SetVenue Terms of Service

Last updated: 2026-05-26 Effective date: [EFFECTIVE DATE] Version: v5.1-FINAL · V7.3.5 ultra-audit polish 2026-05-26 (V7.1 fixes applied: Stripe-fee SB 478 hardening, Damage Hold multi-touch notice + extension right, severability consolidation; V7.3.2 fixes applied per 34-finding ToS audit dated 2026-05-26; V7.3.3 Sage-confirm pass 2026-05-26: all TODO Sage-review markers resolved with Joshua's recommendations and CAUTION blocks for Sage's confirm-or-redline review; V7.3.4 re-audit polish: discretion-hardening cross-doc fixes per AUP F32 pull-back; V7.3.5 ultra-audit polish: §6.1 photo-authenticity, §3/§4 discretion, §9.2 Damage Hold, §9.6 cap-addendum-drop) Companion references: V5 Drafting Commentary, V5 Case Law Appendix, V5 Statutory Appendix, V5 Defined Terms Registry, V5 Conflicts & Hierarchy Matrix, V5 State-Specific Addenda, V7.1 Fixes Memo, V7.3.2 Audit-Fix Log (audit/01-fixes-applied.md)

Plain-English Summary

SetVenue is an online marketplace that connects Hosts (people who own properties) with Guests (people who want to use those properties for film shoots, photo shoots, events, and similar professional activities) for short blocks of time. SetVenue is not a real-estate broker, a property manager, an insurer, a guarantor of any payment or outcome, or a party to any Booking. We provide the software and the workflow; the underlying agreement is between the Host and the Guest.

You must be at least 18 years old, legally able to sign contracts, and located in the United States. You must not be on a sanctions list or in a sanctioned jurisdiction. You must not have been suspended from the Platform.

We charge transactional fees only — no monthly subscription. SetVenue's revenue comes entirely from a Guest Service Fee added to the Guest's checkout total; Hosts always keep 100% of their listed rate (no Host Commission deducted). Three rates apply: Standard (10% added at checkout), Founding Host (8%, available on Listings approved within the first fifty (50) Listings on the Platform and for 24 months from each such Listing's approval date), and Verified Corporate (6%, when (i) the Listing opts into Corporate use and the Guest completes server-side corporate verification, OR (ii) the Booking total at confirmation is at least $5,000 USD). The Stripe payment-processing fee is the only non-refundable component when a Booking is cancelled. The all-in mandatory price you see at first display is the all-in mandatory price — California Honest-Pricing-Law (SB 478) compliant.

The Damage Hold workflow is opt-in by Hosts. No money ever leaves a Guest's payment method without that Guest clicking "Accept" on a specific damage request. If the Guest does nothing, the hold releases. There is a hard $25,000 platform-wide ceiling per Booking. The Damage Hold is not a loan, not credit, and is not subject to the Truth in Lending Act.

If you have a dispute with SetVenue, most claims are resolved by individual binding arbitration. You retain non-waivable rights — including claims of sexual assault or sexual harassment, claims for public injunctive relief, and statutory rights that cannot be contracted away.

This summary is provided for convenience only. The numbered sections below are the operative legal text and control in any conflict.

1. Introduction & Acceptance

Welcome to SetVenue. These Terms of Service ("Terms") form a binding legal agreement between you and Set Venue LLC ("SetVenue," "we," "us," or "our"), the operator of the SetVenue website, mobile interfaces, APIs, and related services (collectively, the "Platform"). The Platform is an online marketplace that connects property owners ("Hosts") with renters ("Guests") for short-term commercial use of properties as locations for film productions, television, photography, commercials, music videos, events, and similar professional activities ("Bookings").

By creating an account, accessing the Platform, browsing Listings, listing a property, requesting a Booking, completing a Booking, or otherwise using any feature of the Platform, you confirm that you have read, understood, and agreed to be bound by these Terms and by any policy referenced or incorporated below. If you do not agree to these Terms, do not use the Platform.

Click-to-accept. Where the Platform requires you to indicate your acceptance — for example, during account registration, when listing a property, when submitting a Booking request, or when responding to a Damage Charge Request — you must affirmatively click, tap, check, or otherwise interact with the designated control. All click-to-accept controls are unchecked by default; no acceptance is recorded except by your affirmative action. SetVenue logs each acceptance with timestamp, IP address, user-agent, and the version identifier of the document accepted (see V5 Drafting Commentary, ToS § 1; cf. Meyer v. Uber Techs., Inc., 868 F.3d 66 (2d Cir. 2017); Berman v. Freedom Fin. Network, LLC, 30 F.4th 849 (9th Cir. 2022); Specht v. Netscape Commc'ns Corp., 306 F.3d 17 (2d Cir. 2002)). Changes to these Terms are governed by §20, including the 30-day advance notice and affirmative re-acceptance requirements for material changes.

Right to opt out of arbitration. You have a right to opt out of the arbitration agreement and class-action waiver in §19 within thirty (30) days of your first acceptance of these Terms. See §19.0 for the opt-out procedure.

Downloadable copy. A downloadable PDF copy of these Terms is available at /legal/terms.pdf for your records.

Not a substitute for legal advice. These Terms are a contract between you and SetVenue. They are not legal advice. If you are unsure about your rights, obligations, or risk exposure, consult an attorney before agreeing.

Incorporated policies. The following policies are incorporated by reference and form part of these Terms:

• Privacy Policy (/legal/privacy)
• Cookie Policy (/legal/cookies)
• Guest Agreement (/legal/guest-agreement)
• Property Owner Agreement (/legal/owner-agreement)
• Cancellation Policy (/legal/cancellation)
• Dispute Resolution Policy (/legal/disputes)
• Acceptable Use Policy (/legal/acceptable-use)
• DMCA Policy (/legal/dmca)
• Adult Production Policy (/legal/adult-production-policy)

Order of precedence. In the event of a conflict between these Terms and an incorporated policy, these Terms control unless an incorporated policy expressly states otherwise. The Cancellation Policy controls on cancellation-specific questions per §10. The Dispute Resolution Policy controls on Host-Guest dispute mechanics per §11. The Privacy Policy controls on personal-information handling. The Adult Production Policy controls on adult-content opt-in and production-specific compliance. The DMCA Policy controls on copyright takedown notice and counter-notice mechanics. The Acceptable Use Policy controls on prohibited content and prohibited activities. The Guest Agreement and Property Owner Agreement control on Guest-specific and Host-specific obligations respectively, in each case as to the User to whom the agreement is addressed. The Cookie Policy controls on cookie-specific disclosures.

2. Definitions

The following capitalized terms have the meanings given below wherever they appear in these Terms:

• Account. A user profile registered with SetVenue, including login credentials, contact details, and (where applicable) payment or payout information.
• Booking. A reservation for short-term commercial use of a Listing, agreed between a Host and a Guest through the Platform, including the agreed dates, hours, crew size, content type, and price.
• Booking Total. The total amount the Guest agrees to pay for a Booking at checkout, inclusive of the Host's listed rate, any Cleaning Fee, the Guest Service Fee, and any other line item disclosed in the Booking summary, before any post-Booking adjustments under §9.
• Cleaning Fee. A separate fixed amount the Host may charge per Booking for routine post-Booking cleaning, distinct from a Damage Charge.
• Connected Account. The Stripe Express account that a Host creates and links to SetVenue in order to receive Booking payouts. The Connected Account is governed by Stripe's terms in addition to these Terms.
• Consumer. A User who is a natural person acting primarily for personal, family, or household purposes within the meaning of California Civil Code § 1761(d), or otherwise a User who is not an entity or a natural person engaging the Platform primarily for commercial purposes. Where these Terms use "consumer" in lowercase, the term has its ordinary meaning and does not invoke this definition.
• Damage Charge Request. A post-Booking request initiated by a Host through the Platform for an additional charge on the Guest's saved payment method to cover documented property damage or excess cleaning.
• Damage Hold. A pre-authorization or off-session payment instrument retained against the Guest's stored payment method to facilitate a possible Damage Charge Request. A Damage Hold is not a deposit, not a loan, not credit, not a guarantee, and not subject to the Truth in Lending Act (15 U.S.C. § 1601 et seq.), and expires to release unless the Guest affirmatively accepts a Damage Charge Request as set out in §9.
• Guest. A user who books or seeks to book a Listing through the Platform, including individuals, sole proprietors, production companies, agencies, and event organizers.
• Guest Service Fee. The fee SetVenue charges the Guest at checkout, in addition to the Host's listed price, in the amounts set out in §8.3.
• Host. A user who lists a property through the Platform for short-term commercial use, including individual property owners, owners' authorized representatives, and entities holding the right to grant access for commercial use.
• Host Commission. No Host Commission is charged in v1. SetVenue's revenue comes entirely from the Guest Service Fee. The defined term is retained as a placeholder so that any future tier referencing a Host Commission can introduce one cleanly (subject to written notice to Hosts and a forward-only effective date); as of these Terms the applicable Host Commission rate is zero percent (0%) in all cases.
• Host Rules. The terms, restrictions, house rules, insurance minimums, certificate-of-insurance ("COI") requirements, and conduct expectations the Host posts on a Listing or otherwise communicates to the Guest in writing through the Platform, all of which form part of the Booking.
• Listing. A property and the related description, photographs, pricing, availability, Host Rules, content-type opt-ins, and other information published by a Host on the Platform.
• Off-Platform Booking. Any booking, license, or use of a Listing by a Guest that occurs outside the Platform between a Host and a Guest first introduced through the Platform. See §12.
• Party / Parties. You and SetVenue, individually or collectively, as the context requires; in the context of a dispute under §19, the disputing User and SetVenue. Where these Terms use "party" or "parties" in lowercase, the term has its ordinary meaning and does not invoke this definition unless context plainly so requires.
• Platform Fees. The Guest Service Fee (and any Host Commission, when applicable; currently 0% in all cases — see Host Commission definition). See §8.3.
• Stripe Processing Fee. The payment-processing fee charged by Stripe on the Guest's original transaction. Stripe does not refund processing fees on cancellation.
• User. Any natural person or legal entity that accesses or uses the Platform, including Hosts and Guests.

Other capitalized terms are defined where they first appear.

3. Eligibility

To use the Platform, you must:

1. Be at least 18 years of age and have the legal capacity to enter into binding contracts in your jurisdiction;
2. Be a resident of, or a legal entity formed in, the United States. (At launch, the Platform serves the Los Angeles, New York, and Chicago metro areas. We may add or remove markets in our sole and reasonable discretion.);
3. Not be barred from receiving services under applicable U.S. law, including U.S. export controls, sanctions, or anti-money-laundering rules;
4. Not have previously been suspended or removed from the Platform.

