Terms of Service

Welcome to Merriday, a subletting marketplace operated by Merriday Inc., a Delaware corporation ("Merriday," "we," or "us"). Merriday connects people looking to sublet their apartments ("Hosts") with people looking for housing ("Renters") in New York City. Please read these Terms carefully. By creating an account, listing a sublet, 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"), the Privacy Policy, and any policies incorporated herein by reference. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM. IMPORTANT -- PLEASE NOTE: These Terms (a) limit Merriday's liability to you (Sections 17 and 18); (b) require most disputes to be resolved by individual arbitration rather than court litigation or class action (Section 20); and (c) require you to indemnify Merriday if your conduct causes harm to Merriday or third parties (Section 16). These provisions are no less binding for being highlighted here. Read the entire document. KEY PRINCIPLE: Merriday is a technology platform, not a landlord, broker, or property manager. Merriday is not a party to any sublease agreement. Merriday provides infrastructure, processes payments via Stripe Connect, executes lease documents through its internal signature system, and holds security deposits in compliance with NY GOL Section 7-108. 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

• 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 Verification Tiers

Merriday uses a tiered identity verification system. Access to platform features depends on your verification level: Tier 1 -- Email Verified:

• Valid email address confirmed

• Can browse listings and send booking inquiries Tier 2 -- Identity Verified:

• Government-issued ID verified

• Can book listings and execute lease agreements on-platform DEV NOTE: Verification gate logic: Tier 2 required before booking initiation. Tier 3 (enhanced verification / background checks) is NOT part of MVP1 and will be defined in a future release. 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 the Fair Credit Reporting Act (FCRA) 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 sublease transactions between independent Hosts and Renters. Merriday is not a party to any sublease, does not act as a real estate broker, property manager, landlord, money transmitter, insurer, or bank. Merriday does not visit or inspect listed properties and makes no representations about any property's habitability, condition, or location, except as provided in Section 4.3 (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

• Executing lease documents through Merriday's internal signature and timestamp system

• Holding security deposits in a ring-fenced, FDIC-insured account per NY GOL Section 7-108

• Imposing platform integrity fines ($150 / $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. WARNING: LEGAL REVIEW

4.1 Host Representations

By creating a listing, you (the "Host") represent and warrant that:

• You are a current tenant of the listed unit and are legally permitted to sublet under your master lease and applicable New York law;

• You have obtained all required consents, including explicit written landlord consent where required;

• All listing content (photos, description, rent, dates, amenities) is truthful, accurate, and not misleading;

• All photographs are genuine images of the actual property and have not been materially edited or manipulated;

• You 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; and

• You are not listing a unit in violation of any short-term rental law, including NYC Local Law 18 or any successor regulation. Failure to obtain required consent where necessary is a material breach of these Terms. Merriday may charge a $500 platform integrity fine for listings executed without required landlord consent, in addition to any other remedies. Merriday may display status indicators on listings and bookings to reflect their current state in the Platform workflow. These labels are operational features of the Platform and may be updated or changed by Merriday at any time. They do not constitute contractual terms.

4.2 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; or

• Any other material misrepresentation of the unit's nature, condition, or legal status that renders it unsuitable for the advertised purpose. If a Renter encounters a materially fraudulent listing and 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, the security deposit in full, and a prorated portion of any rent paid for days not occupied. 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.

4.4 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 also ensure that personal belongings not intended for the Renter's use are removed or securely stored before the Renter's 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. Documentation of condition via the Move-In Guide (Section 10) is strongly encouraged and may be referenced in any deposit dispute.

4.5 Host Move-In Access Warranty

Each Host who enters into an executed sublease through the Platform warrants to Merriday that the Host will provide the Renter with access to the unit within two (2) hours of the Renter's arrival at the scheduled move-in time. 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 landlord or building management.

5.1 Booking Request and Fee

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. Upon the Host's acceptance and after both parties have executed the lease through the Platform, the following amounts are collected from the Renter in a single transaction: (a) the non-refundable $50 booking fee, (b) the security deposit, and (c) the first month's rent. The $50 booking fee compensates Merriday for administrative and verification costs and is not applied toward rent or the security deposit.

