Terms of Service

Last Updated: July 10, 2026

1.1 Who We Are

Welcome to Merriday, a subletting marketplace operated by Merriday Inc. ("Merriday," "we," or "us"). Merriday connects people listing their apartments ("Hosts") with people looking for housing ("Renters") in New York City.

1.2 Acceptance

By creating an account, creating a listing, submitting a booking request, executing a lease, or otherwise accessing or using the Merriday platform (the "Platform"), you agree to be legally bound by these Terms of Service ("Terms") and the documents incorporated in Section 1.3. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.

IMPORTANT - PLEASE NOTE: These Terms (a) limit Merriday's liability to you (Sections 18 and 19); (b) require most disputes between you and Merriday to be resolved by individual arbitration rather than court litigation or class action (Section 21); and (c) require you to indemnify Merriday if your conduct causes harm to Merriday or third parties (Section 17). These provisions are no less binding for being highlighted here. Read the entire document.

1.3 Incorporated Documents

The following are incorporated into these Terms by reference and are binding on you (together, the "Platform Policies"): the Privacy Policy; the Reservation Payment Agreement applicable to any booking you enter; and any policy that these Terms or the Platform expressly identifies as binding. Where these Terms refer to windows, deadlines, plans, or steps "shown in the Platform," the version shown to you at the relevant time governs that transaction. Material changes to any incorporated document that affects your payment obligations or legal rights follow the notice requirements of Section 24.

1.4 Key Principle

Merriday is a technology platform, not a landlord, broker, or property manager. Merriday is not a party to any lease or sublease created or executed through the Platform. Merriday provides infrastructure, processes payments via Stripe Connect as a limited payment agent of Hosts, provides lease creation tools and an internal signature and timestamp system, administers the Reservation Payment Agreement, and holds security deposits in compliance with New York law. Merriday does not provide legal advice and does not adjudicate disputes.

2.1 Eligibility

To use Merriday, you must be at least 18 years of age and of sound mind with the capacity to enter into a binding agreement, and you must not be prohibited from using the Platform under applicable law. Merriday is open to all users 18 and older. There is no student, institutional, or residency requirement.

2.2 Identity Verification

Merriday uses a tiered identity verification system. Access to Platform features, including the ability to book listings and execute leases, depends on your verification level as shown in the Platform. Merriday may require government-issued identification before you may transact.

Background Checks: Merriday does not perform background or credit checks on Hosts or Renters and makes no representations about any user's creditworthiness or suitability. Hosts may independently request a background check from a Renter at their own discretion. If a Host chooses to conduct or require a background check, the Host is solely responsible for complying with all applicable laws, including federal consumer reporting law and all other applicable federal, state, and local law. Merriday does not facilitate, process, or take responsibility for any Host-initiated background check.

2.3 One Account Per User

You may not create or maintain more than one Merriday account. If you use Merriday on behalf of a company or other legal entity, "you" refers to both you personally and that entity, and this agreement binds both.

2.4 Account Security and Non-Repudiation

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You acknowledge that Merriday and other users may act in reliance on statements, commitments, or instructions made from your account, whether or not you personally made them. Any person with access to your account credentials is deemed your duly authorized representative for all purposes under these Terms. You must notify Merriday immediately at support@merriday.co if your account is compromised.

Merriday facilitates lease and sublease transactions between independent Hosts and Renters. Merriday is not a party to any lease or sublease, and does not act as a real estate broker, property manager, landlord, money transmitter, insurer, or bank. Merriday does not visit or inspect listed units and makes no representations about any unit's habitability, condition, or location, except as provided in Section 4.4 (Accurate Listing Commitment). Merriday's role is limited to:

• Providing technology infrastructure for listings, bookings, and communications
• Processing payments as a limited agent of Hosts via Stripe Connect
• Providing lease creation tools that assemble lease documents from Host inputs and listing data
• Executing lease documents through Merriday's internal signature and timestamp system
• Administering the Reservation Payment Agreement and holding pre-conversion funds in a ring-fenced, FDIC-insured account
• Holding security deposits in a ring-fenced, FDIC-insured account as required by New York law
• Imposing platform integrity fines ($150 / $250 / $500 / $1,500) for violations of these Terms

Platform integrity fines are Merriday-to-user charges governed by these Terms. They are separate from, and do not replace, any legal remedies available to either party under New York law.

