MemGPT/example-sec-filings · Datasets at Hugging Face

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*We are subject to regulatory inquiries, litigation, and other disputes,
which have materially adversely affected and could materially adversely
affect our business, results of operations, and financial condition.*

We have been, and expect to continue to be, a party to various legal and
regulatory claims, litigation or pre-litigation disputes, and
proceedings arising in the normal course of business. The number and
significance of these claims, disputes, and proceedings have increased
as our company has grown larger, the number of bookings on our platform
has increased, there is increased brand awareness, and the scope and
complexity of our business have expanded, and we expect they will
continue to increase.

We have been, and expect to continue to be, subject to various
government inquiries, investigations, audits, and proceedings related to
legal and regulatory requirements such as compliance with laws related
to short-term rentals, long-term rentals, and home sharing, tax,
escheatment, consumer protection, pricing and currency display,
advertising, discrimination, data sharing, payment processing, data

14

privacy, data security, cancellation policies, and competition. In many
cases, these inquiries, investigations, and proceedings can be complex,
time consuming, costly to investigate, and require significant company
and also management attention. For certain matters, we are implementing
recommended changes to our products, operations, and compliance
practices, including enabling tax collection, tax reporting, display of
Host registration numbers, and removal of noncompliant listings. We are
unable to predict the outcomes and implications of such inquiries,
investigations, and proceedings on our business, and such inquiries,
investigations, and proceedings could result in damages, large fines and
penalties, and require changes to our products and operations, and
materially adversely affect our brand, reputation, business, results of
operations, and financial condition. In some instances, applicable laws
and regulations do not yet exist or are being adopted and implemented to
address certain aspects of our business, and such adoption or change in
their interpretation could further alter or impact our business and
subject us to future government inquiries, investigations, and
proceedings.

We have been involved in litigation with national governments, trade
associations and industry bodies, municipalities, and other government
authorities, including as a plaintiff and as a defendant, concerning
laws seeking to limit or outlaw short-term and long-term rentals and to
impose obligations or liability on us as a platform. In the United
States, we have been involved in various lawsuits concerning whether our
platform is responsible for alleged wrongful conduct by Hosts who engage
in short-term rentals. Claims in such cases have alleged illegal hotel
conversions, real estate license requirements, violations of municipal
law around short-term occupancy or rentals, unlawful evictions, or
violations of lease provisions or homeowners'association rules. Legal
claims have been asserted for alleged discriminatory conduct undertaken
by Hosts against certain guests, and for our own platform policies or
business practices. Changes to the interpretation of the applicability
of fair housing, civil rights, or other statutes to our business or the
conduct of our users could materially adversely impact our business,
results of operations, and financial condition. We may also become more
vulnerable to third-party claims as U.S. laws such as the Digital
Millennium Copyright Act ("MCA", the Stored Communications Act, and the
Communications Decency Act ("DA", and non-U.S. laws such as the DSA and
the European E-Commerce Directive and its national transpositions are
interpreted by the courts or otherwise modified or amended, as our
platform and services to our Hosts and guests continue to expand, and as
we expand geographically into jurisdictions where the underlying laws
with respect to the potential liability of online intermediaries such as
ourselves are either unclear or less favorable.

In addition, we face claims and litigation relating to fatalities,
shootings, other violent acts, illness (including COVID-19),
cancellations and refunds, personal injuries, property damage, carbon
monoxide incidents, hidden camera incidents, and privacy violations that
occurred at listings or experiences during a booking made on our
platform. We also have had putative class action litigation and
government inquiries, and could face additional litigation and
government inquiries and fines relating to our business practices,
cancellations, and other consequences due to natural disasters or other
unforeseen events beyond our control such as wars, regional hostilities,
health concerns, including epidemics and pandemics such as COVID-19, or
law enforcement demands, and other regulatory actions.

Notwithstanding the decision of the Court of Justice of the European
Union ("JEU" on December 19, 2019 ruling that Airbnb is a provider of
information society services under the E-Commerce Directive, there
continue to be new laws and government initiatives within the European
Union attempting to regulate Airbnb as a platform. In several cases,
national courts are evaluating whether certain local rules imposing
obligations on platforms can be enforced against us. For example, we are
challenging laws in various European jurisdictions requiring short-term
rental platforms to act as withholding tax agent for Host income taxes,
to collect and remit tourist taxes, and to disclose user data. Adverse
rulings in these national cases are possible and could result in changes
to our business practices in significant ways, increased operating and
compliance costs, and lead to a loss of revenue for us. In addition, the
DSA came into force in November 2022, and amends certain aspects of the
E-Commerce Directive to enhance the rules that apply to platforms.

