Terms of Use

Effective Date: 05.20.2025

Preamble

This Master Agreement governs the access to and use of the digital platform operated by Lodgy, Inc., a Delaware corporation (hereinafter, "Lodgy," "we," "us," or "our"), including all related websites, mobile applications, APIs, software interfaces, and any content, features, or services provided therein or related thereto (collectively, the "Platform" or "Services").

This Agreement constitutes a legally binding contract between you (the "User"), whether as an individual or on behalf of an entity, and Lodgy, and governs your use of the Services as a Customer, Contractor, visitor, or authorized third party.

By accessing or using any part of the Platform, you agree to be bound by these Terms of Use ("Terms") in full, including any supplemental terms, incorporated policies, or referenced agreements, all of which are hereby incorporated by reference.

1. Definitions

• "Customer" means any individual or entity that submits a request for moving, transportation, or related logistical services via the Lodgy Platform.
• "Contractor" means any independent service provider, whether operating as an individual, sole proprietor, or through a legally recognized business entity (e.g., LLC, corporation), that accepts service requests via the Lodgy Platform.
• "Booking" means a confirmed transaction initiated by a Customer through the Platform and accepted by a Contractor, including Quick Orders and Smart Estimate jobs.
• "Quick Order" refers to a time-based booking request made by a Customer, priced according to hourly labor rates and standard service charges.
• "Smart Estimate" refers to a fixed-cost booking determined through Lodgy's automated AI-based pricing model, presented to both parties prior to job confirmation.
• "Stripe Connect" means the third-party payment infrastructure used by Lodgy to facilitate secure transfers, process booking fees, and execute payouts to Contractors.
• "Services" means all services, technologies, platforms, and interfaces provided by Lodgy, including those that facilitate the discovery, coordination, booking, and settlement of local transportation and logistical labor.
• "Account" means a registered user profile, either Customer or Contractor, created and maintained through the Platform.
• "User Content" means any text, image, audio, video, rating, review, or other material submitted, uploaded, or transmitted by a User via the Services.
• "Applicable Law" means any and all laws, regulations, statutes, ordinances, and codes that apply to the use of the Platform or the performance of services under this Agreement.

2. Scope of Agreement

2.1 Nature of the Services

Lodgy is a neutral digital marketplace that facilitates the connection between Customers and independent Contractors for the purpose of completing moving, delivery, and related labor services. Lodgy does not perform, supervise, control, or guarantee any such services.

2.2 No Employment or Agency

Contractors are not employees, representatives, agents, or franchisees of Lodgy. Nothing in this Agreement shall be construed to create an employment relationship, agency, joint venture, partnership, or other legal relationship between Lodgy and any Contractor.

2.3 No Guarantee of Availability

Lodgy does not guarantee that any service request will be fulfilled, that any Contractor will accept a job, or that the Customer or Contractor will be satisfied with the outcome. All use of the Platform is at your own risk.

2.4 Territorial Restrictions

The Platform is currently available only within the United States and may be limited to specific jurisdictions. Users outside the United States are prohibited from using the Services without Lodgy's express written permission.

3. Account Registration and Eligibility

3.1 Eligibility Criteria

To create an Account, you must be at least eighteen (18) years old, or the age of legal majority in your jurisdiction, and possess the legal authority to enter into binding contracts.

3.2 Account Creation

You agree to provide accurate, complete, and current information when registering and to keep such information up to date. You are solely responsible for maintaining the confidentiality of your credentials and for all activities that occur under your Account.

3.3 Account Use Limitations

You may not share your Account credentials with others, use another person's Account, or operate multiple Accounts without written permission. Lodgy reserves the right to suspend or terminate Accounts that violate this Agreement or pose security risks.

3.4 Account Suspension or Termination

Lodgy may suspend, deactivate, or permanently terminate your Account at any time, with or without cause or notice, including for violations of these Terms, fraudulent activity, or conduct that, in Lodgy's sole discretion, harms its reputation, business operations, or users.

4. Booking, Fees, and Payment Terms

4.1 Booking Submission

Customers may submit booking requests through the Platform using either the Quick Order or Smart Estimate flow. A Contractor may accept or decline any such request at their sole discretion.