4.1 Listing Paths

At listing creation, every Host identifies which of two paths applies. The path determines which lease documents the Platform creates (Section 9).

• Owner Host: the Host owns the listed unit, or is duly authorized to act for the entity that owns it. The Platform creates a Lease Agreement for this path.
• Leaseholder Host: the Host is a current tenant of the listed unit under a prime lease with a prime landlord. The Platform creates a Sublease Agreement for this path.

4.2 Host Representations

By creating a listing, every Host represents and warrants that:

• All listing content (photos, description, rent, dates, amenities, utilities, house rules) is truthful, accurate, and not misleading;
• All photographs are genuine images of the actual unit and have not been materially edited or manipulated;
• The Host will not represent the unit as an "Entire Place" if the Renter could be required to share common spaces with a roommate of the Host's choosing;
• The unit is legally habitable and complies with applicable NYC housing codes;
• The unit is not rent-stabilized and not rent-controlled (Section 4.3);
• The listed term is at least 30 days; and
• The listing does not violate any short-term rental law, including NYC Local Law 18 or any successor regulation.

An Owner Host additionally represents and warrants that they own the unit or are legally authorized by the owner to lease it.

A Leaseholder Host additionally represents and warrants that they are a current tenant of the unit under a valid prime lease; that they are legally permitted to sublet under that prime lease and applicable New York law; that they have obtained the explicit written consent of the prime landlord where required and have truthfully completed the consent attestation in the Platform; that the sublease term falls entirely within the prime lease term; and that the unit is a market-rate unit.

Failure to obtain required consent where necessary is a material breach of these Terms. Merriday may charge a $500 platform integrity fine for leases executed without required prime landlord consent, in addition to any other remedies.

4.3 Rent-Regulated Units Not Supported

The Platform does not support listings of, or lease creation for, rent-stabilized or rent-controlled units. Answering the Platform's rent-regulation eligibility question falsely, or listing a rent-regulated unit through any other means, is a material breach of these Terms and carries a $500 platform integrity fine, in addition to account suspension and any liability the Host may have to the Renter or under law.

4.4 Accurate Listing Commitment

Merriday takes listing accuracy seriously. A listing will be considered materially fraudulent if: the Host is unable to provide the Renter with actual possession of the unit at the agreed move-in time; images in the listing were not genuine photographs of the unit (or a materially identical unit in the same building) or were edited to materially misrepresent the unit's condition; the Renter is required to share the unit with roommates when the listing stated there would be none; the unit is rent-regulated contrary to the Host's eligibility answers; or any other material misrepresentation of the unit's nature, condition, or legal status renders it unsuitable for the advertised purpose.

If a Renter encounters a materially fraudulent listing, reports it to Merriday within 24 hours of discovering the issue, and vacates the unit (or is denied possession), Merriday will refund to the Renter: the $50 booking fee, all amounts held under the Reservation Payment Agreement or as security deposit, and a prorated portion of any rent paid for days not occupied. Refunds are calculated exclusive of payment processing fees (Section 6.3). Merriday will make reasonable efforts to help the Renter find alternative housing on the Platform.

A Host responsible for a materially fraudulent listing will be liable to Merriday for a $500 platform integrity fine plus any costs Merriday incurs in remedying the situation. The Host's account will be suspended pending review.

4.5 Clean Unit Standards

When a Host transfers possession of a unit to a Renter, and when a Renter vacates at the end of a tenancy, the unit must be clean, sanitary, free of trash and offensive odors, and in the same condition as documented at move-in (normal wear and tear excepted). Hosts must ensure that personal belongings not intended for the Renter's use are removed or securely stored before move-in. Violation of clean unit standards by either party will result in a $150 platform integrity fine payable to Merriday, in addition to any amounts owed to the other party under the lease.

4.6 Host Move-In Access Warranty

Each Host who enters into an executed lease through the Platform warrants to Merriday that the Host will provide the Renter with access to the unit within two (2) hours of the start of the scheduled move-in time shown in the Platform. Failure to provide timely access will result in a $250 platform integrity fine payable to Merriday, in addition to any amounts the Host may owe the Renter directly. The Host is responsible for timely access even if delays are caused by the Host's prime landlord or building management.