5.2 Host Response Window

Upon receiving a booking request, the Host has 72 hours to accept or decline. If the Host does not respond within this window, the request expires and the Renter will not be charged. A booking is not confirmed, and the Renter does not gain any right of access to the unit, until both parties have executed the lease through the Platform and all required payments have been successfully collected. Merriday will disburse the first month's rent to the Host only after the Renter has confirmed successful move-in access, or seven days after the scheduled move-in date, whichever is earlier, unless Merriday determines in its sole discretion that withholding is appropriate (e.g., pending dispute or fraudulent listing claim).

5.3 Rent Due Date -- Anchor Date Model

Monthly rent is due on the same calendar date each month, anchored to the Renter's move-in date. If the Renter moves in on the 15th, rent is due every 15th thereafter. Month-end edge case: If the anchor date is the 29th, 30th, or 31st and the current month has fewer days, the charge runs on the last day of that month.

5.5 Prorated Rent

First Month: The first full month's rent is collected at booking activation regardless of move-in date. No partial-month proration on move-in. Final Month: If the lease end date falls before the next anchor date, the final payment is prorated: (Monthly Rent Days in that calendar month) Days occupied in final month Example: $1,500/month rent, lease ends April 9. April has 30 days. Final charge = ($1,500 30) 9 = $450.

5.6 Payment Processing Fees

All payments are processed via Stripe Connect. Merriday passes payment processing costs through to users at cost:

• Credit card payments: approximately 3% processing fee

• ACH / bank transfer payments: approximately 1% processing fee, capped at $5 If Merriday is required to issue a refund, Merriday may deduct the actual processing cost (3% for credit card, $5 for ACH) from the refund amount. 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.

5.7 Payment Timing and Host Disbursement

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.

5.8 Platform Service Fees

Merriday charges fees to Renters only. Hosts pay no platform fees.

• Renter service fee: 5% of each monthly rent payment, deducted by Merriday at the time of collection and remitted to the Host net of this fee

• Booking fee: $50 non-refundable fee paid by the Renter after lease execution, alongside the security deposit and first month's rent

• Payment processing fees (Stripe Connect) are passed through to users at cost per Section 5.6 Hosts will see the Renter-facing rent amount (inclusive of the 5% service fee) displayed on their listing before it is published, so the net amount they will receive is visible upfront.

5.9 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 20. Frivolous or baseless chargebacks cause substantial harm to Merriday, including staff time, processing costs, and reputational damage. 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.

6.1 Governing Law -- NY RPL Section 238-a

Merriday's late fee policy complies with NY RPL Section 238-a:

• A late fee may not be charged until rent is more than 5 days overdue (mandatory grace period).

• The late fee is capped at $50 or 5% of monthly rent, whichever is LESS.

• One flat fee per billing cycle -- not daily accrual. The total late charge may not exceed the statutory cap.

• The late fee provision must appear in the executed lease to be enforceable. Examples: $1,500/month late fee = $50. $900/month late fee = $45. Hosts cannot customize late fee amounts. WARNING: LEGAL REVIEW: Daily accrual fees are not permitted under NY law. Platform-wide fixed fee calculated automatically. No host customization.

6.2 Late Payment Escalation Ladder

Day Action Details Day 1(Due Date) Stripe charge attempt Automatic charge. If fails, Stripe smart retry begins automatically. Day 2 Soft reminder Automated email + in-app notification: 'Payment didn't go through. Please update your payment method.' Friendly tone. Day 5 Grace period warning Email + in-app: 'Rent is 5 days overdue. After today, a late fee will be applied.' Day 6 Late fee assessed Flat fee charged: $50 or 5% of monthly rent, whichever is less. Renter and Host notified. Delinquency badge on Renter dashboard. Day 10 Escalation notice Email to Renter about outstanding balance. Email to Host that payment is overdue. Day 15 Account flagged DELINQUENT Renter cannot make new bookings on the Platform. Host notified and given information on legal options. Day 30 Platform action Renter's account paused. Host notified to pursue legal remedies. Both parties receive dispute resource guide. Merriday does NOT initiate eviction proceedings. DEV NOTE: All escalation steps are automated. Admin manual override required. Stripe smart retry handles Days 1-5. Late fee = new one-time Stripe charge on Day 6.

