Terms of Service

The Terms.

Stuvi Terms of Service Section 23 of these Terms contains an arbitration agreement and class action waiver that apply to all claims brought against Stuvi in the United States. Please read them carefully.

Last Updated: November 25, 2023

Thank you for using Stuvi!

These Terms of Service (“Terms”) are a binding legal agreement between you and Stuvi that govern your right to use the websites, applications, and other offerings from Stuvi (collectively, the “Stuvi Platform”). When used in these Terms, “Stuvi,” “we,” “us,” or “our” refers to the Stuvi entity set out on Schedule 1 with whom you are contracting.

The Stuvi Platform offers an online venue that enables users (“Members”) to publish, offer, search for, and book music studio services. Members who publish and offer services are “Studio Owners” and Members who search for, book, or use services are “Guests.” Studio Owners offer music studio spaces (“Studios”), music production sessions, workshops, and events (“Experiences”), and a variety of music-related services (collectively, “Host Services,” and each Host Service offering, a “Listing”). You must register an account to access and use many features of the Stuvi Platform, and must keep your account information accurate. As the provider of the Stuvi Platform, Stuvi does not own, control, offer, or manage any Listings or Host Services. Stuvi is not a party to the contracts entered into directly between Studio Owners and Guests, nor is Stuvi a music agency, recording label, or insurer. Stuvi is not acting as an agent in any capacity for any Member, except as specified in the Payments Terms of Service (“Payment Terms”). To learn more about Stuvi’s role see Section 16.

We maintain other terms and policies that supplement these Terms like our Privacy Policy, which describes our collection and use of personal data, and our Payments Terms, which govern any payment services provided to Members by the Stuvi payment entities (collectively "Stuvi Payments").

If you are a Studio Owner, you are responsible for understanding and complying with all laws, rules, regulations, and contracts with third parties that apply to your Host Services.

Guest Terms Our Mission Our mission is to create a world where every musician or producer can find their perfect space to create and innovate. From home studios to professional recording facilities, browse through our wide range of Listings to find the ones that resonate with your musical journey. Learn more about a Listing by reviewing the description and photos, the Studio Owner profile, and Guest reviews. If you have questions, just message the Studio Owner.

Searching and Booking on Stuvi 2.1 Searching You can search for Studio Services using criteria like the type of Studio Service, location, availability dates, and number of participants. You can also use filters to refine your search results. Search results are based on their relevance to your search and other criteria. Relevance considers factors like price, availability, reviews, customer service and cancellation history, popularity, previous bookings and saved Listings, Studio Owner requirements (e.g. minimum or maximum hours), and more. Learn more about search results in our Help Center.

2.2 Booking When you book a Listing, you are agreeing to pay all charges for your booking including the Listing price, applicable fees like Stuvi’s service fee, offline fees, taxes, and any other items identified during checkout (collectively, “Total Price”). You are also agreeing that Stuvi via Stuvi Payments may charge the Payment Method (as defined in the Payment Terms) used to book the Listing in order to collect Damage Claim (as defined in Section 15) amounts. When you receive the booking confirmation, a contract for Studio Services (a "Reservation") is formed directly between you and the Studio Owner. In addition to these Terms, you will be subject to, and responsible for complying with, all terms of the Reservation, including without limitation, the cancellation policy and any other rules, standards, policies, or requirements identified in the Listing or during checkout that apply to the Reservation. It is your responsibility to read and understand these rules, standards, policies, and requirements prior to booking a Listing. Be aware that some Studio Owners work with a co-owner or as part of a team to provide their Studio Services.

2.3 Studio Reservations A Studio Reservation is a limited license to enter, occupy, and use the Studio. The Studio Owner retains the right to re-enter the Studio during your session, to the extent: (i) it is reasonably necessary, (ii) permitted by your contract with the Studio Owner, and (iii) consistent with applicable law. If you overstay, the Studio Owner has the right to make you leave in a manner consistent with applicable law, including by imposing reasonable overstay penalties. You may not exceed the maximum number of allowed participants.