4.2 Platform Service Fee

Upon submission of a Booking request, the Customer will be charged a fixed platform service fee ("Booking Fee"), which is processed via Stripe and retained by Lodgy. This fee is non-refundable except in limited circumstances described in Section 6.

4.3 Final Charges and Completion

Upon confirmation of job completion, the final service cost is calculated:

• For Smart Estimates: based on the previously displayed fixed price,
• For Quick Orders: based on actual hours, vehicle usage, and service rates.

Lodgy deducts its platform commission and disburses the remaining balance to the Contractor via Stripe Connect.

4.4 Cash Payments and Non-Platform Transactions

Lodgy discourages off-platform or cash payments. If cash is used, both Customer and Contractor must confirm the transaction through the Platform. Lodgy disclaims all liability for off-platform payments and waives platform commissions in such cases.

4.5 AI Estimate Disclaimer

Smart Estimates generated by the Platform are algorithmic predictions and may not reflect the actual scope, duration, or total cost of a job. Lodgy makes no warranties regarding estimate accuracy. Customers are responsible for confirming any critical assumptions with Contractors before confirming a service.

4.6 Stripe Terms Agreement

By using the Lodgy Platform, you agree to be bound by the Stripe Connected Account Agreement, which governs the provision of payment processing services. Stripe's terms may be updated from time to time and are available at https://stripe.com/connect-account/legal.

5. Contractor Obligations and Status

5.1 Independent Business Operation

Each Contractor affirms that they operate as an independent business entity, whether as a sole proprietor or through a legal business structure. Contractors are solely responsible for their licenses, insurance, tax obligations, and compliance with all Applicable Law.

5.2 Onboarding and Payouts

To receive payouts, Contractors must complete onboarding through Stripe Connect and provide accurate payment and identity information. Lodgy is not responsible for delayed or failed payouts caused by errors in Contractor-provided data.

5.3 Right to Refuse or Cancel

Contractors may refuse or cancel bookings in accordance with Section 6, but repeated or unjustified cancellations may result in loss of access to the Platform.

5.4 Service Standards

Contractors must perform services in a professional, timely, and safe manner. Use of unsafe methods, inappropriate behavior, or damage to customer property may result in liability, removal from the Platform, or legal action.

6. Cancellations and No-Shows

6.1 Customer Cancellations

Customers may cancel a confirmed booking, subject to the following refund policy:

• More than seventy-two (72) hours before scheduled start time: full refund of Booking Fee.
• Between seventy-two (72) and twenty-four (24) hours: Booking Fee is non-refundable.
• Less than twenty-four (24) hours: Booking Fee is forfeited to the Contractor as cancellation compensation.

6.2 Contractor Cancellations

Contractors may cancel a job by notifying Lodgy via the Platform. If canceled:

• More than twenty-four (24) hours before start time: no penalty.
• Less than twenty-four (24) hours: if no replacement is found, the Customer receives a full refund and the Contractor receives no compensation.

6.3 No-Show Policy

• Contractor No-Show: full refund to Customer, potential suspension of Contractor.
• Customer No-Show: full payout to Contractor, Lodgy waives its commission.

6.4 Claims and Damage Protocol

In the event of any claim of property damage or loss during a service, the Customer must notify Lodgy in writing within seventy-two (72) hours of the job completion. Lodgy will make commercially reasonable efforts to facilitate communication between the parties but shall not be liable for loss or reimbursement unless explicitly stated.

7. Assumption of Risk and Release of Liability

7.1 Independent Interactions

You acknowledge that Lodgy does not control or supervise the conduct of Contractors or Customers and makes no representations as to the safety, legality, or appropriateness of services or individuals.

7.2 Voluntary Engagement

You voluntarily assume all risks associated with using the Services, including personal injury, property damage, or financial loss. You waive and release Lodgy from any and all liability arising from your use of the Platform, except to the extent caused by Lodgy's gross negligence or willful misconduct.

7.3 No Responsibility for Materials or Equipment

Contractors are solely responsible for any tools, supplies, or materials used during a job. Lodgy does not verify, supply, or insure such items.