5.1 Booking Requests

A Renter initiates a booking by submitting a request through the Platform. Submission of a booking request does not constitute a binding agreement and no payment is collected at this stage. Hosts respond within the response window shown in the Platform; if the Host does not act within it, the request expires and the Renter is not charged.

5.2 Acceptance and Checkout

On acceptance, the Host completes, reviews, and signs their lease and executes the Reservation Payment Agreement. The Renter then completes checkout within the checkout window shown in the Platform, choosing among the payment plans offered there. Before paying anything, the Renter can read the full lease bearing the Host's signature and the completed Reservation Payment Agreement. If the Renter does not complete payment within the checkout window, the acceptance expires, the listing returns to availability, nobody is charged, and all signatures are released without effect.

5.3 The Reservation Payment Agreement Governs Pre-Conversion Money

The Reservation Payment Agreement is an agreement between the Host and the Renter, administered by Merriday under these Terms. The Renter's completion of checkout, including checking the agreement checkbox, constitutes the Renter's electronic signature on the Reservation Payment Agreement, and the Reservation Payment Agreement becomes effective upon the Renter's completed payment.

The Reservation Payment Agreement is the exclusive and controlling source for all amounts paid before the lease becomes effective, including: what is due at checkout under each payment plan; cancellation rights and cancellation fees for both parties; amounts a Host owes a Renter for pre-conversion breach; refund amounts and timing; and the conversion of the reservation payment into the security deposit. If these Terms and the Reservation Payment Agreement conflict as to pre-conversion amounts, the Reservation Payment Agreement controls.

All amounts paid before the lease becomes effective are held by Merriday in a dedicated, FDIC-insured account entirely separate from Merriday's operating accounts and are never commingled with Merriday's own funds. Cancellation fees are drawn only from cleared funds Merriday holds; Merriday does not pursue cancellation fees as bare debts.

5.4 Lease Effectiveness

A lease created through the Platform is fully executed when both parties have signed: the Host at acceptance, the Renter only after the Renter's payment is in. An executed lease becomes effective at the later of: (a) the start of the lease term; and (b) the clearance of all required payments, including the first month's rent and the amount held under the Reservation Payment Agreement. Until the lease is effective, the booking is not confirmed and the Renter has no right of access to the unit.

When the lease becomes effective, the amount held under the Reservation Payment Agreement converts to the Renter's security deposit and is thereafter governed by Section 11.

5.5 Cancellation vs. Termination

The boundary between cancellation and termination is lease effectiveness. Before the lease is effective, either party's exit is a cancellation, governed exclusively by the Reservation Payment Agreement and the cancellation policy stated there. This includes the case where the lease start date has arrived but required payments have not cleared: the lease never became effective, the Renter never gained access, and the exit is a cancellation, not a termination. Once the lease is effective, any exit is a termination governed by Section 8 and the lease itself.

6.1 Rent

Monthly rent, its due dates, and any final-month proration are stated in the executed lease and displayed in the Platform. The first full month's rent is collected in accordance with the payment plan chosen at checkout; there is no partial-month proration on move-in. Payments made to Merriday in connection with a Host's listing are deemed payments to the Host at the time of receipt by Merriday, regardless of when Merriday disburses to the Host. Merriday remits collected rent to Hosts via Stripe Connect, less any amounts the Host owes to Merriday. Merriday may withhold a disbursement where these Terms provide for it (including Sections 10.2 and 12) or where Merriday reasonably determines withholding is appropriate pending a dispute or fraudulent listing claim.

6.2 Platform Fees

Merriday charges fees to Renters only. Hosts pay no platform fees and receive their full asking rent. The listing price is the Host's asking rent; the service fee is never included in it.

• Booking fee: $50, paid by the Renter at checkout. It compensates Merriday for administrative and verification costs and is not applied toward rent or the security deposit. It is non-refundable, with one exception: on Host cancellation or breach before the lease becomes effective, it is refunded to the Renter in full per the Reservation Payment Agreement.
• Service fee: 5% of each monthly rent payment, paid by the Renter, displayed as a separate line item, and charged with each monthly rent payment.