2.4 Reservations for Experiences and Other Studio Services A Reservation for an Experience or other Studio Service entitles you to participate in, attend, or use that Studio Service. You are responsible for confirming that you, and anyone you invite, meet minimum age, proficiency, fitness, or other requirements. You are responsible for informing the Studio Owner of any medical or physical conditions, or other circumstances that may impact your ability to participate, attend, or use the Studio Service. Except where expressly authorized, you may not allow any person to join a Studio Service unless they are included as an additional participant during the booking process.

Cancellations, Issues, Refunds, and Booking Modifications 3.1 Cancellations, Issues, and Refunds In general, if as a Guest you cancel a Reservation, the amount refunded to you is determined by the cancellation policy that applies to that Reservation. But, in certain situations, other policies take precedence and determine what amount is refunded to you. If something outside your control forces you to cancel a Reservation, you may be eligible for a partial or full refund under our Extenuating Circumstances Policy. If the Studio Owner cancels, or you experience an Issue (as defined in our Rebooking and Refund Policy), you may be eligible for rebooking assistance or a partial or full refund under the Rebooking and Refund Policy. Different policies apply to certain categories of Listings; for example, Reservations for Experiences are governed by the Experiences Guest Refund Policy. See each Additional Legal Term or Policy for details about what is covered, and what refund applies in each situation.

3.2 Booking Modifications Guests and Studio Owners are responsible for any booking modifications they agree to make via the Stuvi Platform or direct Stuvi customer service to make on their behalf ("Booking Modifications"), and agree to pay any additional amounts, fees, or taxes associated with any Booking Modification.

Your Responsibilities and Assumption of Risk 4.1 Your Responsibilities You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you invite to join or provide access to any Studio, Experience, or other Studio Service. For example, this means: (i) you are responsible for leaving a Studio (and related equipment) in the condition it was in when you arrived, (ii) you are responsible for paying all reasonable Damage Claim amounts necessary to cover damage that you, your guest(s), or your equipment cause to a Studio, and (iii) you must act with integrity, treat others with respect, and comply with applicable laws at all times. If you are booking for an additional participant who is a minor or if you bring a minor to a Studio Service, you must be legally authorized to act on behalf of the minor and you are solely responsible for the supervision of that minor.

4.2 Your Assumption of Risk You acknowledge that many studio activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Stuvi Platform and any Content (as defined in Section 10), including your use of any Studio, participation in any Experience, use of any other Studio Service, or any other interaction you have with other Members whether in person or online. This means it is your responsibility to investigate a Studio Service to determine whether it is suitable for you. For example, Studio Services may carry risks of equipment malfunction, hearing damage, or other music-related risks, and you freely and willfully assume those risks by choosing to participate in those Studio Services.

Hosting on Stuvi 5.1 Studio Owner As a Studio Owner, Stuvi offers you the right to use the Stuvi Platform to share your music studio space, workshops, or other Studio Services with our vibrant community of Guests - and earn money doing it. It’s easy to create a Listing and you are in control of how you host - set your price, availability, and rules for each Listing.

5.2 Contracting with Guests When you accept a booking request, or receive a booking confirmation through the Stuvi Platform, you are entering into a contract directly with the Guest, and are responsible for delivering your Studio Service under the terms and at the price specified in your Listing. You are also agreeing to pay applicable fees like Stuvi’s service fee (and applicable taxes) for each booking. Stuvi Payments will deduct amounts you owe from your payout unless we and you agree to a different method. Any terms, policies or conditions that you include in any supplemental contract with Guests must: (i) be consistent with these Terms, our Additional Legal Terms, Policies, and the information provided in your Listing, and (ii) be prominently disclosed in your Listing description.

5.3 Independence of Studio Owners Your relationship with Stuvi is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Stuvi, except that Stuvi Payments acts as a payment collection agent as described in the Payments Terms. Stuvi does not direct or control your Studio Service, and you agree that you have complete discretion whether and when to provide Studio Services, and at what price and on what terms to offer them.