In addition, in the ordinary course of business, disputes may arise
because we are alleged to have infringed third parties'intellectual

*We are subject to regulatory inquiries, litigation, and other disputes,

which have materially adversely affected and could materially adversely

affect our business, results of operations, and financial condition.*

We have been, and expect to continue to be, a party to various legal and

regulatory claims, litigation or pre-litigation disputes, and

proceedings arising in the normal course of business. The number and

significance of these claims, disputes, and proceedings have increased

as our company has grown larger, the number of bookings on our platform

has increased, there is increased brand awareness, and the scope and

complexity of our business have expanded, and we expect they will

continue to increase.

We have been, and expect to continue to be, subject to various

government inquiries, investigations, audits, and proceedings related to

legal and regulatory requirements such as compliance with laws related

to short-term rentals, long-term rentals, and home sharing, tax,

escheatment, consumer protection, pricing and currency display,

advertising, discrimination, data sharing, payment processing, data

14

privacy, data security, cancellation policies, and competition. In many

cases, these inquiries, investigations, and proceedings can be complex,

time consuming, costly to investigate, and require significant company

and also management attention. For certain matters, we are implementing

recommended changes to our products, operations, and compliance

practices, including enabling tax collection, tax reporting, display of

Host registration numbers, and removal of noncompliant listings. We are

unable to predict the outcomes and implications of such inquiries,

investigations, and proceedings on our business, and such inquiries,

investigations, and proceedings could result in damages, large fines and

penalties, and require changes to our products and operations, and

materially adversely affect our brand, reputation, business, results of

operations, and financial condition. In some instances, applicable laws

and regulations do not yet exist or are being adopted and implemented to

address certain aspects of our business, and such adoption or change in

their interpretation could further alter or impact our business and

subject us to future government inquiries, investigations, and

proceedings.

We have been involved in litigation with national governments, trade

associations and industry bodies, municipalities, and other government

authorities, including as a plaintiff and as a defendant, concerning

laws seeking to limit or outlaw short-term and long-term rentals and to

impose obligations or liability on us as a platform. In the United

States, we have been involved in various lawsuits concerning whether our

platform is responsible for alleged wrongful conduct by Hosts who engage

in short-term rentals. Claims in such cases have alleged illegal hotel

conversions, real estate license requirements, violations of municipal

law around short-term occupancy or rentals, unlawful evictions, or

violations of lease provisions or homeowners'association rules. Legal

claims have been asserted for alleged discriminatory conduct undertaken

by Hosts against certain guests, and for our own platform policies or

business practices. Changes to the interpretation of the applicability

of fair housing, civil rights, or other statutes to our business or the

conduct of our users could materially adversely impact our business,

results of operations, and financial condition. We may also become more

vulnerable to third-party claims as U.S. laws such as the Digital

Millennium Copyright Act ("MCA", the Stored Communications Act, and the

Communications Decency Act ("DA", and non-U.S. laws such as the DSA and

the European E-Commerce Directive and its national transpositions are

interpreted by the courts or otherwise modified or amended, as our

platform and services to our Hosts and guests continue to expand, and as

we expand geographically into jurisdictions where the underlying laws

with respect to the potential liability of online intermediaries such as

ourselves are either unclear or less favorable.

In addition, we face claims and litigation relating to fatalities,

shootings, other violent acts, illness (including COVID-19),

cancellations and refunds, personal injuries, property damage, carbon

monoxide incidents, hidden camera incidents, and privacy violations that

occurred at listings or experiences during a booking made on our

platform. We also have had putative class action litigation and

government inquiries, and could face additional litigation and

government inquiries and fines relating to our business practices,

cancellations, and other consequences due to natural disasters or other

unforeseen events beyond our control such as wars, regional hostilities,

health concerns, including epidemics and pandemics such as COVID-19, or

law enforcement demands, and other regulatory actions.

Notwithstanding the decision of the Court of Justice of the European

Union ("JEU" on December 19, 2019 ruling that Airbnb is a provider of

information society services under the E-Commerce Directive, there

continue to be new laws and government initiatives within the European

Union attempting to regulate Airbnb as a platform. In several cases,

national courts are evaluating whether certain local rules imposing

obligations on platforms can be enforced against us. For example, we are

challenging laws in various European jurisdictions requiring short-term

rental platforms to act as withholding tax agent for Host income taxes,

to collect and remit tourist taxes, and to disclose user data. Adverse

rulings in these national cases are possible and could result in changes

to our business practices in significant ways, increased operating and

compliance costs, and lead to a loss of revenue for us. In addition, the

DSA came into force in November 2022, and amends certain aspects of the

E-Commerce Directive to enhance the rules that apply to platforms.

In addition, in the ordinary course of business, disputes may arise

because we are alleged to have infringed third parties'intellectual