree that the Company, in its sole discretion and for any or no reason, may terminate access to the Complementary Services or any part thereof. You agree that any termination of access to the Complementary Services may be without prior notice, and you agree that the Company will not be liable to you or any third party for such termination.

NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN, ANY COMPLEMENTARY SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND WE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE COMPLEMENTARY SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE OUR LIABILITY WITH RESPECT TO THE COMPLEMENTARY SERVICES SHALL NOT EXCEED TEN ($10.00) DOLLARS. WITHOUT LIMITING THE FOREGOING, WE AND OUR AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE COMPLEMENTARY SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE COMPLEMENTARY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE COMPLEMENTARY SERVICES WILL BE ACCURATE.

4.4 Payment Processing. Payment processing services on our Platform are provided by Third-Party Sites (as defined below). By processing payment via any Third-Party Sites, you agree to expressly be bound by any posted terms and conditions. You should contact the site administrator for those Third-Party Sites if you have any concerns regarding any payments made on such Third-Party Sites. The Company is not responsible for any payments made via any linked Third-Party Sites and does not make any representations regarding the content or accuracy of any materials on such Third-Party Sites. To the fullest extent permitted under applicable law, you agree to indemnify us and hold us harmless for your access, payment processing, and use of any Third-Party Sites. As a condition of Company enabling payment processing services through Third-Party Sites, you agree to provide the Third-Party Sites accurate and complete information about you and/or your business, and you authorize the Third-Party Sites to share it with Company to share it and the transaction information related to your use of the payment processing services.

4.5 Payment Delinquencies. The Company may suspend or terminate your access to the Service, including fee-based portions of the Service, if you owe any amount to us which remains unpaid for a period of thirty (30) days or more. In addition to the amount due we may charge you fees and costs that are incidental to any chargeback or collection of any unpaid amount, including legal fees and costs.

5. User Guidelines

5.1 When using the Platform, you agree not to use the information, services or any other part of the Platform to take any actions that:

  1. Are contrary to Company’s public image, goodwill or reputation;
  2. Promote any illegal activity or content;
  3. Infringe on our or any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity and privacy;
  4. Express or imply that any of your statements, activities or causes are endorsed by us, without our prior written consent;
  5. Violate any applicable law, statute, ordinance or regulation, or encourage any conduct that could constitute a criminal offense or give rise to civil liability;
  6. Are libelous, defamatory, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory, pornographic or obscene;
  7. Transmit any trade secret or other material, non-public information about any person, company or entity without the authorization to do so;
  8. Restrict or inhibit any other visitor from using the Platform, including without limitation, by means of “hacking” or defacing any portion of the Platform;
  9. Modify, adapt, sub-license, translate, sell, reverse engineer, decompile, or disassemble any portion of the Platform;
  10. Remove any copyright trademark or other proprietary rights notices contained in the Platform;
  11. Sublicense, sell, rent, lease, transfer, assign, or convey any rights under the Terms of Service to any third party, or otherwise commercially exploit or profit from the information or content of the Platform, or any portion thereof, in any manner whatsoever, except as expressly permitted herein;
  12. “Frame” or “mirror” any part of the Platform without prior written authorization;
  13. Distribute any virus, worm or other similar or deleterious files, scripts or programming routines;
  14. Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine” the Platform or in any way reproduce or circumvent the navigational structure or presentation of the Platform or its contents, authentications and security measures;
  15. Harvest or collect information about any Platform visitors or users without their express consent.

6. Third Party Services.

6.1 Linked Websites. The Platform may contain links to third-party websites including, but not limited, any third-party booking websites (“Third-Party Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such Third-Party Sites. The content of such Third-Party Sites is developed and provided by others, not by the Company, and we have no control over any content or legal terms contained in any Third-Party Sites. By visiting any Third-Party Sites, you agree to expressly be bound by any posted terms and conditions. You should contact the site administrator for those Third-Party Sites if you have any concerns regarding such links or any content located on such Third-Party Sites. The Company is not responsible for the content of any linked Third-Party Sites and does not make any representations regarding the content or accuracy of any materials on such Third-Party Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any Third-Party Sites, you do so at your own risk. To the fullest extent permitted under applicable law, you agree to indemnify us and hold us harmless for your access and use of any Third-Party Sites.