Managing Your Listing 6.1 Creating and Managing Your Listing The Stuvi Platform provides tools that make it easy for you to set up and manage a Listing. Your Listing must include complete and accurate information about your Studio Service, your price, other charges like cleaning fees, equipment usage fees, offline fees, and any rules or requirements that apply to your Guests or Listing. You are responsible for keeping your Listing information (including calendar availability) and content (like photos) up-to-date and accurate at all times. We recommend that you obtain appropriate insurance for your Studio Services and suggest you carefully review policy terms and conditions including coverage details and exclusions. You may only maintain one Listing per Studio space, but may have multiple Listings for a single property if it offers varied studio settings. Any offer of a Workshop or Experience is subject to our Additional Terms for Experience Hosts.

6.2 Know Your Legal Obligations You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Listing or Studio Services. For example, some places require Studio Owners to register, get a permit, or obtain a license before providing certain Studio Services (such as sound recording, public performances, or operating a business). In some places, the Studio Services you want to offer may be prohibited altogether. Check your local rules to learn what rules apply to the Studio Services you plan to offer. Information we provide regarding legal requirements is for informational purposes only and you should independently confirm your obligations. You are responsible for handling and using personal data of Guests and others in compliance with applicable privacy laws and these Terms, including our Studio Owner Privacy Standards. If you have questions about how local laws apply you should always seek legal advice.

6.3 Search Ranking The ranking of Listings in search results on the Stuvi Platform depends on a variety of factors, including these main parameters:

Guest search parameters (e.g. number of participants, duration of booking, price range). Listing characteristics (e.g. price, calendar availability, number and quality of images, reviews, type of Studio Service, Studio Owner status, age of the Listing, average Guest popularity). Guest booking experience (e.g. customer service and cancellation history of the Studio Owner, ease of booking). Studio Owner requirements (e.g. minimum or maximum hours, booking cut-off time). Guest preferences (e.g. previous bookings, saved Listings, location from where the Guest is searching). Search Results Disclaimer Search results may appear different on our mobile application than they appear on our website. Stuvi may allow Studio Owners to promote their Listings in search or elsewhere on the Stuvi Platform by paying an additional fee. More information about the factors that determine how your Listing appears in search results, our current promotional programs (if any), and how we identify promoted Content can be found in our Help Center.

6.4 Your Responsibilities You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Studio Services...

6.5 Hosting as a Team or Organization If you work with a co-owner or host as part of a team, business, or other organization, the entity and each individual who participates in providing Studio Services is responsible and liable as a Studio Owner under these Terms...

6.6 Your Assumption of Risk You acknowledge that hosting carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Stuvi Platform, offering Studio Services, or any interaction you have with other Members whether in person or online...

7. Cancellations, Issues, and Booking Modifications 7.1 Cancellations and Issues In general, if a Guest cancels a Reservation, the amount paid to you is determined by the cancellation policy that applies to that Reservation...

7.2 Booking Modifications Studio Owners and Guests are responsible for any Booking Modifications they agree to make via the Stuvi Platform or direct Stuvi customer service to make on their behalf, and agree to pay any additional amounts, fees or taxes associated with a Booking Modification.

8. Taxes 8.1 Studio Owner Taxes As a Studio Owner, you are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or include in your price any applicable VAT or other indirect taxes, occupancy taxes, tourist, income, or other taxes ("Taxes").

8.2 Collection and Remittance by Stuvi In jurisdictions where Stuvi facilitates the collection and/or remittance of Taxes on behalf of Studio Owners, you instruct and authorize Stuvi to collect Taxes on your behalf...

8.3 Tax Information In certain jurisdictions, tax regulations may require that we collect and/or report tax information about you, or withhold taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that Stuvi may issue on your behalf invoices or similar documentation for VAT, GST, consumption or other taxes for your Studio Services to facilitate accurate tax reporting by you, our Guests, and/or their organizations.

9. Reviews After each Studio Service, Guests and Studio Owners will have an opportunity to review each other. Your Review must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates our Content Policy or Review Policy. Reviews are not verified by Stuvi for accuracy and may be incorrect or misleading.

