Wheelhouse Terms of Service
Last Updated: August 17, 2021
Welcome to Wheelhouse. These Terms of Service (“Terms”) contain important information about your legal rights, remedies, and obligations. Please read these Terms carefully as they form a binding legal agreement between you and us.
Who We Are
Lyric Hospitality, Inc. (d/b/a Wheelhouse), together with its parents, affiliates, subsidiaries, and related entities ("Wheelhouse" and “we,” “our,” or “us”), is a software platform to power the short-term rental accommodations industry.
Wheelhouse is a dynamic pricing engine to enable owners and property managers of short-term rental accommodation to maximize revenue.
The Wheelhouse applications, websites, products, services, and properties are collectively the "Services" or the “Wheelhouse Services.”
We are continually changing and improving the Services. We reserve the right at our sole discretion to modify the Services, to add or remove features or functionalities, or to suspend or terminate any part of it with or without notice.
Access to and use of the Services is available only to those who are at least 18 years old and by accessing or using the Services you represent and warrant that you are over 18 years old, and capable of entering into a valid and binding legal contract under applicable law.
To create an account and become a member (“Member”) of the Wheelhouse Services, you may be asked to create a password-protected account ("Account"). You may register for an Account using your email and creating a password, or if enabled by us at our sole discretion, using certain existing third party social networking accounts such as Google, Facebook, or Twitter ("Third Party Networks"). You agree to provide accurate, current and complete information during the Account registration process and at all other times when you use the Services, and to update information sufficient to continually keep it accurate, current, and complete. You are solely responsible for safeguarding your Account password and other information, and if applicable, access to a Third Party Network. You are solely responsible for all activity that occurs on or through your Account or Third Party Network created account. You agree to immediately inform Wheelhouse of any suspected unauthorized use or access. You acknowledge that if you wish to protect your transmission of data to us, it is your responsibility to use a secure encrypted connection from a secure and trusted computing device to communicate with the Services. We are not liable or otherwise responsible for any loss or damage that any party claims is caused in whole or part by unauthorized use of Your Account. Unless otherwise agreed to by us in writing, you may only have one (1) Wheelhouse Account at a time. Accounts are non-transferrable.
You agree to comply with all applicable federal, state, or local laws, ordinances, regulations, rules, decisions, orders, or requirements in connection with your use of the Services and Accounts.
Pricing and Financial Analysis of Accommodation Properties
By using the Wheelhouse Services, you will provide us with private account information, and authorize us to automatically update the pricing data for your short-term rental properties on your behalf. Unless we otherwise agree in writing, we do not have permission to change any other details related to your account.
The prices we post to your listing reflect our best assessment of current market conditions. You may adjust your price settings on the Wheelhouse Services to manage our price recommendations to your preferences. You may also deactivate our pricing services when you prefer to set pricing manually. While we aim to maximize revenue for each listing that uses our auto-pricing, it is solely up to each user to review and confirm the prices we set.
You are solely responsible for maintaining records relevant and required for your business.
Wheelhouse Services Fees
By using the Wheelhouse Services, you acknowledge that the fee structure and fees charged by Wheelhouse for the Services may change at any time. Wheelhouse will provide you with thirty (30) days advance notice of any changes to the then-existing fee structure. Continued use of the Services following that 30-day notice period constitutes your agreement to the updated fee structure and fees. You acknowledge that if you object to the proposed fee structure change(s), your sole remedy may be to stop using the Wheelhouse Services.