6.3 Payment Processing Fees

All payments are processed via Stripe Connect. Merriday passes payment processing costs through to users at cost, as a line item based on the payment method chosen and disclosed at the time of payment. Processing fees are paid by the payer and are not refunded under any circumstances, including Host breach. All refunds are calculated exclusive of processing fees. Refunds will be issued to the most recently used payment method on file, which may differ from the original payment method. If a user believes they are legally entitled to a refund via a different method, they must notify Merriday of the preferred method and legal basis at the time of requesting the refund; failure to do so constitutes a waiver of that right.

6.4 No Side Fees

Hosts may not charge maintenance fees, cleaning fees, additional-occupant fees, or any other fee outside the rent, through or alongside the Platform. Any attempt to collect side fees is treated as an Off-Platform Agreement (Section 9.5) or prohibited conduct (Section 15).

6.5 Chargeback and Payment Dispute Policy

Initiating a chargeback or payment dispute through your bank or credit card issuer is not a substitute for using Merriday's dispute process or the arbitration procedures in Section 21. If you file a chargeback that is factually or legally without merit, you agree to pay Merriday $500 in liquidated damages, in addition to the original amount charged back and any of Merriday's attorney's fees or collection costs. These damages are collectable by Merriday through arbitration or legal proceedings even if you prevail in the chargeback process.

6.6 Collection of Amounts Owed

You authorize Merriday to charge any payment method on file with your account for any amount you owe Merriday under these Terms, including platform integrity fines and liquidated damages, and, for Hosts, to deduct such amounts from any disbursement otherwise payable to you. If a charge fails, the amount remains due; Merriday may retry the charge and suspend your account until the amount is paid, and may recover the amount through the dispute procedures in Section 21.

Merriday's late fee policy complies with New York's statutory limits on residential late fees:

• No late fee may be charged until rent is more than 5 days overdue (mandatory grace period).
• The late fee is a single flat fee per billing cycle of $50 or 5% of monthly rent, whichever is less. There is no daily accrual, and the total late charge may not exceed the statutory cap.
• The late fee provision appears in every lease created through the Platform, as required for enforceability. Hosts cannot customize late fee amounts.

Reminder notices, retry behavior, delinquency flags, and account restrictions for continued non-payment follow the schedule shown in the Platform and the Help Center. A Renter whose account is flagged delinquent cannot make new bookings. Merriday does not initiate eviction proceedings; continued non-payment is a matter for the Host's legal remedies (Section 12).

This Section governs exits once the lease is effective (Section 5.4). Before the lease is effective, any exit is a cancellation governed by the Reservation Payment Agreement (Sections 5.3 and 5.5).

8.1 Renter-Initiated: Standard

If a Renter terminates early without a legally protected reason: the Renter must provide at least 30 days' written notice through the Platform; an early termination fee equal to one (1) month's rent is assessed, payable to the Host; the Renter owes rent through the end of the 30-day notice period or the lease end date, whichever comes first; and the security deposit is returned per the standard process (Section 11). The Host may not retain the deposit as additional compensation for early termination.

After the notice period, New York law requires the Host to mitigate by making reasonable good-faith efforts to re-rent the unit at fair market value. The Renter is only liable for rent during the actual vacancy period.

8.2 Renter-Initiated: Protected Terminations

Certain Renters have a legal right to terminate early without penalty. The early termination fee is waived in full for the following protected reasons:

8.3 Host-Initiated: Without Cause

If a Host terminates without cause after the lease is effective (the Renter has not violated the lease): the Host forfeits the remainder of the current month's rent to the Renter; any prepaid rent for future months is fully refunded to the Renter; the security deposit is returned in full to the Renter within 14 days; a $500 platform integrity fine is charged to the Host; Merriday will assist the Renter in finding alternative housing on the Platform; and the Host's listing is flagged and may be suspended or delisted after repeated violations.

8.4 Host-Initiated: For Cause

If the Host seeks to terminate based on a Renter's lease violation, the Host must follow the applicable legal process. Merriday's role is limited to flagging the Renter's account, pausing rent disbursements pending resolution, and providing both parties with legal resources (Section 12). Merriday cannot initiate eviction proceedings.

