Definitions and Interpretation
In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in a particular section shall have the meanings ascribed to them in this Section 1.
1.2 Interpretation
In this Agreement: (a) the singular includes the plural and vice versa; (b) references to sections, articles, and schedules are to sections, articles, and schedules of this Agreement; (c) headings are for convenience only and do not affect interpretation; (d) the words "include," "includes," and "including" mean "including, without limitation"; (e) references to "days" mean calendar days unless otherwise specified; (f) references to statutes include all regulations and rules promulgated thereunder and all amendments, modifications, and replacements thereof; and (g) no rule of construction resolving any ambiguity in favor of the non-drafting party shall apply.
Platform Role and Transaction Parties
2.1 Platform as Marketplace
Unaffiliate operates an online marketplace platform that enables Hosts to list Spaces, Freelancers to list Services, and Guests to discover, book, and pay for such Spaces and Services. Unaffiliate provides the technology platform and related services to facilitate these transactions.
2.2 Unaffiliate Is Not a Party to Bookings
When a Booking is confirmed through the Platform, a direct contractual relationship is formed between the Host (or Freelancer) and the Guest. Unaffiliate is not a party to that contract and has no obligation to perform, oversee, or guarantee the obligations of either party under the Booking Agreement. Each User acknowledges and agrees that Unaffiliate's role is limited to providing the Platform and facilitating the connection between Users.
2.3 No Endorsement or Warranty of Users or Spaces
Unaffiliate does not endorse, certify, warrant, or guarantee any User, Space, Service, listing, Content, or Booking. While Unaffiliate may conduct verification checks, background screening, or quality reviews, such measures are discretionary and do not constitute a warranty, guarantee, or representation regarding the safety, suitability, legality, quality, or accuracy of any User, Space, or Service. Users are solely responsible for conducting their own due diligence before entering into any Booking or transaction.
2.4 Limited Collection Agent Appointment
Each Host and Freelancer hereby appoints Unaffiliate as its limited collection agent solely for the purpose of: (a) accepting payment of Fees and Charges from Guests on behalf of the Host or Freelancer; and (b) remitting such amounts, less the applicable Platform Fee and any other amounts owed to Unaffiliate, to the Host or Freelancer in accordance with the payout schedule set forth in Section 10. This appointment does not create a general agency, employment, joint venture, or partnership relationship. The Host's or Freelancer's obligation to the Guest for services or Space access is satisfied upon receipt of payment by Unaffiliate, acting as Collection Agent.
2.5 Relationship Between Users
Hosts and Freelancers are independent service providers and are not employees, agents, joint venturers, or partners of Unaffiliate. Guests are independent consumers of the services provided by Hosts and Freelancers. No employment, franchise, or agency relationship is created between any Users, or between any User and Unaffiliate, by virtue of this Agreement or use of the Platform. Each User is solely responsible for determining and fulfilling its obligations under applicable Laws, including tax obligations, licensing requirements, and employment classifications.
Eligibility and Account Registration
3.1 Eligibility
To create an Account and use the Platform, you must: (a) be at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater; (b) be legally capable of entering into binding contracts; (c) not have been previously suspended, removed, or banned from the Platform; (d) not be a person or entity with whom transactions are prohibited under applicable sanctions laws (including OFAC, EU, and UN sanctions lists); and (e) comply with all applicable Laws.
3.2 Account Registration
You must create an Account to access most Platform features. When registering, you agree to: (a) provide accurate, current, and complete information as prompted by the registration form; (b) maintain and promptly update your Account information to keep it accurate, current, and complete; (c) maintain the security and confidentiality of your login credentials; (d) accept all responsibility for activity that occurs under your Account; and (e) promptly notify Unaffiliate of any unauthorized access to or use of your Account. You may not: (i) create more than one Account; (ii) transfer or assign your Account to another person or entity without prior written consent; (iii) use another User's Account; or (iv) create an Account on behalf of any person or entity without authorization.
3.3 Verification and Background Checks
Unaffiliate may, at its sole discretion, require Users to complete identity verification, background checks, license verification, or certificate of insurance (COI) verification as a condition of Account activation or continued use of the Platform. All background screening shall be conducted in compliance with the Fair Credit Reporting Act (15 U.S.C. §1681 et seq.) and applicable state consumer reporting laws.