Regardless of whether you access or use the Services with or without an Account, by accessing, searching on, or using the Services in any way, you agree that will not:
Use another person's Account, to misrepresent yourself, your identity, or transactions facilitated by the Wheelhouse Services;
Violate any local, state, federal or international law or regulation, or any order of a court as may relate to bookings or other transactions facilitated by the Wheelhouse Services;
Use any automated system including but not limited to robots, spiders, offline readers, crawlers, scrapers to access, copy, maintain or compile the Services or content thereon for any purpose without our prior written approval; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the Services for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material (Wheelhouse reserves the right to revoke these exceptions either generally or in specific cases);
In any manual or automated manner copy, appropriate, use, or disclose any copyrighted text, or other intellectual property, rights of publicity, privacy or contract rights or otherwise misuse or misappropriate Services information or content including but not limited to, use on a mirrored, competitive, or third-party site;
Transmit more request messages or searches through the Services in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
Take any action that (a) may unreasonably encumber Wheelhouse's combined Services infrastructure; (b) interferes or attempts to interfere with the proper working of the Services or any third-party participation; (c) bypasses measures that are used to prevent or restrict access to the Services; (d) circumvents, disables or otherwise interferes with security features of the Services; (e) distributes viruses or any other technologies that may harm Wheelhouse or users; (f) uses the Services in a way that violates any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights; or (g) circumvents or manipulates fees, fee structure, or billing claimed or owed as a result of interaction, relationships, or transactions that may be facilitated on the Services;
"Stalk," harass, or intimidate any other Member or user of the Services; or collect, harvest, or publish any personally identifiable data including but not limited to names, account data, or any other information on building owners, managers, residents, or other persons; or use the communication systems provided by the Services for any reason not explicitly authorized by these Terms;
Blatantly express statements of bigotry, racism, racially or ethnically offensive content, hate speech, abusiveness, vulgarity or profanity;
Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful content to or through the Services;
Violate any Wheelhouse policies that govern or relate to your use of the Services and interactions between you and third parties, including your agreement not to discriminate against any person relating to any transaction on, or through, or created with the assistance of the Services on any protectable basis, including but not limited to race, gender, ethnicity, national origin, gender identity, sexual preference or orientation, religion, or age;
Fail to perform transactions agreed to on the Services, unless caused by circumstances beyond your reasonable control such as acts of god (such as, fires, explosions, earthquakes, drought, tidal waves and floods), acts of war, rebellion or insurrection (whether declared or not and including terrorist acts), contamination by radioactivity, toxic explosive or other hazardous properties, or riot, commotion, strikes, go slows, lock outs, or disorder);
Engage in fraudulent conduct;
Registering for an Account on behalf of an individual other than yourself;
Undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Services; and
Attempt to indirectly undertake any of the foregoing.
You also agree not to misuse our Services, including any attempt to circumvent listing, booking, or payments-related functions.
You may not use our Services for any benchmarking or other competitive purposes.
You are free to stop using our Services any time. We reserve the right to suspend or close the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or if you use the Services in any way that would cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance, though there may be some cases (for example, repeatedly or flagrantly violating these Terms or a court order) where we may suspend immediately.
All information and material on our Services, other than user generated content, if any, is either owned by Wheelhouse or is licensed by the respective owners. You are not allowed to use these materials except as we permit you to do so in writing. Our trademarks and service marks and the associated logo and graphics are owned by us and protected by copyright, trademark, and other laws of the United States, foreign countries, and international conventions. Any other marks are the property of their respective owners. You agree that you recognize our rights and the rights of third parties in their respective marks and that you may not copy, use, or other exploit them except as permitted in writing. We retain ownership of all of our intellectual property rights, and you have no rights to our intellectual property or rights in intellectual property.
Subject to your continued compliance with these Terms, and at our sole discretion, Wheelhouse grants you a limited, non-exclusive, revocable, royalty-fee, fully paid up, non-transferable, and non-sublicensable license to use the Services for your personal and non-commercial use and for the purposes of the Services. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, sell, perform, or display content, except as expressly permitted in the Terms. No other licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Wheelhouse or its licensors.
To the extent you submit your content to the Services, you grant us a non-exclusive, revocable, royalty-fee, fully paid up, license to use your content to operate our Services and provide you with the services you request. We may store and archive such content in accordance with our data retention practices.
We respect, and expect users of the Services to respect, copyright law and other intellectual property rights. Where warranted, we will terminate the account of any user who repeatedly infringes or is believed to be repeatedly infringing the rights of copyright holders. If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Services by completing the following DMCA Notice of Alleged Infringement, and delivering it to Wheelhouse's Designated Copyright Agent. Upon receipt of the Notice as described below, Wheelhouse will take whatever action, in its sole discretion, it deems warranted and appropriate, including removal of the challenged material from the Site and Application.