9.1 Two Paths, Two Documents

The Platform provides lease creation tools keyed to the Host's listing path (Section 4.1): a Lease Agreement for Owner Hosts (Landlord / Tenant roles) and a Sublease Agreement for Leaseholder Hosts (Sublessor / Subtenant roles). The lease documents state plainly that the Renter contracts with the Host, not the prime landlord, and that Merriday is not a party.

9.2 Required Disclosures and Clauses

The lease documents include the disclosures and clauses required by applicable federal, state, and New York City law, assembled from the Host's inputs, along with the platform-required provisions these Terms depend on: the late fee clause, early termination with protected reasons enumerated, the Host's duty to mitigate, and the security deposit clause. Sublease documents additionally reflect the prime lease relationship, including the requirement that the sublease term fall entirely within the prime lease term.

9.3 Host Inputs

Merriday assembles lease documents from Host inputs and listing data but does not verify their accuracy. The Host is solely responsible for the truth, accuracy, and completeness of every input, disclosure, and attestation. A materially false input or attestation is a material breach of these Terms and may constitute a fraudulent listing under Section 4.4.

9.4 Execution Within the Platform

All lease signatures and timestamps are captured and stored entirely within the Merriday Platform, timestamped in Eastern Time. No third-party e-signature services are used. The Host signs at acceptance; the Renter signs only after the Renter's payment is in; the lease becomes effective per Section 5.4. By executing a lease on the Platform, each party acknowledges that their electronic signature is legally binding under applicable federal and New York electronic signature law; that the executed lease, once effective, is a binding agreement between Host and Renter; and that Merriday is not a party to the lease.

9.5 Off-Platform Agreements Prohibited

Any agreement entered into between a Host and Renter outside of the Merriday Platform that grants any right to use or occupy a unit viewed or listed on the Platform is an "Off-Platform Agreement."

As a Renter, if you view a listing on the Platform, you agree not to enter into any Off-Platform Agreement with that Host regarding any unit. As a Host, you agree not to enter into any Off-Platform Agreement with any person you know or reasonably should know has viewed your listing on the Platform.

If you enter into an Off-Platform Agreement in violation of this Section, you remain liable to Merriday for: (a) the full platform service fee you would have owed had the agreement been executed on-platform, plus (b) the greater of $1,500 or 5% of the total value of all payments made under the Off-Platform Agreement, as liquidated damages to compensate Merriday for the costs of identifying and addressing such arrangements.

10.1 Move-In and Access

Move-in timing is set in the lease and shown in the Platform. Access information is released through the Platform; no Renter has a right of early entry. The Host's access warranty (Section 4.6) applies from the scheduled move-in time.

10.2 Move-In Guide and Move-In Report

Upon booking confirmation, both parties can access the Merriday Move-In Guide, a structured documentation tool for unit condition, access handoff, utilities, and contacts. All uploaded photos and completion timestamps are stored within the Platform and may be referenced in any security deposit dispute.

A Renter who is denied access or encounters a materially fraudulent listing or uninhabitable conditions may file a move-in report within the report window shown in the Platform. Merriday may withhold disbursement of the first month's rent to the Host pending resolution of a timely move-in report. If the Renter confirms move-in, or the report window lapses without a report, disbursement proceeds.

10.3 Disclaimer

The Move-In Guide is a documentation convenience tool. It is not a formal housing inspection and does not relieve the Host of obligations under the prime lease, the lease created on the Platform, or NYC housing codes.

11.1 Collection and Conversion

The security deposit comes into being when the lease becomes effective (Section 5.4): at that moment the reservation payment (or the equivalent amount held where the Renter paid in full) converts to the security deposit under the Reservation Payment Agreement. Security deposits may not exceed one (1) month's rent, the maximum New York law allows.

11.2 Holding

Merriday holds security deposits as agent of the Host in a dedicated, FDIC-insured account at a federally insured U.S. banking institution, entirely separate from Merriday's operating accounts. Security deposits are never commingled with Merriday's own funds. Any payment of a security deposit made to Merriday in this capacity is deemed a payment to the Host at the time of receipt by Merriday, and Merriday's obligations as deposit-holding agent are limited to those set out in these Terms, the Reservation Payment Agreement, and applicable law.

Any interest earned on funds held by Merriday is retained by Merriday, unless applicable law determines otherwise.