8. User Content and Feedback

8.1 User-Generated Content

The Platform may permit Users to submit reviews, ratings, comments, images, or other materials ("User Content"). By submitting User Content, you:

• Represent that you own or have permission to post such content;
• Grant Lodgy a worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, modify, display, distribute, and create derivative works from the content, in any medium, for any lawful purpose, including marketing, research, and product improvement.

8.2 Prohibited Content

You agree not to post any content that is false, misleading, defamatory, obscene, offensive, violent, infringing, or otherwise unlawful. Lodgy reserves the right to remove or moderate content at its sole discretion, without notice.

8.3 Feedback

Any feedback or suggestions submitted to Lodgy may be used freely and without obligation, and shall be considered non-confidential.

9. Prohibited Conduct

You agree not to, and will not assist, encourage, or enable others to:

• Use the Services for any unlawful purpose or in violation of any Applicable Law;
• Circumvent the Platform by engaging Contractors or Customers off-platform to avoid fees;
• Harass, threaten, stalk, or abuse any other user or Lodgy personnel;
• Upload viruses, malware, or other malicious code to the Platform;
• Reverse engineer, decompile, scrape, or exploit any portion of the Platform;
• Post or transmit misleading or fraudulent content;
• Engage in conduct that disrupts Platform performance, including denial-of-service attacks;
• Use automated systems to access or interact with the Platform without written consent.

9.9 Anti-Circumvention Clause

Users agree not to circumvent the Platform by initiating, soliciting, or fulfilling service requests outside the Platform with any User they interacted with through Lodgy, for a period of twelve (12) months after their last transaction. Lodgy reserves the right to impose a liquidated damages fee of one thousand United States dollars (USD 1,000) per violation, in addition to account suspension or legal action.

10. Dispute Resolution and Arbitration

10.1 Mandatory Arbitration Agreement

Except as provided below, you agree that any dispute, claim, or controversy arising out of or related to these Terms or your use of the Services shall be resolved exclusively through final and binding arbitration.

10.2 Governing Rules

The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, if applicable, the Supplementary Procedures for Consumer-Related Disputes. The arbitration shall be conducted in the county of your primary residence unless otherwise agreed.

10.3 Waiver of Jury Trial and Class Actions

You and Lodgy each waive the right to a jury trial or to participate in any class action, class arbitration, or consolidated proceeding.

10.4 Small Claims and Equitable Relief

Either party may bring an individual action in small claims court or seek temporary injunctive relief in a court of competent jurisdiction without first engaging in arbitration.

10.5 Arbitration Costs

Lodgy will cover arbitration fees for claims under seventy-five thousand United States dollars unless the claim is deemed frivolous.

10.6 Survival

This arbitration provision shall survive termination of these Terms and your relationship with Lodgy.

10.7 Class Action Waiver

You waive any right to participate in or initiate any class action, class arbitration, or collective proceeding against Lodgy. All disputes must be resolved individually.

11. Intellectual Property Ownership

All content, software, algorithms, trademarks, and user interface elements on the Platform are the exclusive property of Lodgy and its licensors. You are granted a limited, non-exclusive, non-transferable license to use the Services, subject to these Terms. Any unauthorized use is strictly prohibited.

12. Platform Availability and Limitations

Lodgy may temporarily or permanently suspend, limit, or discontinue any aspect of the Services at its sole discretion. Downtime due to maintenance, updates, or technical failures is possible and does not entitle users to compensation.

13. Updates to Terms and Constructive Notice

Lodgy may revise these Terms at any time. Updates become binding when posted. Your continued use of the Services constitutes your agreement to the modified Terms. For material changes, Lodgy may provide additional notice via email or in-app messaging.

14. Force Majeure

Lodgy shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to natural disasters, government orders, strikes, pandemics, war, or Internet disruptions.

15. Export Compliance and Sanctions

You agree not to use the Services in any way that violates United States export laws or regulations. You represent and warrant that:

• You are not located in, or a resident of, a country that is subject to U.S. government embargo or sanctions;
• You are not on any U.S. government denied-party or watch list;
• You will not use the Services for any prohibited export, re-export, or end-use.

Lodgy reserves the right to terminate access to any user suspected of violating export control laws or posing a regulatory risk.