10. Content Parts of the Stuvi Platform enable you to provide feedback, text, photos, audio, video, information, and other content (collectively, “Content”). By providing Content, in whatever form and through whatever means, you grant Stuvi a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sublicensable, and transferable license to copy, modify, prepare derivative works of, distribute, publish, and otherwise exploit that Content, without limitation. If Content includes personal information, our Privacy Policy describes how we use that personal information. Where Stuvi pays for the creation of Content or facilitates its creation, Stuvi may own that Content, in which case supplemental terms or disclosures will say that. You are solely responsible for all Content that you provide and warrant that you either own it or are authorized to grant Stuvi the rights described in these Terms. You are responsible and liable if any of your Content violates or infringes the intellectual property or privacy rights of any third party. Content must comply with our Content Policy and Nondiscrimination Policy, which prohibit, among other things, discriminatory, obscene, harassing, deceptive, violent, and illegal content. You agree that Stuvi may make available services or automated tools to translate Content and that your Content may be translated using such services or tools. Stuvi does not guarantee the accuracy or quality of translations and Members are responsible for confirming the accuracy of such translations.

11. Fees Stuvi may charge fees (and applicable Taxes) to Studio Owners and Guests for the right to use the Stuvi Platform. More information about when service fees apply and how they are calculated can be found on our Service Fees page. Except as otherwise provided on the Stuvi Platform, service fees are non-refundable. Stuvi reserves the right to change the service fees at any time, and will provide Members notice of any fee changes before they become effective. Fee changes will not affect bookings made prior to the effective date of the fee change. If you disagree with a fee change you may terminate this agreement at any time pursuant to Section 13.2.

Stuvi Platform Rules 12.1 Rules. You must follow these rules and must not help or induce others to break or circumvent these rules.

Act with integrity and treat others with respect

Do not lie, misrepresent something or someone, or pretend to be someone else.

Be polite and respectful when you communicate or interact with others.

Follow our Nondiscrimination Policy and do not discriminate against or harass others.

Do not scrape, hack, reverse engineer, compromise or impair the Stuvi Platform

Do not use bots, crawlers, scrapers, or other automated means to access or collect data or other content from or otherwise interact with the Stuvi Platform.

Do not hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Stuvi Platform or Content.

Do not decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the Stuvi Platform.

Do not take any action that could damage or adversely affect the performance or proper functioning of the Stuvi Platform.

Only use the Stuvi Platform as authorized by these Terms or another agreement with us

You may only use another Member’s personal information as necessary to facilitate a transaction using the Stuvi Platform as authorized by these Terms.

Do not use the Stuvi Platform, our messaging tools, or Members’ personal information to send commercial messages without the recipient’s express consent.

You may use Content made available through the Stuvi Platform solely as necessary to enable your use of the Stuvi Platform as a Guest or Studio Owner.

Do not use Content unless you have permission from the Content owner or the use is authorized by us in these Terms or another agreement you have with us.

Do not request, make, or accept a booking or any payment outside of the Stuvi Platform to avoid paying fees, taxes or for any other reason. See our Offline Fee Policy for exceptions.

Do not require or encourage Guests to open an account, leave a review, complete a survey, or otherwise interact, with a third party website, application or service before, during, or after a Reservation, unless authorized by Stuvi.

Do not engage in any practices that are intended to manipulate our search algorithm.

Do not book Studio Services unless you are actually using the Studio Services.

Do not use, copy, display, mirror, or frame the Stuvi Platform, any Content, any Stuvi branding, or any page layout or design without our consent.

Honor your legal obligations

Understand and follow the laws that apply to you, including privacy, data protection, and export laws.

If you provide us with someone else’s personal information, you: (i) must do so in compliance with applicable law, (ii) must be authorized to do so, and (iii) authorize us to process that information under our Privacy Policy.

Read and follow our Terms, Additional Legal Terms, Policies, and Standards.

Do not organize or facilitate unauthorized parties or events. You are responsible and liable for any party or event during your Reservation that violates our rules for parties and events, as incorporated by reference herein.

Do not use the name, logo, branding, or trademarks of Stuvi or others without permission, and only as set forth in our Trademark Guidelines.

Do not use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that may be confused with Stuvi branding.

Do not offer Studio Services that violate the laws or agreements that apply to you.

Do not offer or solicit prostitution or participate in or facilitate human trafficking.