6.2 Third-Party Service Providers. The Company does not warrant, endorse, guarantee, or assume any responsibility or liability for any product or service advertised or offered by a third-party (“Third-Party Service Provider”) through our Platform or Service. If you use any product or service offered by a third-party in conjunction with the Platform, you acknowledge and agree that (i) you are responsible for understanding the terms and conditions of your use of the third-party product or service; (ii) we do not control the third-party or its product or service; (iii) your use of their product or service is at your own risk; and (iv) we are not responsible and may not be held liable for the product or service, or the actions or omissions, of the third-party. Subject to these disclaimers, we may use certain Third-Party Service Providers to gather data and authenticate information regarding you, your device, and your Account, if applicable. In some instances, this may require you to accept third-party software tools and products through the Platform. You further agree we may place cookies and other identifiers on the mobile devices you use to access our products, services, website, as specified in these Terms or in our products or Services.We do not assume responsibility for hotel bookings made through any Third-Party Service Provider, and we are not liable to you for such bookings. The terms and conditions of the Third-Party Service Provider will outline your rights against them and explain their liability to you.

7. Reservation Policies

7.1 The Company and any other third-party providers of products or services related to the Platform reserve the right to cancel or modify reservations made via the Platform or third-party websites used in connection with the Service if there is evidence of fraudulent or inappropriate activity by the User or if the reservations contain or result from a mistake or error. However, the Company any other third-party providers of products or services related to the Platform are not responsible for any issues with communication, including malfunctions, failures, or difficulties, or for lost, stolen, or misdirected transmissions, messages, or entries, or for the security of any such communications. Additionally, the Company any other third-party providers of products or services related to the Platform are not responsible for any incorrect or inaccurate entry of information, whether caused by the User, the equipment or programming associated with the Platform, or by any technical or human error that may occur in the processing of any information related to the Platform.

7.2 Reservations for more than nine (9) rooms at the property for the same period of stay, made on the Platform by individuals, agencies, or any other method must be directly booked through the Company at CONTACT. Failure to do so may result in cancellation or additional requirements imposed on such reservations.

7.3 If you intend to travel with your pet, we suggest verifying directly with the Company whether they accept pets at the property.

7.4 You agree that neither the Company and any other third-party providers of products or services related to the Platform are liable for any damages that may arise as a result of any travel or hotel arrangements or other orders you request or make on the Platform which are not processed or accepted for any reason.

7.5 You agree to indemnify and hold us, our directors, officers, shareholders, employees, contractors, agents, representatives, affiliates, and third party users harmless from and against any and all claims, causes of action, liabilities, damages, losses, expenses and costs (including, without limitation, attorneys’ fees) that arise directly or indirectly out of or from: (i) your violation of these Terms, any other agreement or terms of use with us, any representation or warranty contained herein or therein or any applicable law; (ii) your activities in connection with obtaining any products or services from us; (iii) any activity related to access to or use of the Service by you or any other person; (iv) negligence, willful misconduct, breach of applicable laws, or any other act or omission caused by you in connection with your use of the Service; and (v) your breach of any applicable agreement between you and any third-party.

8. CONFIRM IF ANY SPECIAL NOTES FOR TRAVEL AGENTS

9. Travel Disclaimer

9.1 When traveling, the User shall be aware that some destinations may pose higher risks than others. Company hereby advises Users to review applicable travel prohibitions, warnings, announcements, and advisories issued by the United States Government before booking trips to international destinations. For details on conditions in different countries and territories and the risk levels associated with traveling to international destinations, please visit:www.state.gov, www.tsa.gov, www.dot.gov, www.faa.gov, www.cdc.gov, www.treas.gov/ofac and www.customs.gov. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT TRAVEL TO, OR ACCOMMODATIONS IN, DESTINATIONS WHERE SERVICES ARE OFFERED VIA THIS PLATFORM IS ADVISABLE OR WITHOUT RISK AND IS NOT LIABLE FOR DAMAGES OR LOSSES THAT MAY RESULT FROM ANY TRAVEL RELATED ACTIONS OR EVENTS, OR STAYING IN, SUCH DESTINATIONS TO THE FULLEST EXTENT PERMITTED BY LAW.