Completion of any verification or background check does not constitute an endorsement, guarantee, or warranty by Unaffiliate of any User's identity, character, fitness, or suitability. Users acknowledge that verification and screening processes have inherent limitations and do not guarantee safety.
3.4 Account Suspension and Termination
Unaffiliate reserves the right, at its sole discretion and without prior notice (except where required by law), to: (a) suspend or limit your access to the Platform or specific features; (b) temporarily or permanently deactivate or terminate your Account; (c) refuse to provide any or all Services to you; or (d) take any other action Unaffiliate deems necessary to protect the Platform, its Users, or third parties.
In the event of Account termination, Unaffiliate will: (a) process any pending payouts for completed Bookings in accordance with Section 10, less any amounts owed to Unaffiliate or held in connection with pending disputes; (b) retain your data in accordance with the Privacy Policy and applicable data retention obligations; and (c) provide notice of termination by email to the address associated with your Account. Sections 1, 2.2, 7, 8, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 24 shall survive termination of this Agreement.
Host Obligations and Responsibilities
4.1 General Host Responsibilities
As a Host, you represent, warrant, and agree that:
4.2 Host Rules and Supplemental Booking Terms
Hosts may establish reasonable Host Rules for their Spaces, which will be displayed on the listing page and incorporated into the Booking Agreement. Host Rules must: (a) be consistent with this Agreement and applicable Law; (b) not alter or expand Unaffiliate's obligations or liability; (c) not contain provisions that contradict or override the dispute resolution, arbitration, cancellation, or liability provisions of this Agreement; and (d) not require the exchange of Personal Data or payment outside of the Platform. In the event of a conflict between Host Rules and this Agreement, this Agreement shall prevail.
4.3 Licensing, Permits, and Tax Compliance
Hosts are solely responsible for obtaining and maintaining all licenses, permits, registrations, and approvals required by applicable Laws to operate their Space and offer it for Bookings. This may include, without limitation: business licenses; short-term rental permits or registrations; health department permits; cosmetology or professional licenses; fire and occupancy permits; and any local transient occupancy tax or tourism tax registrations. Hosts shall collect and remit all applicable Taxes to the appropriate taxing authorities unless Unaffiliate expressly agrees in writing to collect and remit such Taxes on the Host's behalf.
Guest Obligations and Responsibilities
5.1 General Guest Responsibilities
As a Guest, you represent, warrant, and agree that:
5.2 Damage Liability
Guests are financially responsible for any damage to a Space or its contents caused by the Guest or any Guest Party Member during a Booking, exceeding ordinary wear and tear. Hosts may submit a damage claim through the Platform within seventy-two (72) hours of checkout, supported by photographic evidence and, where applicable, repair estimates or receipts. Unaffiliate may, but is not obligated to, facilitate resolution of damage claims between Hosts and Guests.
Freelancer Obligations and Responsibilities
6.1 General Freelancer Responsibilities
As a Freelancer listing Services on the Platform, you represent, warrant, and agree that:
User Content and Intellectual Property
7.1 License to User Content
By submitting, posting, or transmitting User Content through the Platform, you grant Unaffiliate a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable (through multiple tiers), and transferable license to use, reproduce, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit your User Content solely for the purposes of: (a) operating, providing, improving, and promoting the Platform and Services; (b) developing and improving Unaffiliate's products and services; and (c) any other purpose described in the Privacy Policy. This license survives termination of your Account with respect to User Content that has been shared with or relied upon by other Users, incorporated into aggregate or de-identified data, or is otherwise necessary for Unaffiliate to fulfill its obligations.
7.2 User Content Representations
You represent and warrant that: (a) you own or have all necessary rights, licenses, and permissions to grant the license described in Section 7.1; (b) your User Content does not and will not infringe, violate, or misappropriate any third party's intellectual property rights, privacy rights, publicity rights, or other legal rights; (c) your User Content does not contain any viruses, malware, or harmful code; (d) your User Content is accurate and not misleading; and (e) your User Content complies with this Agreement, the Community Standards, and all applicable Laws.