12.2 Reporting Violations If you believe that a Member, Listing or Content poses an imminent risk of harm to a person or property, you should immediately contact local authorities before contacting Stuvi. In addition, if you believe that a Member, Listing or Content has violated our Standards, you should report your concerns to Stuvi. If you reported an issue to local authorities, Stuvi may request a copy of that report. Except as required by law, you agree that we are not obligated to take action in response to any report.

12.3 Copyright Notifications If you believe that Content on the Stuvi Platform infringes copyrights, please notify us in accordance with our Copyright Policy.

Termination, Suspension and other Measures 13.1 Term The agreement between you and Stuvi reflected by these Terms is effective when you access the Stuvi Platform (for example to create an account) and remains in effect until either you or we terminate the agreement in accordance with these Terms.

13.2 Termination You may terminate this agreement at any time by sending us an email or by deleting your account. Stuvi may terminate this agreement and your account for any reason by giving you 30 days’ notice via email or using any other contact information you have provided for your account. Stuvi may also terminate this agreement immediately and without notice and stop providing access to the Stuvi Platform if you breach these Terms, you violate our Additional Legal Terms, or Policies, you violate applicable laws, or we reasonably believe termination is necessary to protect Stuvi, its Members, or third parties. If your account has been inactive for more than two years, we may terminate your account without prior notice.

13.3 Member Violations If (i) you breach these Terms, our Additional Legal Terms, Policies, or our Standards, (ii) you violate applicable laws, regulations, or third-party rights, or (iii) Stuvi believes it is reasonably necessary to protect Stuvi, its Members, or third parties; Stuvi may, with or without prior notice:

suspend or limit your access to or use of the Stuvi Platform and/or your account; suspend or remove Listings, Reviews, or other Content; cancel pending or confirmed bookings; or suspend or revoke any special status associated with your account. For minor violations or where otherwise appropriate as Stuvi determines in its sole discretion, you will be given notice of any intended measure by Stuvi and an opportunity to resolve the issue. You may appeal actions taken by us under this Section by contacting customer service. If a Reservation is canceled under this Section, the amount paid to the Studio Owner will be reduced by the amount we refund or otherwise provide to the Guest, and by any other costs we incur as a result of the cancellation.

13.4 Legal Mandates Stuvi may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including the measures described above in Section 13.3.

13.5 Effect of Termination If you are a Studio Owner and terminate your Stuvi account, any confirmed booking(s) will be automatically canceled and your Guests will receive a full refund. If you terminate your account as a Guest, any confirmed booking(s) will be automatically canceled and any refund will depend upon the terms of the Reservation’s cancellation policy. When this agreement has been terminated, you are not entitled to a restoration of your account or any of your Content. If your access to or use of the Stuvi Platform has been limited, or your Stuvi account has been suspended, or this agreement has been terminated by us, you may not register a new account or access or use the Stuvi Platform through an account of another Member.

13.6 Survival Parts of these Terms that by their nature survive termination, will survive termination of this agreement, including Sections 2 through 26.

Modification Stuvi may modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the Stuvi Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of any material changes by email at least 30 days before the date they become effective. If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. If you do not terminate your agreement before the date the revised Terms become effective, your continued access to or use of the Stuvi Platform will constitute acceptance of the revised Terms.

Resolving Complaints and Damage Claims If a Member provides valid evidence that you, your guest(s), or your equipment damaged the complaining Member’s studio or personal property, or studio or personal property the complaining Member is responsible for, including consequential damages, ("Damage Claim"), the complaining Member can notify Stuvi and/or seek compensation through the Resolution Center. You will be notified of the Damage Claim and given an opportunity to respond. If you agree to pay, or if the Damage Claim is escalated to Stuvi and Stuvi determines in its sole discretion that the Damage Claim is valid and you are responsible for the Damage Claim, Stuvi via Stuvi Payments can collect the amount of the Damage Claim from you. You agree that Stuvi may seek to recover from you under any insurance policies you maintain and that Stuvi may also pursue against you any remedies it may have available under applicable law, including referral of the matter to a collections agency, and/or pursuit of available causes of action and/or claims against you. You agree to cooperate in good faith, provide any information Stuvi requests, execute documents, and take further reasonable action, in connection with Damage Claims, Member complaints, claims under insurance policies, or other claims related to your provision or use of Studio Services.

