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

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property or in which we agree to provide indemnification to third
parties with respect to certain matters, including losses arising from
our breach of such agreements or from intellectual property infringement
claims, or where we make other contractual commitments to third parties.
We also have indemnification agreements with certain of our directors,
executive officers, and certain other employees that require us, among
other things, to indemnify them against certain liabilities that may
arise by reason of their status or service as directors or officers. We
may be subject to litigation stemming from these obligations.

We are also subject to unclaimed or abandoned property (escheatment)
laws which require us to turn over to government authorities the
property of others held by us that has been unclaimed for a period
specified by such laws, as well as audits by government authorities
regarding our escheatment practices, which may result in additional
escheatment of unclaimed property and payment of interest and penalties.
The laws governing unclaimed property matters are complex and subject to
varying interpretations by companies and government authorities. An
unfavorable audit could negatively impact our results of operations and
cash flows in future periods.

Adverse results in any regulatory inquiry, litigation, legal
proceedings, audit, or claims may include awards of potentially
significant monetary damages, including statutory damages for certain
causes of action in certain jurisdictions, penalties, fines,
compensation orders, injunctive relief, royalty or licensing agreements,
or orders preventing us from offering certain services. Moreover, many
regulatory inquiries, litigation, legal proceedings, or claims are
resolved by settlements that can include both monetary and nonmonetary
components. Adverse results or settlements may result in changes in our
business practices in significant ways, increased operating and
compliance costs, and a loss of revenue. In addition, any litigation or
pre-litigation claims against us, whether or not meritorious, are time
consuming, require substantial expense, and result in the diversion of
significant operational resources. We use various software platforms
that in some instances have limited functionality which may impede our
ability to fully retrieve records. In addition, our insurance may not
cover all potential claims to which we are exposed and may not be
adequate to indemnify us for all liability that may be imposed. As we
continue to grow, regulatory inquiries, litigation, legal proceedings,
and other claims will continue to consume significant company resources
and adverse results in future matters could materially adversely affect
our business, results of operations, and financial condition.

15

*If we are unable to manage the risks presented by our business model
internationally, our business, results of operations, and financial
condition would be materially adversely affected.*

We are a global platform with Hosts in more than 220 countries and
regions and over 100,000 cities and towns, and a global guest community.
As of December 1, 2022, we had offices in 29 cities and had
approximately 2,820 employees located internationally. For the year
ended December 1, 2022, 54% of our revenue was generated from listings
outside of the United States. We expect to continue to make investments
to expand our international operations. Managing a global organization
is difficult, time consuming, and expensive, and requires significant
management attention and careful prioritization, and any international
expansion efforts that we may undertake may not be successful. In
addition, conducting international operations subjects us to risks,
which include:

•operational and compliance challenges caused by distance, language, and
cultural differences;

•the cost and resources required to localize our platform and services,
which often requires the translation of our platform into foreign
languages and adaptation for local practices and regulatory
requirements;

•unexpected, more restrictive, differing, and conflicting laws and
regulations, including those laws governing Internet activities,
short-term and long-term rentals (including those implemented in
response to the COVID-19 pandemic), tourism, tenancy, taxes, licensing,
payments processing, messaging, marketing activities, registration
and/or verification of guests, ownership of intellectual property,
content, data collection and privacy, security, data localization, data
transfer and government access to personal information, and other
activities important to our business;

•uncertainties regarding the interpretation of national and local laws
and regulations, uncertainty in the enforceability of legal rights, and
uneven application of laws and regulations to businesses, in particular
U.S. companies;

•competition with companies that understand local markets better than we
do, or that have a local presence and pre-existing relationships with
potential Hosts and guests in those markets;

•differing levels of social acceptance of home sharing, our brand, and
offerings;

•legal uncertainty regarding our liability for the listings, the
services, and content provided by Hosts, guests, and other third
parties;

•uncertain resolutions of litigation or regulatory inquiries;

•variations in payment forms for Hosts and guests, increased operational

property or in which we agree to provide indemnification to third

parties with respect to certain matters, including losses arising from

our breach of such agreements or from intellectual property infringement

claims, or where we make other contractual commitments to third parties.