7.1 Renter-Initiated -- Standard

If a Renter wishes to terminate 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 via Stripe.

• The Renter owes rent through the end of the 30-day notice period or the lease end date, whichever comes first.

• The security deposit is returned per the standard process (Section 9). The Host may not retain the deposit as additional compensation for early termination -- no double-dipping. After the notice period, the Host is subject to the duty to mitigate under NY RPL Section 227-e and must make 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. DEV NOTE: Surface NY RPL Section 227-e mitigation obligation to Host in the early termination notification flow.

7.2 Renter-Initiated -- Compassionate Policy

If a Renter provides documentation of a qualifying medical condition (signed physician letter) or mandatory employer relocation (signed employer transfer letter), Merriday will reduce the early termination fee to 50% of one month's rent. This is a Merriday platform policy -- not a legal entitlement. The security deposit is returned per the standard process.

7.3 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: Protected Reason Law Notice Required Fee Active military duty (PCS or deployment orders) SCRA, 50 U.S.C. Section Section 3901-4043 Written notice + copy of orders. Lease ends 30 days after next rent due date. Waived Domestic violence NY RPL Section 227-c 30 days' notice + order of protection or sworn statement from qualified professional Waived Senior / disability relocation (62+ or qualifying disability) NY RPL Section 227-a Physician documentation required Waived Uninhabitable conditions not remedied after written notice Constructive eviction doctrine Written notice to Host first Waived WARNING: LEGAL REVIEW: Job relocation and severe illness (absent Section 227-a) are NOT legally protected reasons in NY. Merriday's 50% compassionate policy (Section 7.2) is the platform's voluntary response.

7.4 Host-Initiated -- Without Cause

If a Host cancels a confirmed booking without cause (Renter has not violated the lease):

• 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.

• Security deposit returned in full to the Renter within 14 days.

• $500 platform integrity fine charged to the Host's Stripe account.

• Merriday will assist the Renter in finding alternative housing on the Platform.

• Host's listing is flagged; may be suspended or delisted after repeated violations.

7.5 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 11). Merriday cannot initiate eviction proceedings. WARNING: LEGAL REVIEW: Once a person has been in a NYC apartment for 30+ days, they have statutory tenant rights. Hosts cannot change locks, shut off utilities, or remove belongings. The only legal removal path is Housing Court.

8.1 Lease Builder Tool

Merriday's Lease Builder generates a sublease agreement pre-populated with confirmed booking terms. The template incorporates NY-specific sublease provisions, HSTPA 2019 compliance, and the following required clauses: late fee (NY RPL Section 238-a), early termination (protected reasons enumerated), duty to mitigate (NY RPL Section 227-e), security deposit (NY GOL Section 7-108), and dispute resolution.

8.2 Execution Within the Platform

All lease signatures and timestamps are captured and stored entirely within the Merriday Platform. No third-party e-signature services are used. By executing a lease on the Platform, each party acknowledges:

• Their electronic signature is legally binding under the New York ESRA and federal E-SIGN Act;

• The executed lease is a binding sublease between Host and Renter; and

• Merriday is not a party to the lease.

8.3 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.

