1. Who these terms are between
These Terms of Service ("Terms") are between you and QROMO OÜ, a company registered in Estonia (registry code: 17480292), registered address Narva mnt 5, 10117 Tallinn, Estonia, operating the st8ay platform ("st8ay," "we," "us").
st8ay connects three kinds of users, and parts of these Terms apply differently depending on which one you are:
- Hosts — property owners or managers who set up campaigns and local partnerships through the st8ay dashboard.
- Guests — people who scan a QR code at a property, view offers, and claim vouchers or rewards.
- Local partners/merchants — businesses that redeem vouchers or fulfill offers guests bring them.
By using st8ay in any of these roles, you agree to these Terms. If you're using st8ay on behalf of a business (as a host or merchant), you confirm you have authority to bind that business to these Terms.
2. What st8ay is (and isn't)
st8ay is a technology platform that lets hosts create campaigns, lets guests discover and claim offers via QR code, and lets merchants confirm redemptions. st8ay is an intermediary, not a party to the actual offer. When a host or merchant offers a discount, voucher, or reward, the host or merchant — not st8ay — is responsible for honoring it. st8ay's role is to provide the infrastructure that connects them and to keep an accurate record of what was offered, claimed, and redeemed.
This distinction needs to be legally airtight, since it's the core of the platform's liability position — a lawyer should confirm the wording actually achieves "platform, not guarantor" status in the jurisdictions we operate in, since some consumer-protection regimes look past this kind of disclaimer if the platform is perceived as the actual seller.
3. Eligibility
You must be able to form a legally binding contract to use st8ay. If you are under the age of majority in your jurisdiction, you may use the guest-facing scan-and-claim experience only with the involvement of a parent or guardian where required by local law.
[TBD] This needs a real answer: are minors permitted to use the guest flow unsupervised, e.g. a teenager scanning a QR code at a family property? Most jurisdictions don't require anything special for viewing a discount offer, but this should be confirmed rather than assumed.
Hosts and merchants must be legally authorized to represent the business they're registering.
4. Accounts (hosts and merchants)
Hosts and merchants need an account to access the dashboard or redemption portal. You're responsible for:
- Providing accurate information about your business, properties, and offers.
- Keeping your login credentials secure and telling us promptly if you suspect unauthorized access.
- Everything that happens under your account, unless caused by our failure to keep the platform secure.
Guests generally do not need an account to view or claim a first offer — an account (or saved contact details) is only needed if you choose to save rewards for later use.
5. Host obligations
As a host, you agree that:
- You have the right to offer whatever discounts, perks, or rewards you list for your own property (late checkout, welcome offers, etc.).
- Any local partner or merchant you add has agreed to the terms of the offer you're listing on their behalf — st8ay does not verify this agreement independently, and you're responsible for having it in place.
- You'll honor the offers you list, and won't use st8ay to advertise anything illegal, misleading, or discriminatory.
- You're responsible for complying with local laws that apply to your property and promotions — including any local rules on advertising discounts, consumer protection, and tax treatment of promotional offers.
This varies significantly by country — worth a note in onboarding materials pointing hosts to check their own local regulations, since it can't realistically be verified for every host/jurisdiction.
6. Guest terms
- Offers shown through st8ay are provided by the host or the local merchant, not by st8ay itself. Availability, expiration, and terms of each offer are set by whoever is offering it, and may change or end without notice.
- st8ay does not guarantee that any specific offer will be honored by the business providing it — if a merchant doesn't honor a valid, unexpired offer, contact us and we'll do what we reasonably can (including removing that merchant from the platform), but we are not the seller of the underlying product or service and can't guarantee a refund or resolution on the merchant's behalf.
- Claiming an offer does not create a purchase obligation — there's no requirement to buy anything to view or claim a reward.
- Rewards are not transferable to another person unless the specific offer says otherwise, and have no cash value beyond what's stated in the offer itself.
Worth confirming this stays true for every reward type launched — if any future mechanic ever requires a guest to spend money to be eligible for a reward, this section and possibly the regulatory position change.