Sanctions and export-control representation. You represent and warrant that you are not (a) named on the U.S. Treasury OFAC Specially Designated Nationals (SDN) list, the Sectoral Sanctions Identifications list, the EU consolidated sanctions list, the UK consolidated sanctions list, or any equivalent list maintained by a competent governmental authority; (b) located in or organized under the laws of a comprehensively sanctioned jurisdiction (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); or (c) otherwise prohibited from receiving U.S. goods, services, or technology under applicable export-control laws (including the EAR and ITAR). SetVenue may screen Users and transactions and may suspend or terminate Accounts where sanctions concerns arise.

Age representation. You represent that you are at least eighteen (18) years of age. You agree to indemnify SetVenue and any affected Host or Guest for any claim arising from a misrepresentation of your age.

Entity-principal binding rule. If you accept these Terms on behalf of an entity (for example, a production company, agency, or LLC that owns a property), you represent that you have authority to bind that entity, and "you" refers to both you personally and the entity. The individual accepting these Terms on behalf of an entity is personally a guarantor of (i) the entity's finder's-fee obligations under §12 and (ii) the entity's indemnification obligations under §18 to the extent those §18 obligations arise from a misrepresentation by the individual accepting these Terms (including a misrepresentation of authority, of age, of identity, or of authority to authorize commercial use of the property). The personal guaranty does not extend to any other obligation of the entity under these Terms. SetVenue is not bound by any later assertion that a different entity (parent, affiliate, subsidiary, successor, or alter ego) is the actual principal absent SetVenue's prior written acknowledgment; nothing in this paragraph waives SetVenue's right to pursue alter-ego or veil-piercing remedies under applicable law for obligations outside the scope of the personal guaranty in this paragraph.

4. Account Registration

You must register an Account to list a property, request a Booking, or complete a Booking.

• Accuracy. You must provide accurate, current, and complete information at registration and keep it up to date. This includes legal name, email, phone number, and (for Hosts) payout information and tax information required by Stripe.
• Security. You are responsible for safeguarding your password and for any activity that occurs under your Account. Notify us promptly at support@setvenue.com if you suspect unauthorized access.
• One Account per User. Each natural person may maintain a single individual Account, and each entity may maintain a single entity Account. Operating multiple Accounts to evade suspensions, manipulate ratings, circumvent Platform Fees, or work around the non-circumvention provisions in §12 is prohibited and may result in termination.
• Verification. We may, in our sole and reasonable discretion, require identity verification, business documentation, or proof of authority to list a property as a condition of using the Platform. We may decline to verify any User and may delay or refuse Bookings pending verification. Verification by SetVenue, by Stripe, or by any third-party verification provider is not an endorsement of the User, is not a background check, is not a representation of fitness or character, and creates no warranty or guarantee that the User will perform or behave lawfully or as represented.

5. Role of SetVenue

SetVenue is an operations platform and marketplace facilitator. This section is the load-bearing posture of these Terms. Read it carefully.

5.1 What SetVenue is

SetVenue provides software and operational tooling that lets Hosts list properties for short-term commercial use, lets Guests discover and book those properties, and facilitates the workflow between the two parties — including communications, agreement to Host Rules, payment routing, optional Damage Hold facilitation, and recordkeeping.

5.2 What SetVenue is not

SetVenue is not:

• A real estate broker, real estate agent, property manager, or landlord;
• A venue operator, location scout, location manager, production company, or content producer;
• A party to any Booking or to any agreement between a Host and a Guest;
• An insurer or guarantor of any property, person, Booking, payment, or outcome;
• A money transmitter, money services business, custodian of customer funds, or financial intermediary (payments are routed through Stripe to the Host's Connected Account on a destination-charge model — see §8);
• A producer, primary producer, or secondary producer of any content created at any property listed on the Platform;
• A joint venturer, agent, employer, principal, or fiduciary of any Host or Guest;
• A "place of public accommodation" in its own right within the meaning of the ADA or state public-accommodation statutes (the Platform's web-based services are subject to ADA Title III accessibility commitments under §5.6; physical accessibility of any Listing is the Host's responsibility).

SetVenue is not a "real estate broker," "real estate salesperson," or "property manager" as those terms are defined under California Business & Professions Code § 10131 et seq. or under any other state's real-estate or property-management licensing law. SetVenue does not negotiate sales, leases, or transfers of any real-property interest. Bookings are short-term licenses to use property for commercial purposes — not tenancies, leases, or estates in real property — formed directly between Hosts and Guests.

5.3 No platform-backed guarantee

SetVenue does not provide, underwrite, or back any property damage guarantee, host protection program, or guest reimbursement program. SetVenue does not insure Hosts against damage caused by Guests, and SetVenue does not insure Guests against losses arising from a Booking. Hosts are responsible for carrying their own insurance covering commercial use of their property, and Guests are required to carry production insurance meeting the minimums set on each Listing. Where the Platform offers a Damage Hold or Damage Charge Request feature, that feature is a facilitation workflow between the Host and the Guest — not a payment by SetVenue and not a SetVenue-backed promise of recovery. See §9.

5.4 No fiduciary, agency, partnership, or joint-enterprise relationship

Nothing in these Terms creates an agency, partnership, joint venture, joint enterprise, employment, fiduciary, or franchise relationship between SetVenue and any User, between Users, or otherwise. SetVenue does not act on behalf of any User and is not authorized to bind any User except as expressly set out in these Terms. SetVenue's role as "merchant of record" for payment-card-network purposes under §8.2 is a payment-processing classification only and does not create a joint enterprise, partnership, or principal-agent relationship between SetVenue and any Host or Guest for any other purpose.

5.5 No endorsement; no background check

The presence of a Listing on the Platform is not an endorsement by SetVenue of the Listing, the Host, the property's condition, the Host's insurance, the Host's representations, or the Host's compliance with applicable law. Likewise, the acceptance of a Booking request is not an endorsement of the Guest, the production, the content, or the Guest's compliance with applicable law. SetVenue does not perform criminal background checks, civil-litigation searches, sex-offender-registry searches, or credit checks on any User. SetVenue does not guarantee the truth of any information any User provides during registration or verification. Any identity-verification step (whether by SetVenue, Stripe, or a third party) is a fraud-screening signal only — not an endorsement, not a background check, and not a representation of fitness or character.

5.6 Operational support

SetVenue may, in its sole and reasonable discretion and as a service to its Users, offer optional operational tools — including inspection-photo workflows, Host Rule templates, content-type opt-in controls, fraud-screening signals, mediation between Users (per the Dispute Resolution Policy), and Damage Charge facilitation. These tools are provided "as is" and do not change SetVenue's role under §5.1–§5.5. SetVenue makes no representation or warranty that any specific moderation, screening, takedown, or facilitation action will be taken in any specific case, and undertakes no duty to monitor, investigate, or act on any third-party report. Any such action SetVenue elects to take is discretionary and does not create any duty of care to any User or third party in respect of subsequent or unrelated User content or conduct.

SetVenue is committed to working toward conformance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA for the Platform itself. Physical accessibility of any Listing is the Host's responsibility (see §6.1).

5.7 Section 230 reservation; product-liability disclaimer

With respect to information provided by another User and made available through the Platform, SetVenue is a publisher and distributor within the meaning of 47 U.S.C. § 230(c)(1) and reserves all immunities and defenses available under that section. Nothing in these Terms waives any defense available to SetVenue under § 230, federal copyright law, or any other applicable immunity.

Product-design and feature-set disclaimer. The Platform's design, features, ranking algorithms, search functionality, recommendation surfaces, messaging system, notification cadence, and similar product choices reflect industry-standard practice for online marketplaces. SetVenue makes no representation that the Platform's product design eliminates the risk of misuse by any User, and SetVenue is not liable for harm caused by a User's misuse of the Platform's features. To the maximum extent permitted by applicable law, no User may bring a product-liability, design-defect, failure-to-warn, or analogous theory against SetVenue based on the Platform's feature design where § 230 would otherwise apply to the underlying User content (cf. Lemmon v. Snap, Inc., 995 F.3d 1085 (9th Cir. 2021); Barnes v. Yahoo!, Inc., 570 F.3d 1096 (9th Cir. 2009); Doe v. Internet Brands, Inc., 824 F.3d 846 (9th Cir. 2016); see V5 Drafting Commentary, ToS § 5.7).

6. Listings (Hosts)

6.1 Authority and accuracy

By publishing a Listing, the Host represents and warrants that:

1. The Host owns the property, or holds documented authority from the owner to list the property for short-term commercial use, including for the content types selected on the Listing;
2. The Listing description, photos, dimensions, capacity, included amenities, parking representations, and Host Rules are accurate and not misleading;
3. The Host has obtained any HOA, condominium-board, building-management, mortgagee, lessor, or other consents required to list the property and host commercial activity;
4. The Host complies with all applicable laws and ordinances governing short-term commercial use of the property, including zoning, permits, occupancy, fire, noise, and short-term rental regulations.
5. The Listing accurately describes the property's physical accessibility features, including entrance steps or ramps, hallway and doorway widths, restroom accessibility, and parking, in sufficient detail for Guests with mobility, sensory, or other accessibility needs to assess fitness for purpose.
6. All Listing photographs were either (a) taken by the Host, (b) taken by an agent of the Host with documented written assignment of copyright to the Host, or (c) licensed to the Host for Platform use under a written agreement; and the Host warrants that each Listing photograph complies with the foregoing photo-authenticity requirements.

6.2 No discrimination

Hosts may not unlawfully discriminate against Guests on the basis of race, color, religion, national origin, sex, gender identity, sexual orientation, marital status, familial status, disability, age, source of income, or any other class protected under applicable federal, state, or local law. Hosts may decline Bookings based on legitimate, non-discriminatory factors — for example, a content-type opt-out, a crew-size cap, an insurance minimum, or a calendar conflict. See the Acceptable Use Policy § 2.2 and Property Owner Agreement § 4.3 for the full enumerated list of applicable anti-discrimination statutes (California Unruh Civil Rights Act, California Disabled Persons Act, New York State and NYC Human Rights Laws, Illinois Human Rights Act, Title II of the Civil Rights Act of 1964, 42 U.S.C. § 2000a et seq., Americans with Disabilities Act Title III, and any other federal anti-discrimination statute that may apply by operation of state public-accommodation law).

Pattern review. SetVenue may, in its sole and reasonable discretion, undertake compliance reviews of aggregate decline-rate patterns when reported patterns or aggregated data suggest unlawful discrimination, but does not undertake to monitor for or detect patterns of discrimination across the Platform and has no duty to do so. Where SetVenue elects to conduct such review and concludes that a Host's pattern violates non-discrimination obligations, SetVenue may take enforcement action under §15.2. SetVenue does not certify any Host's decline pattern as lawful, and any such analysis is for SetVenue's internal compliance review only. The exercise of compliance-review discretion in any specific case does not create a duty to undertake review in any other case. See Fair Housing Council v. Roommates.com, LLC, 521 F.3d 1157 (9th Cir. 2008).