Stuvi’s Role We offer you the right to use a platform that enables Members to publish, offer, search for, and book Studio Services. While we work hard to ensure our Members have great experiences using Stuvi, we do not and cannot control the conduct of Guests and Studio Owners. You acknowledge that Stuvi has the right, but does not have any obligation, to monitor the use of the Stuvi Platform and verify information provided by our Members. For example, we may review, disable access to, remove, or edit Content to:

operate, secure and improve the Stuvi Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); ensure Members’ compliance with these Terms; comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; address Content that we determine is harmful or objectionable; take actions set out in these Terms; and maintain and enforce any quality or eligibility criteria, including by removing Listings that don’t meet quality and eligibility criteria. Members acknowledge and agree that Stuvi administers its Additional Legal Terms, Policies (such as our Extenuating Circumstances Policy) and Standards (such as basic requirements for studio owners), including decisions about whether and how to apply them to a particular situation, at its sole discretion. Members agree to cooperate with and assist Stuvi in good faith, and to provide Stuvi with such information and take such actions as may be reasonably requested by Stuvi with respect to any investigation undertaken by Stuvi regarding the use or abuse of the Stuvi Platform. Stuvi is not acting as an agent for any Member except for where Stuvi Payments acts as a collection agent as provided in the Payments Terms.

Member Accounts You must register an account to access and use many features of the Stuvi Platform. Registration is only permitted for legal entities, partnerships, and natural persons who are 18 years or older. You represent and warrant that you are not a person or entity barred from using the Stuvi Platform under the laws of the United States, your place of residence, or any other applicable jurisdiction. You must provide accurate, current, and complete information during registration and keep your account information up-to-date. You may not register more than one account or transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify Stuvi if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If and as permitted by applicable law, we may, but have no obligation to:

ask you to provide identification or other information; undertake checks designed to help verify your identity or background; screen you against third-party databases or other sources and request reports from service providers; and obtain reports from public records of criminal convictions or sex offender registrations or their local equivalents. Disclaimer of Warranties We provide the Stuvi Platform and all Content “as is” without warranty of any kind and we disclaim all warranties, whether express or implied. For example:

we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Guest, Studio Owner, Studio Service, Listing or third party; we do not warrant the performance or non-interruption of the Stuvi Platform; and we do not warrant that verification, identity or background checks conducted on Listings or Members (if any) will identify past misconduct or prevent future misconduct. Any references to a Member or Listing being "verified" (or similar language) indicate only that the Member or Listing or Stuvi has completed a relevant verification or identification process and nothing else. The disclaimers in these Terms apply to the maximum extent permitted by law. If you have statutory rights or warranties we cannot disclaim, the duration of any such statutorily required rights or warranties, will be limited to the maximum extent permitted by law.

Limitations on Liability Neither Stuvi (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the Stuvi Platform or any 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:

these Terms; the use of or inability to use the Stuvi Platform or any Content; any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Stuvi Platform; or publishing or booking of a Listing, including the provision or use of Studio Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Stuvi has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.

Except for our obligation to transmit payments to Studio Owners under these Terms, or make payments under the Stuvi Studio Owner Damage Protection or Japan Studio Insurance, in no event will Stuvi’s aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interaction with any Members, or your use of or inability to use the Stuvi Platform, any Content, or any Studio Service, exceed:

to Guests, the amount you paid as a Guest during the 12-month period prior to the event giving rise to the liability; to Studio Owners, the amount paid to you as a Studio Owner in the 12-month period prior to the event giving rise to the liability; or to anyone else, one hundred U.S. dollars (US$100). These limitations of liability and damages are fundamental elements of the agreement between you and Stuvi. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.