7.3 Unaffiliate Intellectual Property
The Platform, including all technology, software, algorithms, designs, graphics, logos, trademarks, service marks, trade names (including "Unaffiliate" and "Rapture Enterprise"), trade dress, domain names, and all other Intellectual Property embodied in or related to the Platform, are and shall remain the exclusive property of Unaffiliate and/or its licensors. Nothing in this Agreement grants you any right, title, or interest in Unaffiliate's Intellectual Property, except for the limited, non-exclusive, non-transferable, revocable license to access and use the Platform in accordance with this Agreement.
7.4 DMCA and Intellectual Property Takedown Procedure
Unaffiliate respects the intellectual property rights of others and expects Users to do the same. In accordance with the Digital Millennium Copyright Act (17 U.S.C. §512), Unaffiliate will respond to notices of alleged copyright infringement that comply with the DMCA and are properly submitted to our designated agent.
7.4.1 DMCA Takedown Notice Requirements
To submit a valid DMCA takedown notice, you must provide the following in writing to our designated agent: (a) a physical or electronic signature of the copyright owner or a person authorized to act on the owner's behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing, with sufficient detail to enable Unaffiliate to locate it on the Platform; (d) your contact information; (e) a statement that you have a good faith belief that use of the material is not authorized; and (f) a statement, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or authorized to act on behalf of the owner.
7.4.2 Designated Agent
DMCA notices should be sent to: Unaffiliate Management Group LLC, Attn: DMCA Agent, 5830 E 2nd St, Ste 7000, Casper, Wyoming 82609. Email: legal@unaffiliate.co.
7.4.3 Counter-Notification
If you believe that your User Content was removed or disabled by mistake or misidentification, you may submit a counter-notification to the designated agent containing: (a) your physical or electronic signature; (b) identification of the material removed and its prior location; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed as a result of mistake or misidentification; and (d) your name, address, telephone number, and a statement that you consent to the jurisdiction of the federal court in the District of Wyoming. Upon receipt of a valid counter-notification, Unaffiliate will forward it to the complaining party and restore the removed material within ten (10) to fourteen (14) business days, unless the complaining party files a court action.
7.4.4 Repeat Infringer Policy
Unaffiliate will terminate the Accounts of Users who are determined to be repeat infringers of intellectual property rights. A User may be deemed a repeat infringer if Unaffiliate receives more than two (2) valid DMCA takedown notices regarding Content posted by that User.
7.5 Recording, Photography, and Media Rights
Unless expressly agreed in writing between the Host and Guest prior to the Booking, Guests shall not film, photograph, or record the exterior or interior of a Space for commercial purposes without the Host's prior written consent. For Bookings involving commercial photography, videography, film production, or similar media activities: (a) the Guest shall identify the commercial nature of the Booking in the Booking request; (b) applicable media rights, releases, and restrictions shall be negotiated directly between the Host and Guest; and (c) Unaffiliate shall have no obligation or liability relating to media rights, releases, or permissions.
Prohibited Conduct and Content
8.1 Prohibited Conduct
You agree not to, and agree not to assist, enable, or encourage any third party to:
8.2 Content Moderation and Removal
Unaffiliate reserves the right, but is not obligated, to monitor, review, edit, remove, or disable access to any User Content at any time and for any reason, including but not limited to Content that Unaffiliate, in its sole discretion, believes violates this Agreement, is objectionable, poses a risk of harm, or is otherwise inappropriate.
Safety Shield and Insurance
9.1 Safety Shield Program
Unaffiliate offers the Safety Shield program as supplemental liability protection for Bookings processed through the Platform. Safety Shield is not an insurance policy, is not a substitute for adequate personal or commercial insurance, and does not create a contractual insurance obligation on the part of Unaffiliate. Safety Shield is a discretionary program administered by Unaffiliate, subject to the terms, conditions, limitations, and exclusions set forth in the Safety Shield Terms published at unaffiliate.co/how-safety-shield-works/.
9.2 Coverage and Limitations
Safety Shield may provide supplemental protection for eligible claims arising from Bookings, including: (a) property damage to the Space caused by Guests during a Booking; (b) bodily injury to third parties occurring at the Space during a Booking; and (c) host liquor liability for qualifying events where alcohol is served during a Booking. Safety Shield does not cover: (i) Bookings conducted outside the Platform; (ii) damage caused by normal wear and tear, pre-existing conditions, or negligence of the Host; (iii) loss of income, consequential damages, or punitive damages; (iv) claims arising from illegal activity; or (v) any claims excluded under the Safety Shield Terms.