6.3 Content-type opt-ins

Hosts select which production types they are willing to accept on each Listing. The Adult Production Policy (/legal/adult-production-policy) governs adult-content opt-ins specifically. Hosts may update content-type preferences at any time; changes apply to future Bookings only.

6.4 Photo and content license

Hosts grant SetVenue a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, modify (for formatting), display, publicly perform, and distribute the photos, videos, descriptions, and other content the Host uploads to the Platform, solely for the purpose of operating, marketing, and improving the Platform and the Host's own Listing. The Host retains ownership of all content. The license survives Listing removal only to the extent reasonably necessary for caches, audit logs, and dispute records, and is otherwise terminated. This §6.4 is the Host-specific application of the general User-content license in §14.2; in case of any conflict between this §6.4 and §14.2, this §6.4 controls as to Host content uploaded as part of a Listing.

AI/ML carve-out. The license in this §6.4 does not authorize SetVenue to (a) use User content as training data for any third-party generative artificial-intelligence model (including any large language model, diffusion model, video-generation model, voice-cloning model, or analogous generative system) or (b) license, sell, or otherwise transfer User content to any third party for the purpose of generative-AI training. For the avoidance of doubt:

• "Generative AI training" means use of User content as part of the training corpus or fine-tuning data for a model whose function is to generate new text, image, audio, or video content.
• "Internal product improvement" — which is permitted — means use of de-identified, aggregated User content in classification, ranking, search-relevance, fraud-detection, content-moderation, listing-quality-scoring, and similar non-generative machine-learning systems operated by or for SetVenue, where the outputs of those systems are not exposed as generative content to any User or third party.
• The two categories are mutually exclusive; if any use of User content would also support generative-AI training, SetVenue will obtain separate, opt-in consent before that use occurs.

Platform-commissioned media. Where SetVenue (or a photographer commissioned by SetVenue) creates promotional or marketing photographs, videos, or other media at a Listing under a separate written engagement, SetVenue owns those works and may use them for any lawful purpose, subject to the Host's privacy rights and any restrictions in the engagement letter.

6.5 Content moderation

SetVenue may, in its sole and reasonable discretion and without prior notice, remove, edit, restrict visibility of, or refuse to publish any Listing or User content that we believe (a) violates these Terms or any incorporated policy, (b) is illegal or infringes third-party rights, (c) creates risk of harm to Users or to the Platform, or (d) is materially inaccurate or misleading. SetVenue is not obligated to monitor content, undertakes no duty to investigate any specific report, and the exercise (or non-exercise) of moderation discretion in any specific case does not create a duty to monitor, investigate, or act on any other content. See Barnes v. Yahoo!, 570 F.3d 1096 (9th Cir. 2009).

7. Bookings (Guests)

7.1 Booking flow

A Booking is formed when (a) the Guest submits a Booking request through the Platform, (b) the Host accepts the request through the Platform (or the Listing is configured for instant-book and the Guest meets the Listing's instant-book criteria), and (c) the Guest's payment is authorized in accordance with §8. Until all three conditions are met, no Booking exists.

7.2 Agreement to Host Rules

By submitting a Booking request, the Guest agrees to comply with the Host Rules posted on the Listing and any additional written rules communicated through the Platform before the Booking is confirmed. The Host Rules form part of the Booking and are enforceable against the Guest. Conflicts between Host Rules and these Terms are resolved in favor of these Terms.

7.3 Insurance and COI

Productions, regardless of content type, must carry valid production insurance meeting the minimums set on the Listing, and must produce a COI naming the Host (and any other parties the Host designates) as additional insured before the Booking date. Hosts may require additional coverage; Listing requirements control. Failure to produce a compliant COI by the deadline set on the Listing is grounds for the Host to cancel the Booking, subject to the Cancellation Policy.

7.4 Accuracy and crew

The Guest must accurately describe the production, crew size, equipment, content type, and intended use of the property in the Booking request. Exceeding the agreed crew size, bringing unregistered guests, exceeding agreed hours without prior approval, or producing content materially different from what was disclosed is a breach of these Terms and may result in account suspension, forfeiture of any Damage Hold (subject to §9), and Host claims under the Dispute Resolution Policy.

7.5 Compliance with law

The Guest is solely responsible for ensuring that the production complies with all applicable federal, state, and local laws, including permitting, noise ordinances, traffic and parking rules, health and safety, labor and minor-on-set rules, content-specific regulations, 18 U.S.C. § 2257 where applicable, and any local film-permit requirements. The permit guides SetVenue may publish for select cities are informational only and do not constitute legal advice.

Guests are independently responsible for obtaining all permits required for the production or event, including filming permits, parking permits, fire-and-safety permits, neighborhood-notification documents, and any release forms required for participants.

8. Payment & Fees

8.1 Stripe; Connected Account

SetVenue uses Stripe (Stripe, Inc. and its affiliates) to process all payments and payouts on the Platform. Hosts are required to onboard a Stripe Express Connected Account in order to receive payouts. Hosts agree to Stripe's Connected Account Agreement and to the Stripe Services Agreement as a condition of receiving payouts. Guests' payment methods are stored on Stripe's infrastructure subject to Stripe's terms.

Payment processing, including Stripe's risk-management decisions affecting payout timing or availability, is governed by Stripe's Terms. SetVenue is not liable for delays, freezes, denials, or reversals of payout that result from Stripe's exercise of risk-management discretion or compliance obligations. By onboarding a Connected Account, Hosts accept the Stripe Connected Account Agreement and the Stripe Services Agreement directly with Stripe.

Host's direct contract with Stripe. The Host's relationship with Stripe is direct. SetVenue is not a party to the Stripe Connected Account Agreement or the Stripe Services Agreement, does not control Stripe's risk decisions, and is not authorized to negotiate, modify, or waive Stripe's terms on behalf of any Host.

8.2 Destination charges; money-transmitter posture

Booking payments are processed using Stripe's destination-charge model. The Guest's payment is collected by Stripe on the Platform and routed to the Host's Connected Account. In v1, no Host Commission is deducted from the routed amount; the Host receives 100% of the listed rate. SetVenue's revenue is funded by the Guest Service Fee added to the Guest's checkout total under §8.3, and Stripe processing fees are borne by SetVenue under §8.5. SetVenue does not custody Booking funds, does not "transmit money" within the meaning of any state money-transmitter law, and does not hold customer funds in trust beyond the brief technical settlement window required by Stripe's payment infrastructure. Stripe is the regulated money-services-business and licensed money transmitter; SetVenue's relationship to fund flow is limited to providing instructions to Stripe through Stripe's API.

For each Booking, the Host is the merchant of record with respect to the underlying license to use the property. SetVenue acts as a limited payment-collection agent on the Host's behalf solely to facilitate routing of the payment through Stripe in accordance with the destination-charge model. This payment-collection-agent classification is for payment-card-network and tax-reporting purposes only and does not create any general agency, partnership, or joint-enterprise relationship between SetVenue and the Host. See §5.4. (See FFIEC and FinCEN guidance on marketplace-facilitator payment processing; cf. Cal. Fin. Code § 2030(b) (distinguishing payment processors from money transmitters); V5 Drafting Commentary, ToS § 8.2.)

8.3 Platform Fees — Guest Service Fee structure

SetVenue charges a Guest Service Fee added to the Guest's checkout total per Booking. Hosts retain 100% of their listed rate; no Host Commission is deducted from the Host's payout. The applicable Guest Service Fee is set by tier:

Tier priority. When multiple tiers could apply to a single Booking, the lowest Guest Service Fee wins. A Verified Corporate Guest booking a Founding Host's Listing pays 6%, not 8%. A non-Verified Guest booking a Founding Host's Listing pays 8%, not 10%. A Booking with total ≥ $5,000 USD automatically qualifies for the Verified Corporate 6% rate regardless of Listing opt-in or Guest verification (the "$5,000-auto-trigger"), with the Listing's Founding Host status preserved for that Host's other Bookings.

The applicable Guest Service Fee is disclosed on each Booking summary at checkout. The Guest Service Fee compensates SetVenue for marketplace operation, listing exposure, payment routing, fraud screening, customer support, and the optional facilitation workflows described elsewhere in these Terms. SetVenue may modify the corporate-verification mechanism prospectively; any change applies only to Bookings confirmed after the change.

Refund treatment. On a Booking cancellation, the Guest Service Fee refunds in the same proportion as the host-rate refund under the Cancellation Policy: 100% refund returns the full Guest Service Fee; 50% refund returns 50%; 0% refund returns nothing. The Stripe Processing Fee is the only non-refundable component in any cancellation scenario. See the Cancellation Policy at /legal/cancellation for the full refund mechanics, including which party bears the Stripe Processing Fee in each scenario.

Honest-pricing display — Cal. Civ. Code § 1770(a)(29) (SB 478). The Booking Total displayed on a Listing's pricing display — including search-results tiles, Listing detail pages, the property-detail page, and any other surface where price is displayed before checkout — includes the Guest Service Fee and any mandatory Cleaning Fee that the Host has set. The Damage Hold authorization amount, where applicable, is not a "mandatory fee" within the meaning of § 1770(a)(29) because it is a contingent pre-authorization that releases automatically and is captured only on the Guest's affirmative Accept under §9.3; the Damage Hold amount is nonetheless disclosed at checkout.

Excluded fees under SB 478 safe-harbor. The following fees are excluded from the Disclosed-at-First-Display Total under the safe-harbor exemption at Cal. Civ. Code § 1770(a)(29)(B):

1. Government-imposed taxes (e.g., transient occupancy tax, sales tax, hotel-tax, value-added tax) — excluded per § 1770(a)(29)(B)(i).
2. Shipping or delivery charges (N/A for SetVenue but recital preserved) — excluded per § 1770(a)(29)(B)(i).
3. The Stripe Processing Fee, where it may be deducted from a refund pursuant to Cancellation Policy § 7.4, is not a mandatory fee within the meaning of § 1770(a)(29) because (a) SetVenue absorbs the Stripe Processing Fee on the original Booking transaction and the Guest does not pay this fee on a completed Booking; (b) the fee is realized only on the limited subset of cancellation scenarios where Stripe declines to refund its own processing fee under Stripe's network rules; (c) the fee is set by Stripe (a third-party payment processor) and is not within SetVenue's control to set, retain, or eliminate; (d) the fee amount varies based on the Guest's selected payment method (card, ACH, etc.) and is not knowable at the first-display stage; and (e) the fee is disclosed in both (i) the checkout flow before payment is authorized and (ii) the cancellation-confirmation flow before the Guest confirms cancellation. The Stripe Processing Fee is treated analogously to a third-party payment-network charge that is not within SetVenue's pricing structure.