10. Our Content

10.1 Our Platform contains our proprietary material or material that has been licensed to us, including but not limited to software, text, graphics, and images (collectively, our “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties. The Content is the intellectual property of Company or our licensors and constitute trademarks, patents, copyrights, and other intellectual property rights of Company or its licensors under U.S. and foreign laws and international conventions. Unauthorized use of our Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy, or display the Content except as permitted under these Terms. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. Failure to do so may result in violations of state and federal laws. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other website, digital or printed materials, or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of these Terms, your right to access and/or use the Content and Platform shall automatically terminate and you must immediately destroy any copies you have made of the Content.

10.2 The trademarks, service marks, and logos of the Company and its affiliates (collectively, the “Company Trademarks”) used and displayed on this Platform are registered and unregistered trademarks or service marks of the Company. Other company, product, and service names located on the Platform may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with the Company Trademarks, the “Trademarks”). Nothing on this Platform or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademarks displayed on this Platform without the prior written consent of the Company specific for each such use. The Trademarks may not be used to disparage the Company or the applicable third-party, the Company’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any website is prohibited without Company’s prior written consent. All goodwill generated from the use of any Company Trademarks shall inure to the Company’s benefit. Certain elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Company. None of the Content for this Platform may be retransmitted without the express written consent from Company for each and every instance.

10.3 Ownership; Proprietary Rights. The Service is owned and operated by the Company. The Content, visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Platform and the Service (“Materials”) provided by Company are protected by intellectual property and other laws. All Materials included in the Platform and the Service are the property of Company or its third-party licensors. Except as expressly authorized by Company, you may not make use of the Materials except in connection with your use of the Service. Company reserves all rights to the Materials not granted expressly in these Terms.

11. Feedback. If you choose to provide input and suggestions regarding the design and performance of the Service, problems with, or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

12. Digital Millennium Copyright Act

12.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:

Gale Miami Hotel & Residences
Attn: Legal Department  
601 N.E. 1st Avenue
Miami, FL  33132
Email: legalnotices@gfoinvestments.com

Only copyright complaints may be sent to our Copyright Agent. No other communications will be accepted or responded to.

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must contain the following information:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
  2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
  3. a description of the material that you claim is infringing and where it is located on the Service;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
  6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

IMPORTANT NOTICE: MISREPRESENTATIONS MADE IN A NOTICE CLAIMING THAT CONTENT OR ACTIVITY IS INFRINGING VIOLATES THE DIGITAL MILLENNIUM COPYRIGHT ACT AND MAY EXPOSE YOU TO LIABILITY FOR DAMAGES (INCLUDING COSTS AND ATTORNEYS’ FEES). COURTS HAVE FOUND THAT YOU MUST CONSIDER COPYRIGHT DEFENSES, LIMITATIONS OR EXCEPTIONS BEFORE SENDING A NOTICE. ACCORDINGLY, IF YOU ARE NOT SURE WHETHER CONTENT RESIDING ON OUR PLATFORM OR SERVICE INFRINGES YOUR COPYRIGHT, WE SUGGEST THAT YOU FIRST CONTACT AN ATTORNEY. IN ADDITION, PLEASE DETERMINE WHETHER THE CONTENT YOU ARE SENDING A NOTICE ABOUT IS ACTUALLY RESIDING ON OUR PLATFORM OR SERVICE BEFORE SENDING THE NOTICE.

12.2 Repeat Infringers. Company will promptly terminate the Accounts or right of access of any User that is determined by Company to be a repeat infringer.