9.3 User Insurance Obligations
Safety Shield is supplemental to, and does not replace, Users' own insurance coverage. Hosts are required to maintain adequate property and liability insurance for their Spaces. Freelancers are required to maintain adequate professional liability insurance for their Services. Guests are encouraged to maintain adequate personal liability insurance. Unaffiliate may require Users to provide proof of insurance (COI) as a condition of listing on the Platform.
Fees, Payments, and Tax Reporting
10.1 Platform Fees
Unaffiliate charges Platform Fees in connection with Bookings and use of the Platform. Platform Fees may include: (a) Guest Service Fee; (b) Host Service Fee; (c) Freelancer Service Fee; (d) Processing Fee; and (e) Membership Fees. All applicable Fees will be clearly disclosed to the relevant User before the Booking is confirmed or the Membership is activated. Unaffiliate reserves the right to modify Fee amounts and structures upon thirty (30) days' prior written notice to affected Users.
10.2 Payment Processing
All payments are processed through Unaffiliate's designated Payment Processor(s) (currently Stripe, Inc. and/or PayPal, Inc.). By using the Platform, you agree to comply with the Payment Processor's terms of service. Unaffiliate is not responsible for errors, delays, or failures caused by the Payment Processor.
10.3 Host and Freelancer Payouts
Payouts to Hosts for completed Bookings will be processed within twenty-four (24) hours after Guest check-in, subject to deduction of applicable Platform Fees and any holds for pending disputes, damage claims, or chargebacks. Payouts to Freelancers will be processed upon confirmation of Service completion.
10.4 Security Deposits
Hosts may require a security deposit as part of a Booking. Security deposits shall be held by Unaffiliate or the Payment Processor as escrow and returned to the Guest within seven (7) business days after checkout, less any amounts deducted for verified damage claims.
10.5 Tax Obligations and Reporting
(a) Tax Reporting by Unaffiliate: As a third-party settlement organization under Internal Revenue Code Section 6050W, Unaffiliate (through its Payment Processor) will issue IRS Form 1099-K to Hosts and Freelancers who meet the applicable reporting threshold (currently $600 or more in aggregate gross payments in a calendar year). You are required to provide a valid W-9 as a condition of receiving payouts. Failure to provide a valid W-9 may result in backup withholding at the rate specified by the IRS (currently 24%) and/or suspension of payouts.
(b) Occupancy and Transient Taxes: Hosts are solely responsible for collecting and remitting any applicable occupancy taxes, transient taxes, hotel taxes, or tourism taxes to the appropriate taxing authorities.
(c) Sales and Use Taxes: Users are solely responsible for determining whether sales tax, use tax, value-added tax, or goods and services tax applies to their transactions and for collecting and remitting such taxes.
(d) Self-Employment Taxes: Hosts and Freelancers who earn income through the Platform may be subject to self-employment taxes under 26 U.S.C. §1401 et seq. and are solely responsible for such obligations.
Cancellation and Refund Policy
11.1 Cancellation Policy Tiers
Bookings are subject to the cancellation policy selected by the Host at the time of listing creation.
11.1.1 Flexible Cancellation
Guests may cancel and receive a full refund (less Processing Fees) up to twenty-four (24) hours before the scheduled Booking start time. Cancellations made less than 24 hours before are non-refundable.
11.1.2 Strict Cancellation
Guests may cancel and receive a full refund (less Processing Fees) up to seventy-two (72) hours before. Cancellations between 72 and 24 hours receive a 50% refund. Less than 24 hours is non-refundable.
11.1.3 Non-Refundable
No refund is available after Booking confirmation, except in cases of force majeure (Section 20) or material misrepresentation.
11.2 Grace Period
All Bookings are subject to a twenty-four (24) hour grace period from the time of Booking confirmation, during which the Guest may cancel for any reason and receive a full refund (less Processing Fees), regardless of the cancellation policy tier, provided the Booking start time is more than forty-eight (48) hours away.