Indemnification To the maximum extent permitted by applicable law, you agree to release, defend (at Stuvi’s option), indemnify, and hold Stuvi (including Stuvi Payments, other affiliates, and their personnel) 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:

your breach of these Terms (including any supplemental or additional terms that apply to a product or feature) or our Additional Legal Terms, Policies or Standards; your improper use of the Stuvi Platform; your interaction with any Member, use of a Studio, participation in an Experience or other Studio Service, 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, use, participation, or use; your failure, or our failure at your direction, to accurately report, collect or remit Taxes; or your breach of any laws, regulations or third party rights such as intellectual property or privacy rights. Contracting Entities Based on your country of residence or establishment and what you are doing on the Stuvi Platform, Schedule 1 below sets out the Stuvi entity with whom you are contracting. If we identify through the Stuvi Platform, a Stuvi entity other than the one set out on Schedule 1 as being responsible for a product, feature or transaction, the Stuvi entity so identified is your contracting entity with respect to that product, feature or transaction. If you change your country of residence or establishment, the Stuvi company you contract with (as set out on Schedule 1) and the applicable version of the Terms of Service will be determined by your new country of residence or establishment, from the date on which your country of residence or establishment changes.

United States Governing Law and Venue If you reside or have your place of establishment in 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 23 must be brought in state or federal court in San Francisco, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in San Francisco, California.

United States Dispute Resolution and Arbitration Agreement 23.1 Application This Arbitration Agreement only applies to you if your country of residence or establishment is the United States. If your country of residence or establishment is not the United States, and you nevertheless attempt to bring any legal claim against Stuvi in the United States, this Arbitration Agreement will apply for determination of the threshold issue of whether this Section 23 applies to you, and all other threshold determinations, including residency, arbitrability, venue, and applicable law.

23.2 Overview of Dispute Resolution Process Stuvi is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom this Section 23 applies: (1) an informal negotiation directly with Stuvi’s customer service team (described in paragraph 23.3, below), and if necessary (2) a binding arbitration administered by the American Arbitration Association (“AAA”). You and Stuvi each retain the right to seek resolution of the dispute in small claims court as an alternative to arbitration.

23.3 Mandatory Pre-Arbitration Dispute Resolution and Notification At least 30 days prior to initiating an arbitration, you and Stuvi each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send your notice of dispute to Stuvi by mailing it to Stuvi’s agent for service. Stuvi will send its notice of dispute to the email address associated with your Stuvi account. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written Demand for Arbitration (available at www.adr.org) with the AAA and providing a copy to the other party as specified in the AAA Rules (available at www.adr.org).

23.4 Agreement to Arbitrate You and Stuvi 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 any use of the Stuvi Platform, Studio Services, or any 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 Stuvi agree that the arbitrator will decide that issue.

23.5 Exceptions to Arbitration Agreement You and Stuvi each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as defined by Section 22): (i) any claim or cause of action alleging actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); or (iii) a request for the remedy of public injunctive relief; or (iv) any individual claim of sexual assault or sexual harassment arising from your use of the Stuvi Platform or Studio Services. You and Stuvi agree that the remedy of public injunctive relief will proceed after the arbitration of all arbitrable claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration pursuant to section 3 of the Federal Arbitration Act.

23.6 Arbitration Rules and Governing Law This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this provision. The arbitration will be administered by the arbitrator in accordance with the Consumer 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. In order to initiate arbitration, a completed written demand (available at www.adr.org) must be filed with the AAA and provided to the other party, as specified in the AAA rules.

23.7 Modification to AAA Rules - Arbitration Hearing/Location In order to make the arbitration most convenient to you, Stuvi agrees that any required arbitration hearing may be conducted, at your option: (a) in the U.S. county where you reside; (b) in San Francisco County; (c) via phone or video conference. If the amount in controversy is $5,000 or less, the parties agree to proceed solely on the submission of documents to the arbitrator.

23.8 Modification of AAA Rules - Attorney’s Fees and Costs Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules. Either party may make a request that the arbitrator award attorneys’ fees and costs upon proving that the other party has asserted a claim, cross-claim or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the AAA Rules.

23.9 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 any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

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

23.11 No Class Actions or Representative Proceedings You and Stuvi 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 or consolidated proceeding. Unless we 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. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.

23.12 Severability Except as provided in Section 23.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision will be severed and the remainder of the Arbitration Agreement will be given full force and effect.

23.13 Changes to Agreement to Arbitrate If Stuvi changes this Section 23 after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject that change by sending us written notice (including by email) within 30 days of the date the change is effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Stuvi (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Stuvi.

23.14 Survival Except as provided in Section 23.12 and subject to Section 13.6, this Section 23 will survive any termination of these Terms and will continue to apply even if you stop using the Stuvi Platform or terminate your Stuvi account.