11.3 Return

Within fourteen (14) days of the Renter vacating the premises, Merriday will provide the Renter an itemized statement of any deductions and return the remaining balance, as New York law requires. Deductions may only cover unpaid rent, damage beyond normal wear and tear, or unpaid utilities as specified in the lease. The move-out inspection, the Host's deduction claims with supporting documentation, and the Renter's review all proceed on the schedule shown in the Platform, within the 14-day statutory deadline. If the Host does not submit an itemized claim in time, Merriday returns the full deposit to the Renter. If a deduction is disputed, Merriday holds the disputed amount and directs both parties to Small Claims Court; undisputed amounts are released.

11.4 Deposit on Non-Payment or Holdover

On non-payment or holdover, the deposit is applied to unpaid rent first, with any remainder handled per court order. On protected terminations (Section 8.2) and Host termination without cause (Section 8.3), the deposit is returned in full.

12.1 What Merriday Can Do

• Hold pre-conversion funds and security deposits neutrally in ring-fenced accounts, preventing unilateral Host withholding
• Temporarily freeze rent disbursements to the Host if a Renter files a platform dispute (e.g., lockout, uninhabitable conditions, move-in report), pending resolution
• Impose platform integrity fines (Section 12.3) for violations of Platform rules
• Log and preserve all Platform communications, Move-In Guide documentation, lease documents, and payment records
• Provide complete documentation downloads to either party for use in legal proceedings

12.2 What Merriday Cannot Do

• Determine who is "right" in a dispute between Host and Renter
• Initiate, facilitate, or manage eviction proceedings
• Provide legal advice to either party
• Force a Renter to vacate (only a court can issue a warrant of eviction)
• Override the executed lease agreement or New York law

12.3 Platform Integrity Fine Schedule

All fines are charged to the responsible party's Stripe account. They are Merriday-to-user charges governed by these Terms and do not replace legal remedies available under New York law.

12.4 Renter Who Refuses to Vacate

If a Renter refuses to vacate after lease expiration or termination, Merriday will: stop processing rent disbursements to the Host; flag and permanently suspend the Renter's account; provide the Host with a guide to filing a non-payment or holdover proceeding in NYC Housing Court; and make all Platform documentation available for download by the Host for use in court.

Merriday will not and cannot force the Renter to vacate. Hosts who attempt self-help eviction (lock changes, utility shutoffs, removal of belongings) do so outside the Platform and may face civil or criminal liability under NY law.

12.5 Dispute Resources

Merriday maintains a guide to NYC Housing Court, NY Small Claims Court, the NY Attorney General's Office, NYC 311, the NYC Bar Association Referral Service, and the Legal Aid Society / Legal Services NYC in the Help Center, and provides it to both parties in any escalated dispute.

13.1 Monitoring and Use

Merriday provides messaging tools for Hosts and Renters. All messages sent through the Platform are logged and stored by Merriday. Platform communications are not end-to-end encrypted. Merriday can and does review messages in the course of providing its services, including for fraud detection, dispute resolution, trust and safety enforcement, and platform improvement. Messages may be stored for the duration of a tenancy and a reasonable period thereafter, shared with third parties in accordance with the Privacy Policy, produced to either party in a legal proceeding or arbitration upon request, and used to inform platform policy and service improvements. By using the Platform's communication tools, you consent to this review, storage, and use.

13.2 TCPA Authorization

You authorize Merriday to contact you using any contact information you provide, including by email, SMS/text message, or phone call (including automated calls). You expressly consent to receiving commercial messages, service notifications, and marketing communications from Merriday. You may opt out of marketing communications at any time without affecting your ability to receive service-related notifications.

14.1 Honesty

All information you post to the Platform, in your account profile, in any listing, in any lease creation input or attestation, or in communications with other users, must be truthful and not misleading. Misrepresentations may result in platform fines, account suspension, and legal liability to other users and to Merriday.

14.2 Legal Compliance

You alone are responsible for identifying, understanding, and complying with all laws, rules, regulations, and contractual provisions applicable to your use of the Platform. This includes: obtaining any required prime landlord consent, licenses, or permits; complying with NYC short-term rental law; paying applicable taxes; complying with fair housing laws (you may not discriminate against prospective Renters on the basis of any protected characteristic); and complying with all other applicable law. If you are uncertain about your legal obligations, consult a licensed New York attorney. Merriday does not provide legal advice.