11.3 Host-Initiated Cancellations
If a Host cancels a confirmed Booking: (a) the Guest will receive a full refund, including all Fees; (b) the Host may be subject to a cancellation penalty; and (c) repeated Host cancellations may result in listing suspension or Account termination.
11.4 Refund Processing
Approved refunds will be processed within five (5) to ten (10) business days of cancellation approval, credited to the original payment method. Processing Fees are non-refundable in all cases.
11.5 Chargebacks
If a Guest initiates a chargeback for a Booking not cancelled per the applicable policy, Unaffiliate reserves the right to: (a) contest the chargeback on behalf of the Host; (b) deduct the chargeback amount from the Guest's Account; and (c) suspend or terminate the Guest's Account.
Warranty Disclaimers
UNAFFILIATE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SPACE, SERVICE, CONTENT, OR OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM.
Limitation of Liability
13.1 Exclusion of Consequential Damages
13.2 Aggregate Liability Cap
13.3 Carve-Outs
The limitations in this Section 13 do not apply to: (a) Unaffiliate's obligation to remit payout amounts; (b) Unaffiliate's indemnification obligations under Section 14.2; (c) liability arising from gross negligence or willful misconduct; or (d) liability that cannot be limited or excluded under applicable Law.
Indemnification
14.1 User Indemnification of Unaffiliate
You agree to indemnify, defend, and hold harmless the Unaffiliate Parties from and against any and all Damages arising out of or in connection with: (a) your use of the Platform or Services; (b) your User Content; (c) your violation of this Agreement or applicable Law; (d) your violation of any third party's rights; (e) any Booking or transaction between you and another User; (f) any damage, injury, or harm caused by you or your Guest Party Members; (g) your tax obligations; and (h) any dispute between you and any other User.
14.2 Unaffiliate Indemnification of Users
Unaffiliate agrees to indemnify, defend, and hold harmless Users from and against any Damages arising out of or in connection with: (a) a breach of Unaffiliate's representations, warranties, or covenants; (b) a claim that the Platform itself infringes any third party's intellectual property rights; or (c) Unaffiliate's gross negligence or willful misconduct.
14.3 Indemnification Procedures
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any Claim; (b) provide reasonable cooperation; and (c) grant the indemnifying party sole control of the defense and settlement, provided that settlement shall not impose obligations on the indemnified party without written consent. The indemnified party may, at its own expense, participate in the defense with counsel of its choice.
Dispute Resolution and Binding Arbitration
15.1 Informal Resolution
Before initiating any formal proceeding, you and Unaffiliate agree to first attempt to resolve any Dispute informally. The party asserting the Dispute shall send a written Dispute Notice to the other party. Notices to Unaffiliate should be sent to: legal@unaffiliate.co or 5830 E 2nd St, Ste 7000, Casper, Wyoming 82609. The parties shall attempt in good faith to resolve the Dispute within sixty (60) days.
15.2 Binding Arbitration
Any Dispute not resolved informally shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules. The arbitration shall be conducted by a single arbitrator and may be held in: (a) Natrona County, Wyoming; (b) the county in which you reside; or (c) any other mutually agreed location.
15.3 Arbitration Fees
For Disputes involving claims of $75,000 or less, Unaffiliate will pay all AAA filing, administration, and arbitrator fees. For Disputes exceeding $75,000, the parties shall share fees equally, or as allocated by the arbitrator.
15.4 Class Action Waiver
15.5 Jury Trial Waiver
15.6 Opt-Out Right
You may opt out of this arbitration agreement by sending written notice to legal@unaffiliate.co within thirty (30) days of your first acceptance of this Agreement. Your opt-out notice must include your full legal name, email address associated with your Account, and a clear statement that you wish to opt out.
15.7 Small Claims Exception
Either party may bring an individual action in small claims court for Disputes within such court's jurisdiction.
15.8 Injunctive Relief Carve-Out
Either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent infringement of intellectual property rights, confidentiality obligations, or data security obligations, without posting a bond.
15.9 User-to-User Disputes
Unaffiliate may, but is not obligated to, facilitate the resolution of disputes between Users. Unaffiliate does not become a party to any dispute between Users by facilitating its resolution.
Privacy, Data Security, and Confidentiality
16.1 Privacy Policy
Your use of the Platform is subject to Unaffiliate's Privacy Policy, incorporated into this Agreement by reference.