16. Survival Clause

The following provisions shall survive the termination of your use of the Platform or this Agreement:

• Sections related to payment obligations, liability limitations, indemnification, intellectual property rights, dispute resolution, arbitration, and any clauses which by their nature should reasonably survive.

17. Limitation of Liability

To the maximum extent permitted by law, Lodgy shall not be liable for:

• Indirect, incidental, special, exemplary, or consequential damages;
• Lost profits, lost data, or business interruption;
• Any damages related to services performed by third-party Contractors.

In any event, Lodgy's total liability shall not exceed the greater of:

• $500 USD;
• Or the amount you paid Lodgy in the six months preceding the claim.

18. Indemnification

You agree to indemnify and hold harmless Lodgy, its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, losses, or expenses arising from:

• Your use of the Services;
• Your violation of these Terms;
• Your interaction or transaction with any Contractor or Customer;
• Your infringement of third-party rights.

19. Entire Agreement and Severability

These Terms, including incorporated policies, constitute the entire agreement between you and Lodgy. They supersede all prior agreements or understandings.

If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

20. Contact and Notices

All notices shall be in writing and deemed given when:

• Delivered via email to the address associated with your Account;
• Posted on the Platform or sent in-app;
• Mailed to:

You agree to receive all legal communications electronically unless otherwise required by law.

21. Legal Jurisdiction and Governing Law

21.1 Governing Law

This Agreement is governed by the laws of the State of California, excluding its conflict-of-law principles.

21.2 Delaware Carve-Out

Disputes related to Lodgy's corporate governance or shareholder matters shall be governed by the laws of the State of Delaware.

21.3 Venue

Any disputes not subject to arbitration shall be resolved in the state or federal courts of San Francisco County, California. You consent to this jurisdiction.

22. Contractor Status Affirmation and Compliance

22.1 Independent Entity Acknowledgment

Each Contractor affirms that they act as an independent service provider and not as an employee, agent, or representative of Lodgy. Contractors retain control over their work schedule, equipment, client acceptance, and methods of service delivery.

22.2 California AB5 Compliance

The relationship between Lodgy and each Contractor is structured to comply with California's AB5 legislation and equivalent laws in other jurisdictions. Contractors agree that they operate independently and assume all business obligations arising from services rendered.

22.3 Sole Responsibility

Contractors are solely responsible for:

• Business registration and licensing,
• Insurance and tax filings,
• Legal compliance in all jurisdictions in which they operate.

22.4 AB5 Compliance Statement

Contractors affirm that they control their own hours, tools, client selection, and working methods, and may work on competing platforms. Lodgy does not provide supervision, uniforms, performance quotas, or required schedules, in accordance with applicable employment law definitions.

23. Insurance, Damage Waivers, and Liability Limitations

23.1 No Insurance Provided by Lodgy

Lodgy does not insure any services performed by Contractors, nor does it insure property belonging to Customers. Lodgy is not responsible for loss, theft, or damage to any personal or commercial goods.

23.2 Contractor Insurance Requirements

Contractors are encouraged to maintain commercial general liability, vehicle insurance, and any other coverage appropriate to their services. Lodgy may request proof of such insurance at any time.

23.3 Claims and Waivers

Customers agree to direct any claims related to service performance, damage, or loss to the Contractor. Lodgy disclaims liability for such incidents.

24. Algorithmic Systems and Automated Decisions

24.1 Use of AI and Algorithms

Lodgy may use automated systems to:

• Match Customers with Contractors,
• Generate Smart Estimates using historical and contextual data,
• Determine service priority, availability, or pricing logic.

24.2 Acknowledgment of Automation

You understand that some decisions may be made without human intervention. Lodgy makes no guarantees as to the accuracy or fairness of algorithmic recommendations.

25. Confidentiality and Trade Secret Protection

25.1 Confidential Platform Data

You agree not to access, use, or disclose non-public Platform data, such as pricing logic, user behavior, matching algorithms, or business strategies.

25.2 Trade Secrets

All such systems and methods are trade secrets of Lodgy and protected under federal and state law. Unauthorized use may result in legal action, including injunctive relief.