13. Modification of these Terms. We may, from time to time, change these Terms unilaterally. Changes will apply only on a going-forward basis, and any disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. Please check these Terms periodically for changes. Unless otherwise stated, revisions will be effective upon posting except that, for existing Users, we will provide reasonable advance notice of any material modifications of the Terms and the opportunity to review the changes. If you do not agree to the modified Terms, you may terminate your Account prior to the effective date of the revised Terms by contacting legalnotices@gfoinvestments.com to terminate your Account. If you do not accept the amended Terms, you will not be permitted to continue to use the Platform or the Services and must cease the use thereof. Except as expressly permitted in this Section, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

14. Term, Termination and Modification of the Service.

14.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 14.2.

14.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Company may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by the Compay at legalnotices@gfoinvestments.com.

14.3 Effect of Termination. Upon termination of these Terms: (a) your rights to use the Platform and the Service will terminate and you must immediately cease all use thereof; (b) you will no longer be authorized to access the Service; (c) you must pay Company any unpaid amount that was due prior to termination, including costs and fees that arise due to your use of the Service and/or any breach of these Terms; and (d) all payment obligations will survive the termination hereof. You also understand and agree that all terms and conditions hereof that require continued performance, compliance, or effect beyond the termination date of these Terms shall survive such termination date and shall be enforceable in the event of a failure to perform or comply.

14.4 Modification of the Service. Company reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Company will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service. The availability of Content may change from time to time, and from geographic territory to territory. As a result, we do not guarantee that any Content will be available or remain available on the Service.

15. Updates.

15.1 We may automatically update the Service at our sole discretion, including but not limited when we want to improve performance, enhance functionality, reflect changes to the operating system or address security issues.

15.2 If you choose not to install such updates or if you opt out of automatic updates (if applicable), you may not be able to continue using the Platform and the Services.

16. Indemnification. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Company and its affiliated entities, and their members, managers, shareholders, officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Company Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

17. DISCLAIMERS; NO WARRANTIES

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. COMPANY DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND COMPANY DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR COMPANY ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE COMPANY ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. COMPANY DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT COMPANY IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

18. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY COMPANY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF COMPANY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF (OR ANY INABILITY TO USE THE SERVICE OR ANY PORTION THEREOF, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO COMPANY FOR ACCESS TO AND USE OF THE SERVICE IN THE SIX (6) MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) FIVE HUNDRED ($500.00) DOLLARS.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 18 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19. Dispute Resolution and Arbitration

19.1 Generally. In the interest of resolving disputes between you and Company in the most expedient and cost-effective manner, and except as described in Section 19.2 and 19.3, you and Company agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

19.2 Exceptions. Despite the provisions of Section 19.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court (although all disputes for amounts for $8,000.00 or less must be submitted first to non-binding mediation in Miami-Dade County, Florida (JAMS Rules); (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

19.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 19 within thirty (30) days after the date that you agree to these Terms by sending a letter to the Company at 601 NE 1st Avenue, Miami, FL 33132   that specifies: your full legal name, the email address associated with your account on the Service (if any), and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Company receives your Opt-Out Notice, this Section 19 will be void and any action arising out of these Terms will be resolved as set forth in Section 20.3. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

19.4 Arbitrator. Any arbitration between you and Company will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Company. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

19.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Company’s address for Notice is 601 NE 1st Avenue, Miami, FL 33132    . The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Company may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or the Company must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Company in settlement of the dispute prior to the award, Company will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) Ten Thousand ($10,000.00) Dollars.

19.6 Fees. If you commence arbitration in accordance with these Terms, Company will reimburse you for your payment of the filing fee, unless your claim is for more than Ten ($10,000.00) Dollars, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Miami, Florida but if the claim is for Ten ($10,000.00) Dollars or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that (A) either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), or (B) that the prevailing party in such arbitration is entitled to reimbursement of fees and costs, then you may be subject to payment of  such fees and costs under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.

19.7 No Class Actions. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

19.8 Modifications to this Arbitration Provision. If the Company makes any future change to this arbitration provision, other than a change to the Company’s address for Notice of Arbitration, you may reject the change by sending us written notice within thirty (30) days of the change to the Company’s address for Notice of Arbitration, in which case your right to access the Service will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

19.9 Enforceability. If Section 19.7 or the entirety of this Section 19 is found to be unenforceable, or if the Company receives an Opt-Out Notice from you, then the entirety of this Section 19 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 20.3 will govern any action arising out of or related to these Terms.