8.4 Required Sublease Template Clauses

Late Fee Clause "If {{RENTER_FULL_NAME}} fails to pay rent within five (5) days of the due date, a late fee of $50 or 5% of the monthly rent (whichever is less) will be assessed. This fee will be automatically charged via the Merriday platform. Late fee provisions comply with NY RPL Section 238-a." Early Termination Clause "Either party may terminate this sublease early by providing at least thirty (30) days' written notice through the Merriday platform. If {{RENTER_FULL_NAME}} terminates without a legally protected reason, an early termination fee equal to one (1) month's rent will be assessed, payable to {{HOST_FULL_NAME}} via the Merriday platform. Protected terminations (active military duty under SCRA; domestic violence under NY RPL Section 227-c; senior/disability relocation under NY RPL Section 227-a) are exempt from this fee." Dispute Resolution Clause "Merriday, Inc. is a technology platform and is not a party to this sublease. Merriday does not mediate, arbitrate, or adjudicate disputes between Host and Renter. In the event of a dispute, the parties agree to first attempt resolution through direct communication via the Merriday platform. If unresolved, either party may pursue remedies through NYC Housing Court, NY Small Claims Court, or other appropriate legal channels. Merriday will provide documentation of all platform communications, payment records, and inspection reports to either party upon request." Security Deposit Clause "A security deposit of {{SECURITY_DEPOSIT_AMOUNT}} (not to exceed one month's rent per NY GOL Section 7-108) will be collected by Merriday, Inc. and held in a dedicated, FDIC-insured savings account at Citizens Bank, separate from Merriday's operating funds. Within fourteen (14) days of {{RENTER_FULL_NAME}} vacating the premises, Merriday will provide an itemized statement of any deductions and return the remaining balance. Deductions may only cover unpaid rent, damage beyond normal wear and tear, or unpaid utilities as specified in this sublease."

9.1 Collection and Holding

Merriday collects and holds security deposits as agent of the Host. All security deposits are held in a dedicated, FDIC-insured savings account at Citizens Bank (the "Deposit Account") that is 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 and NY GOL Section 7-108. Security deposits may not exceed one (1) month's rent per NY GOL Section 7-108 as amended by HSTPA 2019.

9.2 Standard Return Process

Step Party Action Deadline 1 Both Move-out inspection via Merriday checklist. Photos uploaded. Both parties sign off digitally. At or shortly after move-out 2 Host Submits itemized deduction claims with supporting documentation (damage photos, receipts/estimates). Within 7 days of move-out 3 Renter Reviews claimed deductions. Accepts or disputes through the Platform. 3 days after Host submission 4 Merriday If accepted (or Renter does not respond in 3 days): releases deposit minus deductions via Stripe. If disputed: holds disputed amount and directs both parties to Small Claims Court. Within 14-day hard deadline 5 Merriday 14-day hard deadline: If Host has not submitted itemized statement by Day 14, Merriday returns the FULL deposit to the Renter and notifies the Host. Day 14 from move-out WARNING: LEGAL REVIEW: NY GOL Section 7-108(1-a)(e): Failure to provide itemized statement and return deposit within 14 days entitles Renter to full deposit. Willful violations may result in punitive damages up to 2x the deposit.

9.3 Deposit Return by Termination Type

Scenario Early Termination Fee Deposit Natural lease end None Standard return process Renter early term -- no protected reason 1 month's rent to Host Standard return process Renter early term -- compassionate (docs provided) 50% of 1 month's rent Standard return process Protected termination (SCRA, DV, Section 227-a, uninhabitable) Waived Full return, standard process Host cancels without cause N/A (Host pays Renter) Full return within 14 days Non-payment / holdover N/A Applied to unpaid rent first; remainder per court order

10.1 Feature Overview

Upon booking confirmation, both parties access the Merriday Move-In Guide -- a structured documentation tool covering:

• Unit condition documentation (photos and written notes)

• Key and access handoff confirmation

• Utility setup confirmation

• Lease terms summary

• Emergency and building contact information

10.2 Condition Documentation

All uploaded photos and completion timestamps are stored within the Platform and may be referenced in any security deposit dispute. Both parties are strongly encouraged to complete the Move-In Guide at or before the lease start date.

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 master lease or NYC housing codes.

11.1 What Merriday Can Do

• Hold security deposits neutrally in the ring-fenced Deposit Account, preventing unilateral Host withholding

• Temporarily freeze rent disbursements to the Host if a Renter files a platform dispute (e.g., lockout, uninhabitable conditions), pending resolution

• Impose platform integrity fines ($150, $250, $500, or $1,500 depending on the violation) for violations of Platform rules

• Log and preserve all Platform communications, Move-In Guide documentation, and payment records

• Provide complete documentation downloads to either party for use in legal proceedings

11.2 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 sublease agreement or New York law

11.3 Platform Integrity Fine Schedule

Violation Fine Who Pays Host cancels confirmed booking without cause $500 Host Fraudulent listing (material misrepresentation) $500 Host Failure to obtain required landlord consent $500 Host Failure to provide move-in access within 2 hours $250 Host Clean unit standards violation $150 Violating party Renter provides materially false information $500 Renter Frivolous chargeback $500 Initiating party Off-Platform Agreement (in addition to service fee) $1,500 or 5% of total payments, whichever is greater Violating party 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.