7. Wallets and crypto-based rewards
Some rewards may be delivered via a digital wallet, including rewards on blockchain networks such as Solana, or in stablecoins such as USDC or EURC. If you use this feature:
- You understand blockchain transactions are generally irreversible once confirmed, and st8ay cannot reverse, cancel, or recover a transaction that has already been processed on-chain.
- The value of any crypto-denominated reward can fluctuate and is not guaranteed by st8ay.
- You are responsible for the security of any wallet you control the keys to, including if you transfer rewards out of the st8ay-provided wallet to a wallet of your own.
- Nothing in st8ay constitutes financial, investment, or tax advice, and you're responsible for any tax obligations arising from rewards you receive, including crypto-denominated ones.
- Availability of crypto-based rewards may vary by region due to local regulation, and may be withdrawn or changed if the regulatory environment requires it.
This entire section needs dedicated legal review, ideally from someone with crypto/fintech regulatory experience — the regulatory treatment of reward tokens, stablecoins, and custodial vs non-custodial wallets varies a lot by country and changes frequently. This draft section is not sufficient on its own before real-value crypto rewards go live in production.
8. Fees and payment (hosts)
- Paid plans are billed as described at the time of purchase (monthly or as otherwise agreed).
- We may change pricing for future billing periods with reasonable advance notice.
[TBD] Actual billing cadence, currency, and whether prices are tax-inclusive still need to be finalized. The actual cancellation and refund policy also needs a specific answer, not a placeholder — EU consumer law has specific requirements around cancellation rights that may apply depending on how hosts are classified (business vs. sole trader/consumer-like status varies by country).
9. Acceptable use
You agree not to:
- Fake, manipulate, or automate scans, claims, or redemptions to generate rewards you're not entitled to.
- Reverse-engineer, scrape, or attempt to access st8ay's systems outside the normal use of the product.
- List or facilitate offers that are illegal, fraudulent, or misleading.
- Use st8ay to collect personal data about guests beyond what's needed to operate your own campaigns, or share that data in a way that violates the Privacy Policy.
We may suspend or terminate accounts that violate this section, with or without notice depending on severity.
10. Intellectual property
st8ay retains ownership of the platform, its software, and its branding. Hosts and merchants retain ownership of their own content (property information, offers, branding) uploaded to st8ay, and grant us a license to display and use that content solely to operate the service for you.
11. Disclaimers and limitation of liability
st8ay is provided "as is." We don't guarantee the service will be uninterrupted or error-free, and we don't guarantee specific business outcomes for hosts (such as a particular redemption rate or amount of ancillary revenue).
Important: a blanket "we are not liable for anything" clause is generally not fully enforceable against consumers under EU law, and Estonian/EU consumer protection rules impose mandatory rights that can't be waived by contract. A lawyer needs to write the actual limitation-of-liability language here — do not publish an aggressive US-style disclaimer and assume it holds in an EU context, especially for the guest-facing side of this agreement.
12. Indemnification (hosts and merchants)
Hosts and merchants agree to indemnify st8ay against claims arising from the offers, promotions, or local partnerships they list — for example, if a guest disputes an offer that a host or merchant failed to honor, or if a host lists an offer that turns out to be illegal in their jurisdiction.
Standard clause, but a lawyer should confirm scope and that it's mutual/fair enough to actually hold up and not deter hosts from signing up.
13. Termination
Either party can end the relationship: hosts and merchants can close their accounts at any time, and we can suspend or terminate accounts for violations of these Terms, non-payment, or as needed to comply with law. On termination, outstanding host obligations (like unpaid fees) survive; guest rewards already validly claimed remain subject to their own terms.
14. Changes to these terms
We may update these Terms as the product evolves. We'll update the "last updated" date, and for material changes affecting hosts or merchants under active contracts, we'll give reasonable advance notice.
15. Governing law and disputes
These Terms are governed by the laws of Estonia.
This needs a specific decision with a lawyer: for guest-facing consumer terms, EU law generally gives consumers the right to rely on protections of their own country of residence regardless of a chosen governing law clause — so a flat "Estonian law governs everything" statement may not actually override a French or Swedish guest's local consumer rights. This is a common drafting mistake worth catching before publishing, not after.