DMCA Notice of Alleged Infringement ("Notice")
Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you will provide a comprehensive list of the copyrighted works that you claim have been infringed.
Identify the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Services where such material may be found.
Provide your mailing address, telephone number, and, if available, email address.
Include both of the following statements in the body of the Notice:
"I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."
"I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."
Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all items completed, to Wheelhouse's Designated Copyright Agent:
One Embarcadero Center, Unit 26859
San Francisco, CA 94126
Third Party Sites
The Services may contain links to third-party websites or content provided by third parties, including within User Submissions (collectively, “Third Party Materials”). We do not control, investigate, monitor, or check such Third Party Materials. We are not responsible for the Third Party Materials or opinions expressed therein. The inclusion of Third Party Materials on the Services does not imply approval or endorsement of such Third Party Materials by us. If you decide to leave the Services and access any Third Party Materials, you do so at your own risk. The Third Party Materials may be subject to the terms of third party license agreements that may be made available to you when you view or download the applicable Third Party Materials.
We hope you enjoy using the Services and find it invaluable when it is available. There are certain things that we do not and cannot promise.
YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT WHEELHOUSE DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON TO (A) MONITOR OR REVIEW OR EDIT USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND (INCLUDING CRIMINAL BACKGROUND) OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER OR OTHER PERSON BOUND BY THESE TERMS.
THE SERVICES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT ALLOWED BY LAW, WE AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, INVESTORS, PARTNERS, EMPLOYEES, AGENTS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WE AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, INVESTORS, PARTNERS, EMPLOYEES, AGENTS, AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU FACILITATED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE, APPLICATIONS OR CODE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OR USERS OF THE SERVICES AND WITH THIRD PARTIES WITH WHOM YOU INTERACT WITH OR COMMUNICATE WITH AS A RESULT OF YOUR USE OR ACCESS OF THE SERVICES. YOU UNDERSTAND THAT WHEELHOUSE DOES NOT UNDERTAKE TO VERIFY THE ACCURACY OF OR STATEMENTS OF MEMBERS OR THIRD PARTY USERS OF THE SERVICES OR TO VERIFY ANY ITEMS THAT MAY BE THE SUBJECT OF SALE, PURCHASE OR DELIVERY FACILITATED BY THE SERVICES.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU ARE NOT ACTING UPON THE ADVICE OR DIRECTION OF WHEELHOUSE OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, INVESTORS, PARTNERS, EMPLOYEES, AGENTS, AND LICENSORS, NONE OF WHOM ADVISE OR DIRECT YOU OR YOUR COMMUNICATIONS OR YOUR TRANSACTIONS OR INTERACTIONS WITH THIRD PARTIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WHEELHOUSE OR THROUGH OR FROM THE SERVICES, SOFTWARE, OR CODE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
LIMITATION OF LIABILITY
WHERE PERMITTED, AND TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES, TO THE OFFERING, SALE, PURCHASE OR DELIVERY OF ANY ITEM, GOOD, PRODUCT, SERVICE, OR TANGIBLE OR INTANGIBLE THING FACILITATED VIA THE SERVICES REMAINS WITH YOU AND NEITHER WHEELHOUSE NOR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, PARTNERS, AGENTS, AND LICENSORS WILL BE RESPONSIBLE FOR LOST PROFITS, REVENUES OR DATA OR FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES EVEN IF WE HAVE BEEN ADVISED OF THEIR POSSIBILITY OR EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, CLAIM FOR RELIEF OR ALLEGED THEORY OF RECOVERY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
TO THE MAXIMUM EXTENT OF THE LAW, THE TOTAL LIABILITY OF WHEELHOUSE, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, PARTNERS, AND AUTHORIZED AGENTS FOR CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE RELATIONSHIP BETWEEN US, INCLUDING ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US FOR THE ACCESS OR USE OF THE SERVICES IN THE SIX MONTHS PRIOR TO THE EVENTS GIVING RISE TO YOUR CLAIM OR IF NO SUM WAS CHARGED, THEN THE SUM OF FIFTY DOLLARS ($50).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS CONTAINED IN THE WARRANTIES OR LIMITATIONS OF LIABILITY PARAGRAPHS IMMEDIATELY ABOVE MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold us and our parents, subsidiaries, affiliates, and their respective officers, directors, investors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, injuries, and expenses, including without limitation reasonable legal and professional fees, arising out of or in any way connected with (a) your access to or use of the Services or your violation of these Terms; (b) your content or User submissions; (c) your interaction with any other Third Party (including but not limited to any injuries, losses, damages (direct, indirect, consequential or otherwise) of any kind arising out of or relating to such transactions.