11.4 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 step-by-step guide to filing a non-payment or holdover proceeding in NYC Housing Court

• 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.

11.5 Dispute Resources

Resource What It Covers NYC Housing Court Non-payment, holdover proceedings, habitability disputes. No attorney required. NY Small Claims Court Monetary disputes up to $10,000 (NYC). Deposit disputes, damage claims, unpaid rent. NY Attorney General's Office Security deposit complaints, tenant rights guide, landlord harassment. NYC 311 Housing complaints, building code violations, emergency housing assistance. NYC Bar Association Referral Service Low-cost landlord-tenant legal consultations. Legal Aid Society / Legal Services NYC Free legal assistance for qualifying low-income Renters.

12.1 Communication Tools

Merriday provides messaging and communication tools for Hosts and Renters to interact on the Platform. All messages sent through the Platform are logged and stored by Merriday.

12.2 Monitoring and Use

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 by Merriday for the duration of a tenancy and for a reasonable period thereafter

• Shared with third parties in accordance with Merriday's Privacy Policy

• Produced to either party in a legal proceeding or arbitration upon request

• Used to inform platform policy and service improvements By using the Platform's communication tools, you consent to Merriday's review, storage, and use of your messages as described above.

12.3 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.

13.1 Honesty

All information you post to the Platform -- in your account profile, in any listing, or in communications with other users -- must be truthful and not misleading. You may not make or maintain more than one Merriday account. Misrepresentations may result in platform fines, account suspension, and legal liability to other users and to Merriday.

13.2 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 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.

13.3 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

• Impersonate any person or entity

• Enter into Off-Platform Agreements to circumvent platform fees (see Section 8.3)

• List units in violation of applicable short-term rental laws, master 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 (see Section 5.9)

• Use the Platform for any unlawful purpose

• Introduce malware, spam, or attempt to hack or scrape Merriday's systems

• Attempt to reverse-engineer, disassemble, or make unauthorized access attempts against Platform infrastructure Violations may result in platform fines (Section 11.3), account suspension or permanent ban, and legal liability to Merriday and other users.

15.1 Merriday's Property

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.

15.2 Your 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);

• Your listing content, including any claim that your listing is inaccurate, fraudulent, or infringes any third-party right;

• Any dispute between you and another user of the Platform; 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.

17.1 No Endorsement

Merriday does not verify the accuracy of listing content 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.

17.2 No Legal or Tax Advice

Merriday has not provided you with legal or tax advice. 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 sublease.

17.3 Platform "As Is"

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. WARNING: LEGAL REVIEW: Cap amount and carve-outs to be reviewed by NY counsel. Also confirm early termination fee enforceability as liquidated damages requires 'reasonable estimate of actual damages' analysis.

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

20.1 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. WARNING: LEGAL REVIEW: Confirm AAA rules vs. JAMS vs. another provider. Confirm that consumer arbitration rules apply (lower filing fees for consumers). Review arbitration clause enforceability under NY law.

20.2 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.

20.3 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 20), you consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York. DEV NOTE: Merriday operates exclusively in New York as of mvp1.

22.1 Termination by You

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, pending payments, or unresolved disputes.

22.2 Termination by Merriday

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.

22.3 Effect of Termination

Upon termination: your license to use the Platform ceases immediately; any active tenancies must be wound down per the applicable lease and these Terms; pending security deposits will be handled per Section 9; 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 at any time. Material changes 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 or pending arbitration proceedings unless all parties expressly consent.

24.1 Integration / Entire Agreement

These Terms, together with the Privacy Policy and any executed sublease 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.

24.2 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.

24.3 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.

24.4 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.

24.5 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 described in Section 3. Each party remains an independent contractor responsible for its own actions.

24.6 Section 230(d) 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.

24.7 Contact

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