25.3 Internal Tools and Interfaces

Use of any internal tools, back-end dashboards, admin panels, or developer interfaces is strictly limited to authorized personnel.

25.4 Privacy Reference

For information on how Lodgy collects, uses, and protects personal data, please refer to our separate Privacy Policy available at: https://lodgy.ai/privacy-policy.

26. Content Moderation and Platform Safety Discretion

26.1 Moderation Rights

Lodgy reserves the right to monitor and moderate any user-generated content, including reviews, profile data, and service communications, for compliance with these Terms.

26.2 Account Actions

Lodgy may suspend or terminate user accounts at its sole discretion, particularly for content or conduct that is abusive, misleading, or endangers the trust and safety of the Platform.

26.3 Final Authority

All moderation decisions are final and are not subject to appeal, except where required by law.

27. Tax Compliance and Reporting Disclosures

27.1 IRS Reporting Requirements

Contractors acknowledge that Lodgy, through its payment processor (e.g., Stripe), may be required to issue tax reporting forms, including IRS Form 1099-K or Form 1099-NEC, in compliance with applicable federal and state tax laws.

27.2 No Tax Advice Provided

Lodgy does not provide tax, legal, or accounting advice. Contractors are solely responsible for consulting with their own tax professionals and for filing and paying all applicable taxes on income earned via the Platform.

27.3 Stripe Connect Transfers and Lodgy's Role

In cases where Lodgy collects Booking Fees from Customers and subsequently transfers such fees to Contractors (e.g., in the event of a cancellation within twenty-four (24) hours), such transfers are executed exclusively through Stripe Connect.

Contractors understand and agree that Lodgy acts solely as a platform and does not serve as the source or payer of record for such payouts. Accordingly, Lodgy shall not be responsible for issuing IRS Form 1099-NEC or 1099-K.

All applicable tax reporting will be handled by Stripe or its affiliates, pursuant to Stripe's own regulatory and compliance obligations.

27.4 Threshold Triggers

Reporting thresholds may include but are not limited to:

• Total payments exceeding six hundred United States dollars (USD 600) in a calendar year for Form 1099-NEC;
• Over twenty thousand United States dollars (USD 20,000) in volume and over two hundred (200) transactions for Form 1099-K, subject to IRS guidance and applicable state-level rules.

28. Dispute Escalation and Pre-Arbitration Notice

28.1 Informal Notice Required

Before initiating arbitration, you agree to notify Lodgy in writing and attempt informal resolution for no fewer than thirty (30) calendar days.

28.2 Content of Notice

The notice must include: your name, contact information, a summary of the dispute, affected booking ID (if applicable), and requested resolution.

28.3 Failure to Cooperate

Failure to follow this procedure may result in dismissal of your claim, unless otherwise prohibited by law.

29. Business Users and Organizational Accounts

29.1 Corporate Representation

If you register or use Lodgy on behalf of a company or other organization, you represent that you have authority to bind that entity to these Terms.

29.2 Organizational Responsibility

The entity is responsible for all activity conducted by its agents or employees on the Platform and must ensure compliance with all applicable laws and regulations.

29.3 Separate Agreements

Lodgy may require supplemental terms for enterprise or volume-based usage.

30. No Waiver and Cumulative Remedies

30.1 No Implied Waiver

Failure by Lodgy to enforce any part of these Terms shall not constitute a waiver.

30.2 Cumulative Rights

Lodgy's rights and remedies under this Agreement are cumulative and non-exclusive.

31. Severability and Reformation

If any provision of these Terms is deemed unenforceable, the remaining provisions will remain valid and enforceable. Where permitted by law, the unenforceable portion shall be modified to reflect the original intent of the parties as closely as possible.

32. Attorneys Fees and Costs

32.1 Prevailing Party Entitlement

The prevailing party in any dispute arising under these Terms may recover reasonable attorneys' fees and costs.

32.2 Limitation Against Consumers

Lodgy agrees not to seek attorneys' fees from individual consumers unless a claim is deemed frivolous or filed in bad faith.

Final section: Contact and Versioning

Lodgy, Inc.
2642 Van Ness Ave #202
San Francisco, CA 94109
Email: support@lodgy.ai

These Terms were last updated on: 05.20.2025