If you are a California resident, you waive California Civil Code Section 1542 which provides:
A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her would have materially affected his or her settlement with the debtor or released party.
If you are not a California resident, you waive your rights under any statute, at common law, at civil law or in equity similar in principle to California Civil Code Section 1542 that relates to or governs your right to waive unknown claims in your jurisdiction.
The Services and materials available on the Services may be subject to export and import laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not permit any access or use the Services or materials available on the Services in or from a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan, and Syria) or in violation of any export or import law or regulation of any jurisdiction.
Occasionally, we may modify these Terms. We will post the most recent version of these Terms to our Services. If the changes are significant, we will send you a message or otherwise notify you. Modified Terms will become effective 30 days after we post them or otherwise send you a notice. If you do not agree to the Terms, or any amendment of them, you may cancel your account or to stop accessing or using the Services.
Entire Agreement. These Terms constitute the entire agreement between you and Wheelhouse and governs your use of the Services, superseding any prior version of these Terms between you and Wheelhouse with respect to the Services.
Additional Terms. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Wheelhouse rendered services.
Choice of Law and Forum. You and Wheelhouse each agree that these Terms and the relationship between you and Wheelhouse shall be exclusively governed by the substantive laws of the State of California without regard to its conflict of law provisions and that, except as set forth in the Dispute Resolution section below, any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to these Terms, or the relationship between us, shall be brought exclusively in the courts located in San Francisco County California or the United States District Court for the Northern District of California. You and Wheelhouse agree to submit to the personal jurisdiction of the courts located within San Francisco County or the Northern District of California, San Francisco Division, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts, to venue in such courts and waive all claims of inconvenient forum.
Dispute Resolution. Except in the event that we seek a provisional remedy related to claims of misappropriation or ownership of intellectual property, trade secrets, or confidential information, any and all disputes, claims or controversies arising out of or relating to these Terms must be submitted to JAMS for mediation before arbitration or any other form of legal relief may be instituted.
Mediation may be commenced by a party providing JAMS a written request for mediation setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS in selecting a single mediator and scheduling a mediation, which should take place within 45 days following a request for mediation. The parties agree that they will participate in the mediation in good faith and share equally in its costs. The mediation will take place in San Francisco, California.
If for any reason a claim proceeds in court rather than in arbitration, each of us waives any right to a jury trial and agree to proceed only on an individual basis and not in a class, consolidated, or representative action. The parties hereby appoint the arbitrator the exclusive power to rule on any challenges to the requirement for the use of alternative dispute resolution in these Terms.
Except as explicitly provided in these Terms, all claims you bring against us must be resolved in accordance with this Dispute Resolution section. Any claim filed or brought contrary to this Dispute Resolution section will be considered improperly filed. Should you file a claim contrary to this section, we may recover from you attorneys' fees and costs up to $1500 per claim, provided that we first have notified you in writing of the improperly filed claim and you have failed to promptly withdraw the claim.
Waiver and Severability of Terms. The failure of Wheelhouse to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.
Severability. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
No Right of Survivorship and Non-Transferability. You agree that your Wheelhouse Account is non-transferable and any rights to your Wheelhouse Account or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Section Titles. The section titles in these Terms are for convenience only and have no legal or contractual effect.
Assignment. Wheelhouse may freely assign these Terms and all of the policies and other documents incorporated or referenced in it (including all rights, licenses, and obligations under it or them), in whole or in part and without notice.
If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at email@example.com, One Embarcadero Center, Unit 26859, San Francisco, CA 94126.