We also have indemnification agreements with certain of our directors,

executive officers, and certain other employees that require us, among

other things, to indemnify them against certain liabilities that may

arise by reason of their status or service as directors or officers. We

may be subject to litigation stemming from these obligations.

We are also subject to unclaimed or abandoned property (escheatment)

laws which require us to turn over to government authorities the

property of others held by us that has been unclaimed for a period

specified by such laws, as well as audits by government authorities

regarding our escheatment practices, which may result in additional

escheatment of unclaimed property and payment of interest and penalties.

The laws governing unclaimed property matters are complex and subject to

varying interpretations by companies and government authorities. An

unfavorable audit could negatively impact our results of operations and

cash flows in future periods.

Adverse results in any regulatory inquiry, litigation, legal

proceedings, audit, or claims may include awards of potentially

significant monetary damages, including statutory damages for certain

causes of action in certain jurisdictions, penalties, fines,

compensation orders, injunctive relief, royalty or licensing agreements,

or orders preventing us from offering certain services. Moreover, many

regulatory inquiries, litigation, legal proceedings, or claims are

resolved by settlements that can include both monetary and nonmonetary

components. Adverse results or settlements may result in changes in our

business practices in significant ways, increased operating and

compliance costs, and a loss of revenue. In addition, any litigation or

pre-litigation claims against us, whether or not meritorious, are time

consuming, require substantial expense, and result in the diversion of

significant operational resources. We use various software platforms

that in some instances have limited functionality which may impede our

ability to fully retrieve records. In addition, our insurance may not

cover all potential claims to which we are exposed and may not be

adequate to indemnify us for all liability that may be imposed. As we

continue to grow, regulatory inquiries, litigation, legal proceedings,

and other claims will continue to consume significant company resources

and adverse results in future matters could materially adversely affect

our business, results of operations, and financial condition.

15

*If we are unable to manage the risks presented by our business model

internationally, our business, results of operations, and financial

condition would be materially adversely affected.*

We are a global platform with Hosts in more than 220 countries and

regions and over 100,000 cities and towns, and a global guest community.

As of December 1, 2022, we had offices in 29 cities and had

approximately 2,820 employees located internationally. For the year

ended December 1, 2022, 54% of our revenue was generated from listings

outside of the United States. We expect to continue to make investments

to expand our international operations. Managing a global organization

is difficult, time consuming, and expensive, and requires significant

management attention and careful prioritization, and any international

expansion efforts that we may undertake may not be successful. In

addition, conducting international operations subjects us to risks,

which include:

•operational and compliance challenges caused by distance, language, and

cultural differences;

•the cost and resources required to localize our platform and services,

which often requires the translation of our platform into foreign

languages and adaptation for local practices and regulatory

requirements;

•unexpected, more restrictive, differing, and conflicting laws and

regulations, including those laws governing Internet activities,

short-term and long-term rentals (including those implemented in

response to the COVID-19 pandemic), tourism, tenancy, taxes, licensing,

payments processing, messaging, marketing activities, registration

and/or verification of guests, ownership of intellectual property,

content, data collection and privacy, security, data localization, data

transfer and government access to personal information, and other

activities important to our business;

•uncertainties regarding the interpretation of national and local laws

and regulations, uncertainty in the enforceability of legal rights, and

uneven application of laws and regulations to businesses, in particular

U.S. companies;

•competition with companies that understand local markets better than we

do, or that have a local presence and pre-existing relationships with

potential Hosts and guests in those markets;

•differing levels of social acceptance of home sharing, our brand, and

offerings;

•legal uncertainty regarding our liability for the listings, the

services, and content provided by Hosts, guests, and other third

parties;

•uncertain resolutions of litigation or regulatory inquiries;

•variations in payment forms for Hosts and guests, increased operational