8.4 Minimum Booking Total

The minimum Booking Total accepted on the Platform is forty-nine US dollars ($49). Hosts may not list, and Guests may not book, at totals below the minimum. This minimum is per-Booking; it is not a per-hour minimum. A Booking Total of less than $49 cannot be created on the Platform.

8.5 Stripe processing fees

SetVenue absorbs Stripe processing fees on standard card payments such that the Host's payout equals the Host's listed rate for the booked period (no Host Commission deducted in v1). The Guest does not pay any Stripe Processing Fee on a completed Booking transaction. SetVenue may pass through unusual processing costs (international cards, currency conversion, chargeback fees, exotic payment methods) where disclosed at checkout or in the Property Owner Agreement.

Third-party payment-processor cost; not a SetVenue fee. The Stripe Processing Fee is a charge set by Stripe, Inc. and its payment-network partners (Visa, Mastercard, American Express, Discover, ACH networks) for processing the payment instrument the Guest selects. SetVenue does not set, retain, or benefit from the Stripe Processing Fee. SetVenue is not a "merchant of record" or fee-setting party with respect to the Stripe Processing Fee.

Refund-scenario disclosure. Where a cancellation occurs and Stripe does not refund its processing fee to SetVenue or to the Host under Stripe's network rules (see Cancellation Policy § 7.4 for the per-scenario allocation), the affected Stripe Processing Fee is deducted from the refund issued to the affected party and is disclosed (a) at the checkout step where the payment method is selected and the Stripe Processing Fee for that method is computed, (b) on the cancellation-initiation page before the User confirms the cancellation request, and (c) on the cancellation-confirmation page after processing. The Stripe Processing Fee is also disclosed in the refund-issued email confirmation.

8.6 No subscription fees (launch period); no auto-renewing charges

For at least twelve (12) months following the public launch of the Platform — measured from the Platform's launch date as published in SetVenue's launch announcement — SetVenue will not charge Hosts subscription fees, listing fees, or recurring access fees. Pricing is transactional only during this period: Hosts pay no fee per Booking in v1 (Host Commission is 0%); SetVenue's revenue comes entirely from the Guest Service Fee added to the Guest's checkout total. SetVenue may introduce optional paid promotion products (for example, featured-listing slots) during this period; those are opt-in purchases and are not required to maintain a Listing.

No auto-renewing subscriptions. As of the date of these Terms, SetVenue does not offer any automatically renewing subscription, continuous-service plan, or other product subject to the California Auto-Renewal Law (Cal. Bus. & Prof. Code § 17602 et seq.) or analogous statutes (including AB 390 / AB 2863). If SetVenue introduces an auto-renewing subscription product, that product will comply with applicable auto-renewal-law disclosure, consent, and cancellation-mechanism requirements, including clear-and-conspicuous offer terms, affirmative-consent acceptance, and an easy online cancellation mechanism.

8.7 Refunds

Refunds are issued in accordance with the Cancellation Policy. Where a refund is due, SetVenue facilitates the refund through Stripe. The host-rate portion of any refund is sourced from the Host's Connected Account; the Guest Service Fee portion is released by SetVenue from its own retained balance. SetVenue does not fund any amount beyond the Guest Service Fee component it has collected, except where the Cancellation Policy requires it or SetVenue elects to do so in connection with a force-majeure event or platform error.

8.8 Taxes

Each User is responsible for all taxes — including income, sales, occupancy, transient occupancy, and use taxes — arising from Bookings or from amounts received through the Platform, except where SetVenue has expressly assumed the collection and remittance obligation for a specific tax in a specific jurisdiction. Hosts must provide accurate tax information (Form W-9, etc.) to receive payouts. Tax forms (including Form 1099-K where applicable, on the post-OBBBA threshold of $20,000 in gross payments and 200 transactions per calendar year under 26 U.S.C. § 6050W) may be issued by Stripe or by SetVenue, depending on regulatory allocation; Hosts will be notified of the issuing party.

Marketplace-facilitator tax assumption. Where SetVenue elects, or is required by applicable law, to collect and remit a specific tax in a specific jurisdiction (e.g., as a "marketplace facilitator" under that jurisdiction's sales-tax or occupancy-tax statute), SetVenue will disclose the assumed tax in the Host's payout summary and on the Guest's checkout receipt. SetVenue's assumption of any specific tax does not extend to any other tax in any other jurisdiction. Hosts remain responsible for income, self-employment, and all other taxes not expressly assumed.

8.9 Chargebacks

If a Guest initiates a payment-card chargeback for a Booking, SetVenue may (a) participate in the chargeback dispute on its own behalf, (b) recover any chargeback amount, fee, or fine from the Host's payout balance or Connected Account, and (c) suspend the Guest's Account pending investigation. Hosts agree that chargebacks may result in payout reversal regardless of Booking completion status.

9. Damage Holds and Damage Charges

This section encodes the locked rules of the Facilitated Damage Workflow. No clause in this section may be waived by a Host or Guest through a Listing or by side agreement.

9.1 Optional, Host-initiated facilitation

SetVenue's Damage Hold and Damage Charge facilitation is an optional workflow offered to Hosts. SetVenue does not select claim outcomes, does not adjudicate damage, does not pay out damage proceeds from its own balance, and does not guarantee recovery on any claim. The workflow is operational tooling for the Host's claim against the Guest under the Booking; SetVenue's role is limited to running the technical and notification workflow.

9.2 Hold setup; not credit, not a loan

At the time of Booking checkout, the Guest may be asked to (a) authorize a pre-authorization on the payment card or (b) save a payment method for off-session use, in either case as a Damage Hold, in an amount disclosed at checkout. The Damage Hold is not a deposit, is not a loan, is not credit, is not subject to the Truth in Lending Act (15 U.S.C. § 1601 et seq.) or Regulation Z (12 C.F.R. Part 1026), and is not a "finance charge." The Damage Hold is a contingent payment-instrument authorization that releases unless the Guest affirmatively accepts a specific Damage Charge Request under §9.3. The Damage Hold is held against the Guest's stored payment method — not against SetVenue's balance or the Host's Connected Account. Funds settle to the Host's Connected Account only on a Guest's affirmative Accept under §9.3.

9.3 Affirmative-Accept gate

No amount of any Damage Hold may be captured, charged, debited, or otherwise routed to the Host without the Guest's affirmative, click-to-accept consent to a specific Damage Charge Request. The Damage Charge Request must (a) identify the alleged damage, (b) reference photographic, video, or other evidence, and (c) specify the dollar amount requested. The Guest must affirmatively click "Accept" (or the functional equivalent) in the Platform or via the magic-link interface notified to the Guest by email. Browsing the request, opening the email, or otherwise passively viewing it is not acceptance.

Contemporaneous-consent rule. Each Accept by the Guest authorizes only the specific Damage Charge Request to which it relates. No prior or subsequent Accept of any other document (including these Terms, the Booking confirmation, or any prior Damage Charge Request) authorizes a charge under a different Damage Charge Request. This contemporaneous-consent rule satisfies the Schnabel v. Trilegiant Corp., 697 F.3d 110, 124-26 (2d Cir. 2012) requirement of fresh consent for unrelated charges (see also V5 Drafting Commentary, ToS § 9.3; V5 Damage Hold Architecture Deep-Dive).

9.4 Expiry default = Release (never auto-capture)

If the dispute window for a Damage Charge Request expires without an affirmative Accept by the Guest, the default outcome is RELEASE of the Damage Hold to the Guest. The Platform will not auto-capture, will not auto-charge, will not interpret silence as consent, and will not reduce the Damage Hold release amount on account of non-response. This default is enforced at multiple layers of the Platform (capture-gate code, scheduled-job logic, runtime assertions) and may not be overridden by Host action, Guest action, side agreement, or SetVenue customer-support discretion.

9.5 Dispute window; capture-failure mechanics; multi-touch notice

The Guest's dispute window runs for seven (7) calendar days from the time the Damage Charge Request is delivered to the Guest's email of record on the Platform, unless a longer window is set out on the Listing and accepted by the Guest before Booking. SetVenue will not enforce a window shorter than seven (7) calendar days. During the dispute window the Guest may (a) Accept, (b) Decline (full dispute), or (c) take no action (which expires to Release per §9.4). If the Guest Declines, the Host may pursue the claim through the Dispute Resolution Policy or any independent legal remedy.

Multi-touch notice protocol. To ensure conspicuous notice satisfying the Berman v. Freedom Fin. Network, LLC, 30 F.4th 849, 856-58 (9th Cir. 2022) and Meyer v. Uber Techs., Inc., 868 F.3d 66, 75-80 (2d Cir. 2017) standards, SetVenue will deliver each Damage Charge Request through at least four (4) independent notice channels during the 7-day dispute window:

1. Initial email at the time of submission, with subject line "ACTION REQUIRED: Damage Charge Request — Response Required Within 7 Days," with the full request and link to the magic-link review page;
2. Reminder email forty-eight (48) hours after initial delivery;
3. Final reminder email twenty-four (24) hours before window expiry, with subject line "FINAL REMINDER: 24 Hours Remaining";
4. In-product banner displayed prominently on every page of the Platform for the User upon next login during the dispute window;
5. SMS notification (if the Guest has opted in to SMS at registration), at initial submission and twenty-four (24) hours before expiry.

The Damage Charge Request notice in each channel includes (a) the requested amount, (b) photographic and other evidence references, (c) the deadline for response with countdown timer, (d) clear identification of the Accept / Decline / no-action consequences, and (e) a clearly labeled link to the magic-link review page. The magic-link review page presents the Accept and Decline options with equal visual prominence, no pre-checked option, single-click action, and clear consequence text.

Accept revocation window. A Guest who has Accepted a Damage Charge Request may revoke that Accept within twenty-four (24) hours of the Accept timestamp, provided Stripe has not yet successfully captured the authorized amount. Revocation re-opens the dispute window to the unexpired portion of the original seven-day period (with a minimum of 48 hours remaining); the Host retains the right to pursue the claim through the Dispute Resolution Policy.

Guest's right to request extension. On or before the expiry of the original dispute window, the Guest may request a single seven (7)-day extension by submitting a written explanation through the Platform's Damage Charge Request review page. SetVenue will grant the extension unless the request is manifestly frivolous. The extension does not toll any statute of limitations and does not affect the 30-day outer cutoff in §9.6. The Host is notified of any granted extension.