14.3 Acting Within Authority

If you use Merriday as a broker or agent on behalf of a Host or Renter, you may not make or accept offers, execute leases, or take other binding actions without legal authority to bind your client. If you act outside of your authority, you may be personally liable to Merriday, your client, and other parties. Merriday is not responsible for any commission or compensation you are owed, and Merriday may contact your client directly.

Users may not: create fraudulent or misleading listings; list rent-stabilized or rent-controlled units or answer the rent-regulation eligibility question falsely; misrepresent the listing path; impersonate any person or entity; enter into Off-Platform Agreements (Section 9.5); charge or attempt to collect side fees outside the rent (Section 6.4); list units in violation of applicable short-term rental laws, prime lease restrictions, or building rules; discriminate against any user on the basis of any protected characteristic under federal, state, or local law; attempt to self-help evict a Renter (lockouts, utility shutoffs, removal of belongings); file a frivolous or bad-faith chargeback (Section 6.5); use the Platform for any unlawful purpose; introduce malware or spam, or attempt to hack or scrape Merriday's systems; or attempt to reverse-engineer, disassemble, or make unauthorized access attempts against Platform infrastructure.

Violations may result in platform fines (Section 12.3), account suspension or permanent ban, and legal liability to Merriday and other users.

All Platform content, including the Merriday name, logo, software, design, and text, is the property of Merriday Inc. and protected by applicable intellectual property laws. Merriday grants you a limited, revocable, non-exclusive license to use the Platform solely for your own use in accordance with these Terms. You may not reproduce, redistribute, resell, or create derivative works from Platform content.

By submitting listing content (photos, descriptions, etc.) to the Platform, you represent that you have the right to grant, and hereby grant, Merriday a non-exclusive, royalty-free, worldwide, sublicensable license to use, display, reproduce, and distribute such content for the purpose of operating and marketing the Platform. This license continues for a reasonable period after you remove the content from the Platform.

You agree to indemnify, defend, and hold harmless Merriday Inc., and its officers, directors, employees, contractors, and agents, from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorney's fees) arising out of or relating to: your violation of these Terms; your violation of any applicable law, regulation, or third-party right (including fair housing laws and the terms of any prime lease); your listing content or lease creation inputs, including any claim that they are inaccurate, fraudulent, or infringe any third-party right; any dispute between you and another user of the Platform, or between you and your prime landlord; or your use of the Platform in any manner not authorized by these Terms.

Merriday reserves the right to assume exclusive control of the defense of any matter subject to indemnification, at your expense. You agree to cooperate with Merriday's defense of such claims.

Merriday does not verify the accuracy of listing content or lease creation inputs and does not guarantee the suitability, habitability, or legality of any listed unit. Renters are responsible for their own due diligence before executing a lease.

Merriday has not provided you with legal or tax advice. The lease creation tools assemble documents from your inputs; they do not advise you. Statements made by Merriday's officers or agents are not, and should not be construed as, legal or tax advice. You are advised to consult independent legal and tax counsel before entering into any lease.

THE PLATFORM IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MERRIDAY DOES NOT WARRANT UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERRIDAY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF THE ABOVE RELEASE IS LEGALLY INEFFECTIVE SUCH THAT YOU ARE ENTITLED TO COMPENSATION, MERRIDAY'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL PLATFORM FEES PAID BY YOU TO MERRIDAY IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR (B) $500. THIS CAP DOES NOT APPLY TO MERRIDAY'S FRAUD OR GROSS NEGLIGENCE.

Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for certain damages. If these laws apply to you, some of the above exclusions may not apply.

Data collection, use, and protection is governed by the Merriday Privacy Policy, incorporated herein by reference. By using the Platform, you consent to data practices described in the Privacy Policy.

21.1 Agreement to Arbitrate

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

If any controversy or claim arises out of or relates to: (1) these Terms; (2) an alleged breach of these Terms; or (3) your use of the Platform or Merriday's services, and if the matter cannot be resolved through direct negotiation, you and Merriday agree to first attempt to resolve the dispute through mediation administered by the American Arbitration Association ("AAA") before resorting to arbitration.