20. Miscellaneous.

20.1 Privacy Policy. The Company is concerned about the safety and privacy of all its users, particularly children. For this reason, parents of children under the age of thirteen (13) who wish to allow their children access to the Service are responsible for supervision of that access. When allow your child to access the Platform, you certify that you are at least eighteen (18) years old and that you are the legal guardian of the child/children accessing the Platform. By allowing access to your child, you also give your child permission to access many areas of the Service. Please remember that the Service is designed to appeal to a broad audience. Accordingly, as the legal guardian, it is your responsibility to determine whether any of the Service areas are appropriate for your child. Registration data and certain other information about you is subject to our Privacy Policy, to which you expressly agree. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by the Company and its affiliates.

20.2 General Terms. These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and the Company regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

20.3 Governing Law. These Terms are governed by the laws of the State of Florida, United States of America, without regard to conflict of law principles. You and the Company submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Miami-Dade County, Florida for resolution of any lawsuit or court proceeding permitted under these Terms. Our Service is not subject to the laws or jurisdiction of any state, country, or territory other than that of the United States. We do not represent or warrant that our Service, or any part thereof, is appropriate or available for use in any particular jurisdiction. Those who choose to access our Service do so on their own initiative and at their own risk, and are responsible for complying with all applicable laws, rules, and regulations. We may limit the availability of our Service, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

20.4 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or will be forever barred.

20.5 Privacy Policy; Cookie Policy. In connection with your access to the Platform and use of the service, you expressly agree to our Privacy Policy and our Cookie Policy. Please read the Privacy Policy and Cookie Policy carefully in order to learn more about how we use information we collect from you when you access, visit, or use the Platform. The Privacy Policy and Cookie Policy are part of and is governed by these Terms and by agreeing to the Terms, you agree to be bound by the terms of the Privacy Policy and Cookie Policy, and you agree that we may use information collected from you in accordance with the Privacy Policy and Cookie Policy.

20.6 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Platform or the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

20.7 Security Protocols. You understand that the Service and software embodied within the Platform may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by us and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution, or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

20.8 No Resale of Service. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service or the Service (including your Account, if any), use of the Service, or access to the Service.

20.9 Consent to Electronic Communications. By using the Platform or our Service, you acknowledge and agree that you are contracting with the Company electronically, and that we may provide you with any and all notices and disclosures in electronic format (e.g., via e-mail or via the Platform). Any notice, disclosure, agreement, acknowledgement, form, consent, statement, policy, record, document, preference, privacy policy, or other information we provide to you, or that you submit, agree to, or sign at our request (each, a “Communication”) will be provided in electronic form and will be provided either: (1) via e-mail or text message or (2) via the Platform. You expressly consent and agree that we can contact you using written, electronic, or verbal means, including by manual dialing, emails, in-app messaging, leaving prerecorded/artificial voice messages or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your account and as the law allows, even if those phone numbers are registered by you on any federal or state Do-Not-Call/Do-Not-email registry. You agree that we may use any email address or telephone number you provide as set forth here, now or in the future, including mobile phone numbers. You also agree that we may monitor and record calls regarding your account to ensure the quality of our service or for other reasons.

20.10 Marketing Communications. By agreeing to these terms, you expressly acknowledge and agree that we may send you emails concerning out products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions provided.

20.11 Contact Information. The Service is offered by M Hotel Management, LLC located at 601 N.E. 1st Avenue, Miami, FL 33132.You may contact us by sending correspondence to that address or by emailing us at legalnotices@gfoinvestments.com.

20.12 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service. For more information, please also read our Privacy Rights Summary Notice.

20.13 No Support. We are under no obligation to provide support for the Platform or Service. In instances where we may offer support, the support will be subject to published policies.

20.14 International Use. The Platform and Service is hosted from the State of Florida, United States of America and is intended for Users located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

Last Updated: March 26, 2024.