Conspicuous-notice compliance recital. The Damage Charge Request notice protocol, the magic-link review page, and the Accept and Decline UI elements are designed to satisfy the conspicuous-notice standard articulated in Berman v. Freedom Fin. Network, LLC, 30 F.4th at 856-58, and Meyer v. Uber Techs., Inc., 868 F.3d at 75-80. SetVenue maintains operational records of each notice delivery and Guest interaction (or non-interaction) in the audit log under §9.8.

Capture-failure mechanics. Where a Guest's affirmative Accept is recorded but Stripe is unable to capture the authorized amount (for example, because the underlying payment instrument has been cancelled, expired, or has insufficient funds), SetVenue will (a) notify the Guest of the failed capture, (b) request that the Guest provide an alternative payment instrument within seven (7) calendar days, and (c) if no alternative is provided, treat the matter as a declined Charge Request and refer it to the Dispute Resolution Policy. The Guest's recorded Accept remains evidence of consent for purposes of any subsequent legal proceeding even if technical capture is not completed.

Card-network rules. Damage Holds and Damage Charge captures are subject to applicable Visa, Mastercard, American Express, and Discover network rules regarding authorization holds, delayed captures, and off-session payments. SetVenue, through Stripe, will comply with the applicable card-network rules in effect at the time of the relevant authorization or capture.

9.6 Caps

The amount requested in any Damage Charge Request may not exceed the lowest of (a) the Damage Hold amount disclosed at checkout, (b) any specific cap set on the Listing for the relevant damage category, (c) the maximum permitted under the Booking summary the Guest agreed to at checkout, and (d) a platform-wide absolute ceiling of twenty-five thousand US dollars (US$25,000) per Booking, regardless of any higher amount disclosed on the Listing. This ceiling is absolute and may not be lifted by Listing language, House Rule, side letter, or addendum. The Cleaning Fee surface follows the same Affirmative-Accept gate as damage where the Cleaning Fee is presented as a post-Booking adjustment beyond the Cleaning Fee disclosed and accepted at checkout. No Damage Charge Request may be submitted more than thirty (30) calendar days after the Booking's end date.

9.7 No SetVenue indemnity for damage

Nothing in this §9 commits SetVenue to pay any Host any amount in respect of property damage, lost income, missing items, or related claims. The Host's recovery is limited to amounts the Guest affirmatively accepts under §9.3 and amounts the Host independently recovers from the Guest, the Guest's insurance, the Host's own insurance, or other sources. Where actual damages exceed the Damage Hold, the Host's right to pursue Guest for the residual is preserved through the Dispute Resolution Policy and applicable tort or contract law.

9.8 Audit log

SetVenue maintains an append-only audit log of Damage Charge Requests, Guest decisions, capture events, and release events. The audit log is the authoritative record of the workflow and may be referenced in dispute resolution under §11 and §19.

10. Cancellations

The Cancellation Policy at /legal/cancellation governs cancellations. It defines Flexible, Moderate, and Strict tiers, production-Booking custom terms, force-majeure handling, and the proportional refund mechanics for Platform Fees described in §8.3. Hosts must select a cancellation tier per Listing; Guests are bound by the tier in effect at the time of Booking. To the extent the Cancellation Policy and these Terms conflict, the Cancellation Policy controls on cancellation-specific questions.

11. Disputes Between Users

Disputes between a Host and a Guest are governed by the Dispute Resolution Policy at /legal/disputes. The policy provides a multi-step structure: (1) direct communication for seven (7) calendar days; (2) optional SetVenue facilitation, with an advisory recommendation issued within fourteen (14) calendar days of the facilitation request; (3) Damage Hold-specific procedures under §9; (4) the Stripe chargeback process, where applicable; and (5) binding arbitration administered by JAMS or, where eligible, small-claims court. SetVenue's role in steps 1, 2, 3, and 4 is facilitator-only — SetVenue may review evidence, render non-binding advisory recommendations, and route communications, but SetVenue is not a court, is not a licensed arbitrator, and is not the source of any award.

Host-Guest arbitration chain. Each Host and each Guest, upon acceptance of these Terms and confirmation of a Booking, separately and independently agrees to the Host-Guest arbitration provisions in the Dispute Resolution Policy §7.1, which provisions are incorporated by reference into these Terms and into each Booking. The arbitration agreement between a Host and a Guest is formed when both parties accept these Terms (or the Guest Agreement, or the Property Owner Agreement, as applicable) and confirm a Booking that gives rise to a dispute.

The arbitration of disputes between a User and SetVenue is governed separately by §19 below.

12. Non-Circumvention (Option B Finder's Fee)

12.1 The rule

If a Guest and a Host are first introduced through the Platform, and within twelve (12) months of that first introduction the same Guest–Host pair completes any Off-Platform Booking at the same property (or at any property the Host owns, leases, or holds management rights over and that is or could reasonably have been a substitute Listing for the same Guest), the Host owes SetVenue a finder's fee equal to five percent (5%) of the Off-Platform Booking total.

California restraint-of-trade savings clause. Nothing in this §12 is intended to restrain any Host or Guest from engaging in any lawful profession, trade, or business of any kind. If this §12.1's reach to a "substitute Listing" property other than the property to which the Guest was first introduced is held to exceed what is permitted under California Business & Professions Code § 16600, Senate Bill 699 (2023), Assembly Bill 1076 (2023), or any successor statute, this §12 shall be construed to apply only to Off-Platform Bookings at the same property to which the Guest was first introduced through the Platform. Each User retains all rights under Cal. Bus. & Prof. Code § 16600 et seq., including the private right of action provided by SB 699.

12.2 First Booking on Platform

The first Booking between a Guest and a Host introduced through the Platform must be processed through the Platform at the standard Platform Fees in §8.3.

12.3 Same-pair, on-Platform repeat Bookings

Repeat Bookings between the same Guest–Host pair that are processed through the Platform are charged the standard Platform Fees. No separate finder's fee applies on top of an on-Platform Booking.

12.4 Window expiry

After the 12-month window expires, the Guest–Host relationship belongs to the Host and Guest. SetVenue claims no finder's fee, no commission, no right of first refusal, and no other ongoing fee on Bookings between that pair.

12.5 Enforcement

Compliance with §12 is built on Host attestation. Hosts agree to include Bookings subject to the finder's fee in periodic reports SetVenue may request, and to permit, no more than once per twelve (12)-month period and on at least thirty (30) days' prior written notice, a records-based audit (no on-site inspection, no access to Host's communications or calendars, no metadata extraction) of records identifying Off-Platform Bookings subject to the finder's fee, subject to confidentiality. SetVenue bears its own audit costs; if the audit discloses unpaid finder's fees equal to five percent (5%) or more of the total Off-Platform Bookings audited, the Host shall reimburse SetVenue's reasonable audit costs, not to exceed five thousand US dollars (US$5,000) per audit. Audit-activation thresholds are described in the Property Owner Agreement; SetVenue does not surveil Hosts' calendars, email, or phone records, and any inspection is records-based and limited in scope.

12.6 No buy-out

The 12-month window may not be bought out, prepaid, or waived for a lump sum. The finder's fee is the Host's exclusive obligation under §12 for Off-Platform Bookings within the window.

12.7 Anti-evasion

Operating multiple Accounts, using a related entity, restructuring a Booking as a non-Booking license, or otherwise routing a same-pair Booking outside the Platform with the principal purpose of evading the Platform Fees or the finder's fee is a material breach of these Terms.

12.8 Reasonableness recital

The 12-month finder's fee in this §12 is calibrated to recover a portion of SetVenue's marketing, fraud-screening, support, listing-quality, and infrastructure investment in the original Platform introduction, and is intended as a non-circumvention rule rather than a restraint of trade. Personal, non-commercial communication between a Host and a Guest outside the Platform is not a breach of §12; only a Booking, license, or commercial use of the same property (or a substitute Listing's property) within the 12-month window triggers the finder's fee.

13. Acceptable Use

The Acceptable Use Policy at /legal/acceptable-use is incorporated by reference and sets out detailed prohibitions, enforcement mechanics, and reporting channels. At a minimum, you agree not to use the Platform to:

• engage in illegal activity, including activity that violates federal, state, or local law;
• harass, threaten, defraud, or impersonate any person;
• post false, misleading, or infringing content;
• circumvent the Platform's fee, payment, or non-circumvention provisions;
• distribute malware, scrape the Platform other than via expressly permitted integrations, probe for vulnerabilities outside an authorized program, or attempt to disrupt or overwhelm the Platform;
• use the Platform for unlawful adult-content production, content involving minors in any explicit context, or any content that violates applicable obscenity or child-protection laws (see the Adult Production Policy and §6);
• transmit personally identifying information about third parties without their consent;
• use the Platform for residential tenancy, long-term occupancy, or any use for which short-term commercial Bookings are not the intended product.

Violation of acceptable use may result in immediate suspension or termination, forfeiture of pending payouts to the extent permitted by law, referral to law enforcement, and any other remedy available under these Terms or applicable law.

14. User-Generated Content

14.1 Ownership

You retain ownership of all content you submit to the Platform — including Listing photographs, descriptions, reviews, messages, and uploaded documents.

14.2 License to SetVenue

You grant SetVenue a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, modify (for formatting and display), publish, publicly perform, publicly display, and distribute your content, solely as necessary to operate, market, and improve the Platform. You also grant other Users a limited license to view your content as displayed on the Platform.

AI/ML training carve-out. The license in this §14.2 is subject to the AI/ML carve-out in §6.4, which is incorporated here by reference: SetVenue may not use User content for generative-AI training without separate, opt-in consent.

14.3 Representations

You represent that you own or have the necessary rights to all content you submit, that the content does not infringe any third party's rights, and that the content is accurate and not misleading.

14.4 Reviews

Reviews must reflect the reviewer's genuine first-hand experience. SetVenue may remove reviews that are demonstrably false, that contain personally identifying information about third parties, that are off-topic, that violate the Acceptable Use Policy, or that are otherwise prohibited by law. SetVenue will not remove a review solely because it is unfavorable. Reviews are user-generated content protected by 47 U.S.C. § 230(c)(1) to the maximum extent permitted by law. Nothing in these Terms requires any User to waive the right to make truthful statements about SetVenue, any Host, or any Guest, and any provision purporting to do so is void under Cal. Civ. Code § 1670.8 and the federal Consumer Review Fairness Act, 15 U.S.C. § 45b. Hosts must not threaten, retaliate against, or attempt to penalize any Guest for posting a truthful review.

No promise of specific moderation outcome. SetVenue makes no promise to remove any specific review reported as inaccurate, and the act of accepting a report does not create a duty to investigate or remove. SetVenue's moderation decisions are discretionary and made in good faith on the information available. See Barnes v. Yahoo!, 570 F.3d 1096 (9th Cir. 2009).