16.2 Data Security
Unaffiliate agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of Personal Data, consistent with industry standards including: encryption of data in transit and at rest; role-based access controls; regular security assessments; employee security training; and incident response procedures.
16.3 Breach Notification
In the event of a data breach, Unaffiliate will: (a) investigate and mitigate; (b) notify affected Users without unreasonable delay (within 72 hours under GDPR Article 33 and as required by applicable state laws); and (c) cooperate with regulatory authorities.
16.4 User Data Rights
In accordance with applicable data protection laws (CCPA, GDPR), Users have the right to: (a) Access — request a copy of their Personal Data; (b) Deletion — request deletion of Personal Data; (c) Portability — receive data in a structured, machine-readable format; (d) Opt-Out of Sale — Unaffiliate does not sell Personal Data as defined by the CCPA; (e) Correction — correct inaccurate data; and (f) Non-Discrimination — not be penalized for exercising these rights. Contact: privacy@unaffiliate.co.
16.5 Prohibited Data Types
Users shall not submit to the Platform any: (a) personal health information (HIPAA); (b) government-issued identification numbers (except for identity verification); (c) financial account numbers (except via Payment Processor); (d) payment card data (except via Payment Processor); or (e) biometric information.
16.6 Confidentiality
Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it solely for the purposes of this Agreement. Confidentiality obligations survive termination for three (3) years.
16.7 Elite Tier Enhanced Confidentiality
Elite Members and Enterprise clients may be subject to enhanced confidentiality protections, including mandatory NDAs and confidentiality protocols for high-profile clients. Specific terms are set forth in the applicable Elite Supplemental Terms or Enterprise Agreement.
16.8 Data Retention
Unaffiliate retains Personal Data as necessary to fulfill its purposes, comply with legal obligations, and resolve disputes. Upon Account termination, data will be deleted or de-identified within one hundred eighty (180) days, except where longer retention is required by Law.
Accessibility and Non-Discrimination
17.1 Non-Discrimination Policy
Users shall not discriminate against any other User on the basis of race, color, ethnicity, national origin, citizenship, immigration status, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, disability, medical condition, age, familial status, veteran or military status, genetic information, or any other characteristic protected under applicable law, including the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. §3601 et seq.), and the Americans with Disabilities Act (42 U.S.C. §12101 et seq.).
17.2 Platform Accessibility
Unaffiliate is committed to WCAG 2.1 Level AA compliance. Contact: accessibility@unaffiliate.co.
17.3 Host Accessibility Obligations
Hosts are encouraged to accurately disclose the accessibility features and limitations of their Spaces. Hosts subject to the ADA must comply with applicable accessibility requirements.
Community Standards and Code of Conduct
All Users are required to comply with the Community Standards incorporated into this Agreement by reference. These establish expectations for behavior, communication, and conduct including: treating all Users with respect and professionalism; communicating honestly; respecting privacy, safety, and property; complying with all Laws and policies; refraining from harassment, discrimination, threats, or violence; and reporting violations. Violations may result in warning, suspension, or termination.
Vendor and Partner Terms
Third-party Vendors must: (a) execute a written agreement with Unaffiliate; (b) provide certificates of insurance and evidence of required licenses; (c) comply with the Company's Code of Conduct, safety protocols, and data/privacy requirements; and (d) comply with all applicable Laws. Unaffiliate does not endorse, warrant, or guarantee any Vendor's goods, services, or performance. See: Vendor & Partner Rules.
Force Majeure
Except for payment obligations, neither party shall be liable for failure or delay caused by Force Majeure Events, including: acts of God; pandemics and government-ordered lockdowns; war, terrorism, or civil disturbance; government actions; strikes or labor disputes; failure of essential utilities; and cyberattacks. Payment obligations are excluded from this provision.
In the event of a Force Majeure Event affecting a Booking: (a) the affected party shall provide prompt notice; (b) Guests shall be entitled to a full refund or Platform credit for Bookings that cannot be fulfilled due to government-ordered closures; (c) Hosts shall not be penalized for such cancellations; and (d) the affected party shall use commercially reasonable efforts to resume performance.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles. Subject to the arbitration agreement in Section 15, any legal action shall be brought exclusively in the state or federal courts located in Natrona County, Wyoming. Either party may seek injunctive relief in any court of competent jurisdiction as provided in Section 15.8.