Rest of World Dispute Resolution, Venue and Forum, and Governing Law If you reside or have your place of establishment outside of the United States, China, and Brazil, this Section applies to you and these Terms will be interpreted in accordance with Irish law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. If you are acting as an individual consumer and if mandatory statutory consumer protection regulations in your country of residence contain provisions that are more beneficial for you, such provisions shall apply irrespective of the choice of Irish law. As an individual consumer, you may bring any judicial proceedings relating to these Terms before the competent court of your place of residence or the competent court of Stuvi's place of business in Ireland. If Stuvi wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the Irish courts.

Miscellaneous 27.1 Other Terms Incorporated by Reference Our Studio Damage Protection, Japan Studio Insurance Terms, Rebooking and Refund Policy, Experiences Guest Refund Policy, Content Policy, Nondiscrimination Policy, Extenuating Circumstances Policy, Additional Legal Terms, Policies, Standards and other supplemental policies and terms linked to in these Terms apply to your use of the Stuvi Platform, are incorporated by reference, and form part of your agreement with Stuvi.

27.2 Interpreting these Terms Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms (including those items incorporated by reference) constitute the entire agreement between Stuvi and you pertaining to your access to or use of the Stuvi Platform and supersede any and all prior oral or written understandings or agreements between Stuvi and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Stuvi. If any provision of these Terms is held to be invalid or unenforceable, except as otherwise indicated in Section 23.11 above, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.”

27.3 No Waiver. Stuvi’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.

27.4 Assignment You may not assign, transfer or delegate this agreement or your rights and obligations hereunder without Stuvi's prior written consent. Stuvi may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice.

27.5 Notice Unless specified otherwise, any notices or other communications to Members permitted or required under this agreement will be provided electronically and given by Stuvi via email, Stuvi Platform notification, messaging service (including SMS and other messaging services), or any other contact method we enable and you provide. If a notification relates to a booking or Listing in Japan, you agree and acknowledge that such notifications via electronic means in lieu of a written statement, satisfies Stuvi’s obligations under applicable Japanese law.

27.6 Third-Party Services The Stuvi Platform may contain links to third-party websites, applications, services or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Stuvi is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.

27.7 Google Terms Some translations on the Stuvi Platform are powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement. Some areas of the Stuvi Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

27.8 Apple Terms If you access or download our application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement.

27.9 Stuvi Platform Content Content made available through the Stuvi Platform may be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge that all intellectual property rights for that Content are the exclusive property of Stuvi and/or its licensors and agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices. You may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit any Content accessed through the Stuvi Platform except to the extent you are the legal owner of that Content or as expressly permitted in these Terms. Subject to your compliance with these Terms, Stuvi grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view the Content made available on or through the Stuvi Platform and accessible to you, solely for your personal and non-commercial use.

27.10 Force Majeure Stuvi shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

27.11 Emails and SMS You will receive administrative communications from us using the email address or other contact information you provide for your Stuvi account. Enrollment in additional email subscription programs will not affect the frequency of these administrative emails, though you should expect to receive additional emails specific to the program(s) to which you have subscribed. You may also receive promotional emails from us. No fee is charged for these promotional emails, but third-party data rates could apply. You can control whether you receive promotional emails using the notification preferences in your account settings. Please note that you will not be able to take advantage of certain promotions if you disable certain communication settings or do not have a Stuvi account. In the U.S. if you consent to receive SMS (text messages) from us, you will be subject to our SMS Terms.

27.13 Contact Us If you have any questions about these Terms please email us.

Schedule 1 - Contracting Entities YOUR PLACE OF RESIDENCE OR ESTABLISHMENT: YOUR ACTIVITY ON THE STUVI PLATFORM: STUVI CONTRACTING ENTITY: CONTACT INFORMATION: United States Booking or offering certain music studios or traditional studio spaces, where Stuvi Music, LLC is identified in the checkout or listing process Stuvi, LLC 205 Caoba Ct, Coral Gables, FL, 33143 All other activities. Stuvi, LLC 205 Caoba Ct, Coral Gables, FL, 33143