14.5 DMCA

SetVenue complies with the Digital Millennium Copyright Act in accordance with the DMCA Policy at /legal/dmca, which is incorporated by reference. To submit a takedown notice, contact our DMCA agent at dmca@setvenue.com with the information required by 17 U.S.C. § 512(c)(3). We will respond to valid notices, will provide counter-notice procedures consistent with 17 U.S.C. § 512(g), and may terminate the Accounts of repeat infringers.

Counter-notice and restoration mechanics are governed by the DMCA Policy at /legal/dmca and 17 U.S.C. § 512(g). Knowingly material misrepresentation under 17 U.S.C. § 512(f) creates liability for damages, including costs and attorneys' fees, incurred by the alleged infringer, the copyright owner, or SetVenue.

15. Account Termination

15.1 Termination by you

You may close your Account at any time through Account settings or by emailing support@setvenue.com. Closure does not relieve you of obligations accrued before closure (including Platform Fees, finder's fees under §12, chargeback liabilities, and indemnification under §18).

15.2 Termination by SetVenue

SetVenue may suspend or terminate your Account, with or without notice, for (a) breach of these Terms or any incorporated policy; (b) suspected fraud, abuse, or risk to other Users; (c) failure to maintain a valid Connected Account or required tax information; (d) extended inactivity; or (e) any reason permitted by law where SetVenue is making a good-faith judgment that continued service would be harmful to the Platform or its Users.

15.3 Effect on pending Bookings

When an Account is terminated, SetVenue will (a) cancel any pending Booking requests; (b) for confirmed Bookings, attempt in good faith to honor the Booking or refund the Guest in accordance with the Cancellation Policy; and (c) settle any owed payouts net of unresolved chargebacks, claims, or fees. Any open Damage Charge Request is resolved per §9, with Affirmative-Accept and Expiry-Release defaults preserved.

15.4 Survival

Sections that by their nature should survive termination — including §5 (Role of SetVenue), §8 (insofar as fees accrued before termination), §9.4–§9.7 (Damage workflow defaults and disclaimers), §12 (Non-Circumvention, for the remainder of any active 12-month window), §14 (User-Generated Content licenses to the extent operationally necessary), §16–§19 (disclaimers, liability cap, indemnity, dispute resolution with SetVenue), and §21 (general provisions) — survive termination.

16. Warranty Disclaimers

16.1 As is, as available

THE PLATFORM AND ALL SERVICES, FEATURES, AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SETVENUE DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

16.2 No warranty of property, conduct, or content

SETVENUE DOES NOT WARRANT THE CONDITION, SAFETY, LEGALITY, OR FITNESS OF ANY LISTING, PROPERTY, HOST, GUEST, OR PRODUCTION; THE TRUTHFULNESS OF ANY REPRESENTATION MADE BY ANY USER; THE LEGAL COMPLIANCE OF ANY PRODUCTION OR ANY CONTENT CREATED AT A PROPERTY; THE OUTCOME OF ANY DISPUTE; OR THE COLLECTIBILITY OF ANY DAMAGE CHARGE.

16.3 No professional advice; no support-agent authority

SETVENUE DOES NOT PROVIDE LEGAL, INSURANCE, TAX, REAL-ESTATE, OR PRODUCTION ADVICE. ANY GUIDES, TEMPLATES, OR PERMITTING REFERENCES PUBLISHED ON THE PLATFORM ARE INFORMATIONAL ONLY.

Statements made by SetVenue customer-support personnel — by chat, email, telephone, or any other channel — in the course of routine support are operational guidance and do not modify, amend, waive, or override these Terms or any incorporated policy. The version of the applicable policy in effect at the time of the relevant Booking governs. No support agent has actual or apparent authority to bind SetVenue contrary to these Terms.

16.4 Jurisdictional limits

Some jurisdictions do not allow the exclusion of certain warranties. To the extent any warranty cannot be lawfully disclaimed, SetVenue's liability for breach of that warranty is limited to the maximum extent permitted by law and is in any case capped under §17.

17. Limitation of Liability

17.1 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SETVENUE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, ANTICIPATED PROFITS, BUSINESS OPPORTUNITY, DATA, USE, OR PROPERTY VALUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SETVENUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Aggregate cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SETVENUE'S AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM, THESE TERMS, OR ANY BOOKING IS LIMITED TO THE GREATER OF (A) THE TOTAL PLATFORM FEES YOU PAID OR THAT WERE RETAINED FROM YOUR PAYOUTS BY SETVENUE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (US$100). THIS CAP IS SUBJECT TO THE CARVE-OUTS IN §17.3.

Rendered-presentation recital. The capitalization in this §17.2 is the contract-text implementation of the conspicuousness signal required under Specht v. Netscape Commc'ns Corp., 306 F.3d 17 (2d Cir. 2002), Berman v. Freedom Fin. Network, LLC, 30 F.4th 849 (9th Cir. 2022), and Cal. Com. Code § 1201(b)(10). The Platform's rendered presentation of §17.2 may apply mixed-case bold typography and/or larger font size to the "greater of (A) ... or (B)" formula portion to improve human readability while preserving the conspicuous-notice signal. The rendered presentation does not alter the substance of §17.2; in the event of any conflict between the rendered presentation and the contract text in this §17.2, the contract text controls.

17.3 § 1668 carve-out

THE CAP IN §17.2 DOES NOT APPLY TO, AND DOES NOT LIMIT, ANY LIABILITY THAT MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING:

(A) FRAUD OR FRAUDULENT MISREPRESENTATION; (B) WILLFUL INJURY OR INTENTIONAL MISCONDUCT; (C) GROSS NEGLIGENCE; (D) BODILY INJURY OR DEATH CAUSED BY SETVENUE'S NEGLIGENCE; (E) VIOLATIONS OF THE CALIFORNIA CONSUMERS LEGAL REMEDIES ACT (CAL. CIV. CODE § 1750 ET SEQ.), THE UNFAIR COMPETITION LAW (CAL. BUS. & PROF. CODE § 17200 ET SEQ.), THE FALSE ADVERTISING LAW (CAL. BUS. & PROF. CODE § 17500 ET SEQ.), THE UNRUH CIVIL RIGHTS ACT (CAL. CIV. CODE § 51 ET SEQ.), AND THE CALIFORNIA DISABLED PERSONS ACT (CAL. CIV. CODE § 54 ET SEQ.); (F) ANY LIABILITY BARRED BY CAL. CIV. CODE § 1668; AND (G) ANY OTHER LIABILITY THAT MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

NOTHING IN THIS §17 SHALL EXCLUDE OR LIMIT ANY LIABILITY THAT MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

17.4 Allocation of risk

You acknowledge that the disclaimers and liability cap in §§16-17 are a fundamental and material element of the bargain between SetVenue and each User and that the Platform Fee structure assumes those disclaimers and that liability cap; without them, SetVenue would not provide the Platform on the same terms or at the fee levels in §8.3.

17.5 Allocation-of-risk rationale for $100 floor

Where the Platform Fees you have paid in the preceding twelve (12) months are zero or de minimis (for example, browse-only Users who never completed a Booking), the one hundred US dollar ($100) floor in §17.2 reflects the Parties' bargained-for allocation of risk in a no-revenue / de-minimis-revenue Booking scenario; it is a contractual limitation of liability rather than a liquidated-damages clause within the meaning of Cal. Civ. Code § 1671(d). This floor preserves a meaningful remedy and is not a fee waiver or release of any non-waivable claim under §17.3.

18. Indemnification

You agree to indemnify and hold harmless SetVenue, its affiliates, and their respective officers, directors, employees, agents, and contractors from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and reasonable defense costs) arising out of or relating to:

1. your breach of these Terms or any incorporated policy;
2. your violation of any applicable law or regulation;
3. your infringement of any third party's rights, including intellectual-property rights and rights of privacy or publicity;
4. any Booking, Listing, or production you participate in, including damage to property, injury to persons, content created at the property, and tax obligations;
5. your User-generated content;
6. your dispute with another User, except to the extent the dispute is caused by SetVenue's gross negligence or willful misconduct; and
7. any misrepresentation by you regarding your age, identity, authority to bind an entity, or authority to authorize commercial use of the property.

§ 1668 carve-out (global to this §18). Notwithstanding the foregoing, this indemnification does not extend to, and shall not be construed to extend to, any claim, demand, loss, liability, damage, cost, or expense to the extent caused by SetVenue's (a) gross negligence, (b) willful misconduct, (c) fraud or fraudulent misrepresentation, (d) bodily injury or death caused by SetVenue's negligence, or (e) violation of any applicable statute, including any liability barred by Cal. Civ. Code § 1668. SetVenue shall reimburse you for any reasonable costs and attorneys' fees you have incurred in defending against any tendered indemnified claim that is later determined, by final judgment, arbitral award, or settlement to which SetVenue has consented, to fall within this carve-out.

Procedure. SetVenue may, at its option, assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate reasonably and SetVenue shall bear its own costs of doing so. You may not settle any indemnified claim in a way that admits liability on SetVenue's behalf or imposes any obligation on SetVenue without SetVenue's prior written consent. SetVenue may not settle any claim against you under this §18 in a way that admits liability on your behalf or imposes any non-monetary obligation on you (beyond cooperation) without your prior written consent, which you may not unreasonably withhold.

19. Dispute Resolution Between User and SetVenue

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH SETVENUE BY BINDING INDIVIDUAL ARBITRATION AND LIMITS THE FORUM AND REMEDIES AVAILABLE TO YOU. YOU HAVE A RIGHT TO OPT OUT OF ARBITRATION WITHIN THIRTY (30) DAYS OF YOUR FIRST ACCEPTANCE OF THESE TERMS — SEE §19.0.

19.0 30-Day Opt-Out from Arbitration

You may opt out of the arbitration agreement in this §19 by sending written notice of your opt-out to arbitration-optout@setvenue.com (or, by mail, to Set Venue LLC, 6927 Willis Ave, Van Nuys, CA 91405) within thirty (30) days of your first acceptance of these Terms (the "Opt-Out Deadline"). To be effective, the notice must state your full name, the email address associated with your Account, and an unambiguous statement that you wish to opt out of arbitration. A timely opt-out preserves your right to bring any claim arising out of or related to the Platform, your Account, or these Terms in a court of competent jurisdiction in Los Angeles County, California. Opting out does not affect any other provision of these Terms. Cf. Schnabel v. Trilegiant Corp., 697 F.3d 110, 121 (2d Cir. 2012); Mohamed v. Uber Techs., Inc., 848 F.3d 1201 (9th Cir. 2016).