Any unresolved dispute shall be finally settled by binding arbitration administered by the AAA under its Consumer Arbitration Rules (or, if applicable, Commercial Arbitration Rules). The arbitration shall be conducted in English and seated in New York County, New York. Judgment on the arbitral award may be entered in any court of competent jurisdiction. By agreeing to arbitration, you voluntarily waive any right to a jury trial, to file a lawsuit in court, or to appeal from an adverse arbitral decision (except as expressly provided in the applicable AAA rules). Your agreement to arbitrate includes all claims that arose before you first accepted any version of these Terms.

For clarity: this Section governs disputes between you and Merriday. Disputes between a Host and a Renter are governed by their lease, which does not impose mandatory arbitration, and by the dispute resolution provisions in Section 12.

21.2 Class Action Waiver

YOU AND MERRIDAY 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 ACTION, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of multiple parties or preside over any class or representative proceeding. If this class action waiver is held unenforceable with respect to any claim, that claim shall be severed and litigated in court; all other claims remain subject to arbitration.

21.3 Exceptions to Arbitration

Either party may seek temporary injunctive relief in a court of competent jurisdiction based on exigent circumstances or to prevent irreparable harm, without waiving the right to arbitrate the underlying dispute. A claim for permanent relief may only be sought through arbitration.

These Terms are governed by the laws of the State of New York, without regard to conflicts of law principles. For any claims or proceedings that fall outside the scope of the arbitration agreement (Section 21), you consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

You may terminate your account at any time by deleting it through the Platform settings. Termination does not affect any rights or obligations arising from your use of the Platform before termination, including any executed lease agreements, effective Reservation Payment Agreements, pending payments, or unresolved disputes.

Merriday may terminate or suspend your account: for any reason, with 30 days' prior notice by email or in-app notification; or immediately and without notice if you breach these Terms, violate applicable law, or if Merriday determines termination is necessary to protect Merriday, other users, or third parties. Merriday may also terminate accounts that have been inactive for more than 24 consecutive months, without prior notice.

Upon termination: your license to use the Platform ceases immediately; any active tenancies must be wound down per the applicable lease and these Terms; funds held under the Reservation Payment Agreement and pending security deposits will be handled per Sections 5 and 11; and any amounts owed to Merriday remain collectable. Merriday is not obligated to retain your account data after termination, except as required by law.

Merriday may update these Terms and the Platform Policies at any time. Material changes to these Terms, or to an incorporated document where the change affects your payment obligations or legal rights, will be communicated via in-app notification and/or email at least 14 days before the effective date. Your continued use of the Platform after the effective date constitutes acceptance of the updated Terms. Modified Terms will not apply retroactively to active tenancies, effective Reservation Payment Agreements, or pending arbitration proceedings unless all parties expressly consent.

25.1 Integration / Entire Agreement

These Terms, together with the Platform Policies and any executed lease agreements, constitute the entire agreement between you and Merriday with respect to the Platform and supersede all prior understandings, representations, or agreements, whether oral or written. These Terms may not be varied, supplemented, or contradicted by evidence of any prior agreement, course of dealing, or trade usage, except through a written agreement signed by an authorized representative of Merriday that expressly provides it supersedes these Terms.

25.2 Severability

If any provision of these Terms is held invalid or unenforceable by a court or arbitrator, that provision shall be limited to the minimum extent necessary and the remaining provisions shall remain in full force and effect.

25.3 No Waiver

Merriday's failure to enforce any provision of these Terms on any occasion does not constitute a waiver of that provision or of Merriday's right to enforce it in the future. Any waiver must be in writing and signed by an authorized representative of Merriday.

25.4 Assignment

You may not assign your rights or obligations under these Terms without Merriday's prior written consent. Merriday may assign its rights and obligations freely, including in connection with a merger, acquisition, or sale of assets. These Terms bind and benefit the parties and their respective successors and permitted assigns.

25.5 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Merriday, except for Merriday's limited role as Host payment agent and deposit-holding agent described in Sections 3 and 11. Each party remains an independent contractor responsible for its own actions.

25.6 Parental Controls Notice

Parental controls are commercially available that may limit minors' access to content. For information on parental control tools, see https://consumer.ftc.gov/articles/parental-controls.

25.7 Contact

Merriday Inc. | support@merriday.co | New York, NY