Modification of Agreement
Unaffiliate reserves the right to modify this Agreement at any time. For material changes, Unaffiliate will: (a) post the revised Agreement with an updated effective date; (b) provide at least thirty (30) days' notice by email or prominent Platform notice; and (c) clearly identify the nature of material changes. Continued use of the Platform after the effective date constitutes acceptance of the revised terms. For existing Bookings confirmed before the effective date, the terms in effect at the time of confirmation shall apply.
General Provisions
23.1 Entire Agreement
This Agreement, together with all Supplemental Terms, constitutes the entire agreement between you and Unaffiliate and supersedes all prior understandings.
23.2 Severability
If any provision is held invalid, it shall be reformed to the minimum extent necessary. If reformation is not possible, the provision shall be severed and the remaining provisions shall continue in full force.
23.3 No Waiver
No waiver of any provision shall be effective unless in writing. Failure to enforce any right shall not constitute a waiver of such right.
23.4 Assignment
You may not assign this Agreement without Unaffiliate's prior written consent. Unaffiliate may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.
23.5 Notices
Notices to Unaffiliate shall be sent to: Unaffiliate Management Group LLC, Attn: Legal Department, 5830 E 2nd St, Ste 7000, Casper, Wyoming 82609. Email: legal@unaffiliate.co.
23.6 Survival
The following sections survive termination: 1 (Definitions), 2.2 (Platform Not a Party), 7 (IP), 8 (Prohibited Conduct), 12 (Disclaimers), 13 (Liability), 14 (Indemnification), 15 (Arbitration), 16 (Privacy/Data/Confidentiality), 20 (Force Majeure), 21 (Governing Law), 23 (General Provisions), and any other provisions that by their nature are intended to survive.
23.7 Electronic Communications
By creating an Account, you consent to receive communications from Unaffiliate electronically. You agree that electronic communications satisfy any legal requirement that such communications be in writing.
23.8 Relationship of the Parties
Nothing in this Agreement creates a joint venture, partnership, employment, franchise, or agency relationship between you and Unaffiliate.
23.9 Third-Party Beneficiaries
Except for the Unaffiliate Parties (who are express third-party beneficiaries of the indemnification and limitation of liability provisions), this Agreement does not create any third-party beneficiary rights.
23.10 Headings and Construction
Headings are for convenience only. The word "including" means "including, without limitation."
Supplemental Terms and Policy Index
The following Supplemental Terms and policies are incorporated into this Agreement by reference. In the event of a conflict, this Agreement shall prevail unless the Supplemental Terms expressly state otherwise.
| Policy / Document | Location |
|---|---|
| Privacy Policy | unaffiliate.co/privacy-policy-2/ |
| Community Standards & Code of Conduct | unaffiliate.co/…community-standards… |
| Safety Shield & Insurance Policy | unaffiliate.co/…safety-shield… |
| Cancellation Policies (Full Reference) | unaffiliate.co/…cancellation-policies… |
| Refunds & Disputes | unaffiliate.co/…refunds-disputes… |
| Verification & Background Checks Policy | unaffiliate.co/…background-checks… |
| Compliance for Hosts & Organizers | unaffiliate.co/…licensing-permits… |
| Content & Intellectual Property Rules | unaffiliate.co/…content-ip-rules… |
| Accessibility & ADA Guidelines | unaffiliate.co/…accessibility… |
| Vendor & Partner Rules | unaffiliate.co/…vendor-partner… |
| Guest Safety Guidelines | unaffiliate.co/…guest-safety… |
| Host & Freelancer Safety Practices | unaffiliate.co/…host-freelancer-safety… |
| Membership Tier Terms | unaffiliate.co/…membership-tiers… |
| Elite Supplemental Terms | Available upon acceptance into Elite program |
| Enterprise Agreement | Available upon Enterprise onboarding |
| Data Processing Agreement (DPA) | Available upon request for GDPR compliance |
Acceptance and Effective Date
By clicking "I Agree," "Accept," or "Create Account," or by accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement, including the binding arbitration clause and class action waiver in Section 15. If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to this Agreement.