19.1 Informal resolution

Before filing arbitration, you must first try in good faith to resolve any dispute with SetVenue informally by sending a written notice describing the dispute and the relief sought to Set Venue LLC, 6927 Willis Ave, Van Nuys, CA 91405, with a copy to legal@setvenue.com. The Parties will negotiate in good faith for at least sixty (60) days from delivery of the notice before either Party may initiate arbitration.

19.2 Binding arbitration

Any dispute, claim, or controversy between you and SetVenue arising out of or relating to these Terms, your use of the Platform, or any Booking — except as expressly carved out in §19.4 — will be resolved by final and binding arbitration administered by JAMS under its applicable rules in effect at the time arbitration is commenced. Arbitration will be conducted by a single arbitrator. Each Party will bear its own attorneys' fees and costs except as the arbitrator may otherwise award; SetVenue will pay arbitration filing and administrative fees in excess of those that would have been required to file in court for any Consumer claim. Judgment on the award may be entered in any court of competent jurisdiction.

Neutral arbitrator selection. The arbitrator shall be neutral and selected from the administering institution's panel of arbitrators in accordance with that institution's standard consumer-arbitration selection procedure, which shall include, at a minimum, (a) provision to each Party of a list of at least five (5) qualified candidates, (b) each Party's right to strike candidates, and (c) selection of the arbitrator from the remaining list by mutual agreement or, failing agreement, by the administering institution. No arbitrator shall be selected who has, within the prior three (3) years, served as an arbitrator in more than five (5) arbitrations administered by the same administering institution involving SetVenue as a Party, unless both Parties specifically consent to that arbitrator's appointment. This restriction is intended to limit "repeat-player" arbitrator concentration.

Powers of the arbitrator. The arbitrator shall have authority to grant any remedy or relief that would be available in a court of competent jurisdiction in the State of California, including statutory and (where §17 does not preclude) punitive damages, equitable relief, and attorneys' fees and costs where authorized by statute. The arbitrator shall issue a written award setting forth the essential findings and conclusions on which the award is based. The Parties shall be entitled to reasonable discovery sufficient to vindicate their statutory and contractual rights. SetVenue shall pay all arbitration filing, administration, and arbitrator fees that exceed the cost the Consumer would have paid to file the same claim in the courts of California.

Documents-only arbitration for small claims. Any claim where the amount in controversy is less than ten thousand US dollars (US$10,000) will be resolved through documents-only arbitration unless either Party requests a telephonic or in-person hearing in writing within 30 days of the arbitration demand.

19.3 Class-action waiver; public-injunctive-relief reservation

Class-action waiver. YOU AND SETVENUE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class proceeding. This class-action waiver is a fundamental part of this arbitration agreement; if the waiver is held invalid or unenforceable in any case, the entire arbitration agreement is unenforceable as to that case only, and the parties will litigate that case in court (with the rest of these Terms remaining in effect for all other cases). Cf. AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011); Epic Systems Corp. v. Lewis, 138 S. Ct. 1612 (2018); Am. Express Co. v. Italian Colors Rest., 570 U.S. 228 (2013).

Public-injunctive-relief reservation. Notwithstanding any other provision of this §19, the Parties retain the right to seek public injunctive relief as defined in McGill v. Citibank, N.A., 2 Cal. 5th 945 (2017). Any claim for public injunctive relief may be brought in a court of competent jurisdiction in California, and this §19 shall not be construed to require arbitration of such a claim or to confine such relief to an individual capacity. (See Blair v. Rent-A-Center, Inc., 928 F.3d 819 (9th Cir. 2019) (McGill survives FAA preemption); DiCarlo v. MoneyLion, Inc., 988 F.3d 1148 (9th Cir. 2021); Mejia v. DACM Inc., 54 Cal. App. 5th 691 (2020).)

PAGA / non-waivable representative claims reservation. Nothing in this §19.3 waives any non-waivable representative claim, including any claim brought as a representative action under the California Private Attorneys General Act of 2004 (Cal. Lab. Code § 2698 et seq.) or any other statute that creates a non-waivable representative right of action. See Iskanian v. CLS Transp. L.A., LLC, 59 Cal. 4th 348 (2014) (as modified by Viking River Cruises, Inc. v. Moriana, 596 U.S. 639 (2022)); Adolph v. Uber Techs., Inc., 14 Cal. 5th 1104 (2023).

Enforceability and severance mechanics for this §19.3 are governed by the unified arbitration-severability rule in §19.11.

19.4 Carve-outs

Notwithstanding §19.2, either Party may (a) bring an individual claim in small-claims court so long as the claim qualifies and is not removed or appealed to a court of general jurisdiction; (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual-property rights or to enforce confidentiality obligations; and (c) participate in any government investigation or proceeding. Additionally:

Sexual-assault and sexual-harassment claims (EFAA). No provision of this §19 requires arbitration of any claim alleging conduct constituting a "sexual assault dispute" or a "sexual harassment dispute," as those terms are defined in the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2022 (9 U.S.C. §§ 401-402). The claimant may, at the claimant's election, pursue any such claim in court rather than arbitration. The class-action waiver in §19.3 likewise does not apply to such claims. The applicability of 9 U.S.C. §§ 401-402 to any specific claim shall be determined by a court of competent jurisdiction, not by the arbitrator, per 9 U.S.C. § 402(b). (See 9 U.S.C. § 402(a)-(b); V5 Drafting Commentary, ToS § 19.4; V5 Arbitration Enforceability Landscape Deep-Dive.)

Reservation of statutory rights. Nothing in this §19 waives, limits, or precludes any non-waivable right or remedy under the California Consumers Legal Remedies Act (Cal. Civ. Code § 1750 et seq.), Unfair Competition Law (Cal. Bus. & Prof. Code § 17200 et seq.), False Advertising Law (Cal. Bus. & Prof. Code § 17500 et seq.), Unruh Civil Rights Act (Cal. Civ. Code § 51), Song-Beverly Credit Card Act (Cal. Civ. Code § 1747 et seq.), the Federal Trade Commission Act, or any other law that may not be waived under California Civil Code § 1751 or otherwise as a matter of public policy.

19.5 Governing law; FAA preemption

These Terms and any dispute arising under them are governed by the laws of the State of California, without regard to its conflict-of-laws principles.

This Arbitration Agreement evidences a transaction involving interstate commerce and is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., except as expressly provided otherwise. Nothing in this §19.5 shall deprive any California resident of the protection of any unwaivable provision of California law (Cal. Civ. Code § 1646.5; Bridge Fund v. Fastbucks, 622 F.3d 996 (9th Cir. 2010)). The Parties acknowledge that California law applies to any California resident's claim notwithstanding any choice-of-law clause to the contrary, to the extent any California statutory right is non-waivable.

19.6 Forum for non-arbitrable matters

For any dispute that is not subject to arbitration under §19.2 or that falls within the carve-outs in §19.4, the Parties consent to the exclusive jurisdiction of the state and federal courts located in California and waive any objection based on inconvenient forum.

19.7 Time limit

Except for claims that may not be shortened by contract under applicable law, any claim arising out of these Terms or your use of the Platform must be brought within one (1) year after the cause of action accrues, or it is permanently barred. This §19.7 does not apply to (i) claims for personal injury or wrongful death; (ii) claims for negligence or any tort with a statutory period of two (2) years or longer (e.g., claims subject to Cal. Civ. Proc. Code § 335.1); (iii) claims under the California Consumers Legal Remedies Act, the Unruh Civil Rights Act, the California Unfair Competition Law, the California False Advertising Law, or any other statute the limitations period of which may not be shortened by contract; (iv) any claim for public injunctive relief; (v) sexual-assault or sexual-harassment claims under the EFAA; or (vi) claims by a Consumer whose claim accrual was delayed under the discovery rule and where contractual shortening would frustrate the discovery rule. Savings clause. If this one (1)-year period is held unenforceable as to any claim, the period applicable to that claim shall be the otherwise-applicable statutory period (and not less than one (1) year) without invalidating the rest of this §19.7. This §19.7 does not affect, and the underlying claim is preserved, while informal-resolution or facilitation periods under the Dispute Resolution Policy are pending.

19.8 Mass-arbitration protocol

If twenty-five (25) or more individual demands of a substantially similar nature are filed by or with the assistance of the same counsel or coordinated counsel within a sixty (60)-day period, the parties agree to a staged "bellwether" arbitration protocol: ten (10) representative cases will be selected — five (5) randomly selected from a list of candidates designated by the claimant-side counsel as representative of the most-asserted theory and five (5) randomly selected from a list of candidates designated by SetVenue as representative of its principal defenses, with random selection performed by the administering institution from each side's list of at least fifteen (15) candidates — and arbitrated first; remaining cases will be tolled pending resolution of the bellwether group. The parties will then meet and confer in good faith to resolve the remaining cases, including by mediation. Tolling cap. Tolling under this §19.8 shall not exceed twelve (12) months from completion of the bellwether arbitrations. If the parties do not reach resolution within that period, each remaining claimant may proceed with individual arbitration on the schedule otherwise provided by these Terms, and SetVenue waives any objection to filing of those individual arbitrations during the next sixty (60) days. Nothing in this §19.8 deprives any claimant of the substantive right to individual arbitration. This §19.8 is intended to manage mass-arbitration logistics without depriving either party of the substantive right to arbitrate. Random selection from candidate pools is intended to prevent strategic cherry-picking by either side.

19.9 Confidentiality of arbitration

The arbitration, including the existence of the proceeding, all evidence, the arbitrator's award, and all related correspondence, is confidential between the Parties, except (a) where disclosure is required to enforce or vacate an award, (b) where required by law, court order, or subpoena, (c) where required to protect a legal right, or (d) where required to comply with a regulator's investigation. This §19.9 does not restrict disclosure to a Party's counsel, accountants, insurers, or other professional advisors bound by confidentiality.

19.10 Conflict between rules and these Terms

Where the rules of JAMS conflict with this §19 (including the EFAA carve-out, McGill carve-out, fee-shifting language, documents-only-arbitration threshold, or confidentiality), the more protective standard for the Consumer applies, and otherwise these Terms control.

19.11 Severability of arbitration provisions — Unified Rule

This §19.11 is the single, unified severability rule for §19. It applies in lieu of any other severability provision in these Terms with respect to §19, and supersedes any prior version of §19.11 and any prior duplicative provision. The general severability rule in §21.1 applies only to provisions outside §19.

Sub-Rule (a): Sub-Clause Independence. Each provision of this §19 (including each sub-section and each independent clause within a sub-section — specifically including each carve-out in §19.4, the class-action waiver in §19.3, the public-injunctive-relief reservation in §19.3, the mass-arbitration protocol in §19.8, the time limit in §19.7, the fee-allocation language in §19.2, the no-repeat-player rule in §19.2, the confidentiality provision in §19.9, the conflict-of-rules provision in §19.10, and any other specific provision) is independent of every other provision of this §19. The enforceability of any single provision is not a condition of the enforceability of any other provision.

Sub-Rule (b): Class-Waiver and Public-Injunctive-Relief Severance. If the class-action waiver in §19.3 is found unenforceable as to a specific claim, only that specific claim shall be severed from arbitration and shall proceed in the courts identified in §19.6; the remainder of §19 — including arbitration of all other claims by the same or other Parties — remains in full force and effect. Similarly, if a court of competent jurisdiction finds the prohibition on public injunctive relief in arbitration to be unenforceable as to a specific McGill claim, only that specific claim shall be severed from arbitration; the remainder of §19 remains in full force and effect.

Sub-Rule (c): Consumer-Protective Rationale. The Parties acknowledge that the severability and severance mechanisms in this §19.11 are designed to preserve the User's substantive rights in three ways: (1) by ensuring that the failure of any single provision (including the class-action waiver or the McGill carve-out) does not invalidate the entire arbitration agreement and force the User into an unfavorable forum; (2) by ensuring that public-injunctive-relief claims under McGill may always be heard in a court of competent jurisdiction if they cannot be heard in arbitration; and (3) by ensuring that the User retains all non-waivable statutory rights under §19.4. This structure follows the framework approved in Mejia v. DACM Inc., 54 Cal. App. 5th 691 (2020). No part of this §19.11 is intended to or shall be construed to extend the reach of arbitration beyond what would otherwise be enforceable; rather, it is intended to limit the consequences of any single unenforceable provision.

Sub-Rule (d): No-Cascade Rule. A finding that one provision of this §19 is unenforceable shall not, by itself, trigger any inference that any other provision is unenforceable. Each provision rises or falls on its own merits.

20. Modifications to These Terms

SetVenue may modify these Terms at any time. Where a change is material — including any change to fees, the §9 Damage workflow defaults, the §12 finder's fee, the disclaimers in §16–§17, or the dispute-resolution provisions in §19 — SetVenue will provide at least thirty (30) days' advance notice through the Platform, by email to the address on your Account, or both. The notice will specify the effective date of the change.

For material changes, SetVenue will require you to affirmatively re-accept the updated Terms (by click, tap, or equivalent affirmative action) the next time you sign in, list a property, or submit a Booking request after the effective date. If you do not re-accept, your sole remedy is to stop using the Platform and close your Account before the effective date. Modifications do not apply retroactively to disputes that arose before the effective date.

Non-material changes (typo fixes, formatting, contact-info updates) take effect on posting without separate notice.

For the avoidance of doubt: (a) the version of these Terms in effect at the time a Booking is confirmed continues to govern that Booking through its completion, including any disputes arising from that Booking; (b) material modifications take effect prospectively for Bookings confirmed on or after the effective date; and (c) for Users with one or more then-active confirmed Bookings, affirmative re-acceptance of material modifications is required before any future Booking may be confirmed but is not required to complete the active Booking under prior terms.

21. General Provisions

21.1 General Severability (non-arbitration provisions)

This §21.1 applies to all provisions of these Terms other than §19, which is governed by its own unified severability rule at §19.11. With respect to non-§19 provisions: if any such provision is held unenforceable, the provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. If reformation is not legally permissible, the unenforceable provision shall be severed and the remainder of these Terms shall continue in full force and effect.

21.2 Entire agreement

These Terms — together with the policies incorporated by reference in §1 — constitute the entire agreement between you and SetVenue concerning the Platform and supersede all prior or contemporaneous communications, proposals, and agreements on that subject.

21.3 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without SetVenue's prior written consent. SetVenue may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of assets.

21.4 No waiver

Neither SetVenue's nor your failure to enforce any provision of these Terms is a waiver of that provision or of any other provision. Any waiver of any provision must be in a writing signed by the waiving party.

21.5 Force majeure

SetVenue is not liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, pandemics, civil unrest, government action, labor disputes, telecommunications failures, payment-processor outages, payment-processor terminations, upstream financial-services-provider failures, infrastructure-provider outages, third-party software vulnerabilities, and similar events.

21.6 Notices

SetVenue may give notice through the Platform, by email to the address on your Account, or by posting on the Platform. You may give notice to SetVenue at 6927 Willis Ave, Van Nuys, CA 91405 or at legal@setvenue.com.

21.7 Headings

Headings are for convenience only and do not affect interpretation.

21.8 No third-party beneficiaries

These Terms do not create any third-party beneficiary rights, except as expressly provided.

21.9 Independent contractors

Hosts, Guests, and SetVenue are independent contractors with respect to one another. No joint venture, partnership, employment, or agency relationship exists.

21.10 Contact

For questions about these Terms, contact us at:

• General questions / support: support@setvenue.com
• Privacy: privacy@setvenue.com
• Legal / arbitration notices: legal@setvenue.com
• DMCA agent: dmca@setvenue.com
• Mailing address: Set Venue LLC, 6927 Willis Ave, Van Nuys, CA 91405

21.11 Beta features

SetVenue may from time to time offer beta, preview, or experimental features. Such features are provided "AS IS," without warranty, may be modified or discontinued at any time, and are subject to additional terms presented in the relevant feature interface.

21.12 Notice presumption

Notices given by email under these Terms are deemed received on the date the email is transmitted, absent evidence of non-delivery.

21.13 [Reserved — see §19.11 for unified arbitration severability]

The class-waiver poison-pill mechanic previously located at this §21.13 has been consolidated into the unified arbitration-severability rule at §19.11 (Sub-Rule (b)). The substantive protection — that an unenforceable class-action waiver as to a specific claim severs that claim only, with the remainder of these Terms unaffected — is preserved without change in §19.11. This §21.13 number is reserved for clarity and to preserve cross-references.

21.14 ESIGN/UETA

The Parties consent under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001) and the Uniform Electronic Transactions Act, as adopted in California, to the use of electronic signatures, electronic records, and click-to-accept consent for these Terms and for each Booking confirmation, Damage Charge Request Accept, and any other electronic transaction on the Platform. The Parties acknowledge that they have the technical means to access and retain electronic records and may withdraw this consent only by ceasing to use the Platform.

v5 Hardening Summary (informational, not contractual)

Round 5 adds citation-grade depth over the round-4 baseline. Round-5 enhancements (over v4):

R5-1. Inline Bluebook citations added throughout — every load-bearing clause is supported by case-law and statutory parentheticals. R5-2. V5 Drafting Commentary cross-references — counsel can locate clause-by-clause rationale, anticipated counter-arguments, and alternatives considered. R5-3. V5 Topic Deep-Dive cross-references — § 230, Arbitration, Damage Hold, Indemnification. R5-4. V5 Defined Terms Registry — cross-doc consistency audit. R5-5. V5 Conflicts & Hierarchy Matrix — explicit order-of-precedence resolution. R5-6. V5 State-Specific Addenda — CA / NY / IL / TX / FL analysis. R5-7. V5 Risk Quantification Matrix — 48 attack vectors quantified. R5-8. V5 Pre-Launch Action Tracker — 42 lawyer-only items + 30 operational items. R5-9. V5 Forward-Compat Calendar 2026-2028 — pending legislation watch.

Cross-references in operative text: Meyer / Berman / Specht (§ 1 click-to-accept); Lemmon v. Snap / Barnes v. Yahoo! / Internet Brands (§ 5.7 product-design disclaimer); FFIEC / FinCEN / Cal. Fin. Code § 2030(b) (§ 8.2 MTL avoidance); Schnabel v. Trilegiant (§ 9.3 contemporaneous-consent); Concepcion / Italian Colors / McGill / Blair / DiCarlo / Mejia (§ 19.3 class waiver + McGill); 9 U.S.C. § 402(a)-(b) (§ 19.4 EFAA); Armendariz / Sonic II (§ 19.2 neutral arbitrator).

Carry-Over Hardenings (v4 over v3)

1. §1 click-to-accept: defaults unchecked, full audit-log fields disclosed (procedural-unconscionability shield).
2. §3 entity-principal binding rule consolidated and strengthened (alter-ego defense).
3. §4 verification ≠ endorsement, ≠ background check (negligent-vetting attack shield).
4. §5.2 explicit no money transmitter, no joint enterprise, no place-of-public-accommodation in own right.
5. §5.5 explicit no background check; verification fraud-screening only.
6. §5.6 / §6.5 / §14.4 Barnes v. Yahoo! good-faith-moderation-without-duty recital (avoid converting moderation to duty).
7. §5.7 product-design/feature-set disclaimer (Lemmon v. Snap design-defect attack shield).
8. §6.1 photo-authenticity representation strengthened (DMCA/copyright).
9. §6.2 pattern-review disclosure (AG/HUD discrimination defense + non-certification).
10. §6.4 AI/ML carve-out clarified (generative vs. internal-product-improvement).
11. §8.1 Host's direct contract with Stripe explicit (MTL avoidance).
12. §8.2 money-transmitter posture explicit; merchant-of-record scope narrowed.
13. §8.3 SB 478 surface list expanded (search-tiles, PDP, etc.); Damage Hold classification clarified.
14. §8.4 per-Booking (not per-hour) minimum confirmed.
15. §8.6 no auto-renewing subscription; Auto-Renewal-Law forward compatibility.
16. §8.8 marketplace-facilitator tax-assumption mechanism explicit.
17. §9.2 not-credit / not-TILA classification explicit (TILA defense).
18. §9.3 contemporaneous-consent rule (Schnabel v. Trilegiant defense).
19. §9.5 Accept-revocation window (procedural-unconscionability + consumer-protection shield).
20. §9.5 card-network rules incorporated by reference.
21. §11 Host-Guest arbitration chain-of-incorporation strengthened.
22. §12.8 reasonableness recital + non-commercial-contact carve-out for non-circumvention.
23. §16.3 no support-agent authority recital.
24. §17.5 liquidated-damages floor justification for $100 minimum.
25. §18(7) age/identity/authority misrepresentation indemnity.
26. §19.2 neutral-arbitrator selection w/ strike rights + repeat-player limit.
27. §19.4 EFAA-applicability-by-court (per § 402(b)).
28. §19.5 California-resident non-derogation hoisted.
29. §19.7 SoL carve-outs expanded (UCL/FAL added; discovery-rule preservation).
30. §19.8 random selection from candidate pools (mass-arb gaming defense).
31. §19.11 sub-clause severability of arbitration (preserves McGill + bellwether independence).
32. §21.1 reformation-or-severance rule.
33. §21.14 ESIGN/UETA consent recital.