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

text stringlengths 0 1.41k
may have conflicts of interest with us or our stockholders, and they may
not act in our best interests or may not perform their obligations under
these contracts. If our VIE or its equity holders fail to perform their
respective obligations under the contractual arrangements, we may not be
able to enforce our rights. In addition, if the Chinese government deems
that the contractual arrangements in relation to our VIE do not comply
with Chinese governmental restrictions on foreign investment, or if
these regulations or their interpretation changes in the future, we
could be subject to penalties, be forced to cease our operations in
China, or be subject to restrictions in the future, and we may incur
additional compliance costs. The contractual arrangements with our VIE
may also be subject to scrutiny by the Chinese tax authorities and any
adjustment of related party transaction pricing could lead to additional
taxes.

*We could face liability for information or content on or accessible
through our platform.*

We could face claims relating to information or content that is made
available on our platform. Our platform relies upon content that is
created and posted by Hosts, guests, or other third parties. Although
content on our platform is typically generated by third parties, and not
by us, claims of defamation, disparagement, negligence, warranty,
personal harm, intellectual property infringement, or other alleged
damages could be asserted against us, in addition to our Hosts and
guests. While we rely on a variety of statutory and common-law
frameworks and defenses, including those provided by the DMCA, the CDA,
the fair-use doctrine and various tort law defenses in the United States
and the E-Commerce Directive in the European Union and other
regulations, differences between statutes, limitations on immunity or
responsibility, requirements to maintain immunity or proportionate
responsibility, and moderation efforts in the many jurisdictions in
which we operate may affect our ability to rely on these frameworks and
defenses, or create uncertainty regarding liability for information or
content uploaded by Hosts and guests or otherwise contributed by
third-parties to our platform.

Moreover, regulators in the United States and in other countries may
introduce new regulatory regimes that increase potential liability for
information or content available on our platform. For example, in the
United States, laws such as the CDA, which have previously been
interpreted to provide substantial protection to interactive computer
service providers, may change and become less predictable or unfavorable
by legislative action or juridical interpretation. Additionally, there
have been various federal legislative efforts to restrict the scope of
the protections available to online platforms under the CDA, and current
protections from liability for third-party content in the United States
could decrease or change. There is proposed U.S. federal legislation
seeking to hold platforms liable for user-generated content, including
content related to short-term or long-term rentals. We could incur
significant costs investigating and defending such claims and, if we are
found liable, significant damages.

The European Union is also reviewing the regulation of digital services.
In November 2022, the DSA came into force. The majority of the
substantive provisions of the DSA will begin to take effect between 2023
and 2024. The DSA will govern, among other things, potential liability
for illegal content on platforms, traceability of traders, and
transparency reporting obligations. Some European jurisdictions have
also proposed or intend to pass legislation that imposes new obligations
and liabilities on platforms with respect to certain types of harmful
content.

While the scope and timing of these proposals are currently evolving, if
enacted and applied to our platform, the new rules may adversely affect
our business. In countries in Asia and Latin America, generally there
are not similar statutes as the CDA or E-Commerce Directive. The laws of
countries in Asia and Latin America generally provide for direct
liability if a platform is involved in creating such content or has
actual knowledge of the content without taking action to take it down.
Further, laws in some Asian countries also provide for primary or
secondary liability, which can include criminal liability, if a platform
failed to take sufficient steps to prevent such content from being
uploaded. Because liability often flows from information or content on
our platform and/or services accessed through our platform, as we
continue to expand our offerings, tiers, and scope of business, both in
terms of the range of offerings and services and geographical
operations, we may face or become subject to additional or different
laws and regulations. Our potential liability for information or content
created by third parties and posted to our platform could require us to
implement additional measures to reduce our exposure to such liability,
may require us to expend significant resources, may limit the
desirability of our platform to Hosts and guests, may cause damage to
our brand or reputation, and may cause us to incur time and costs
defending such claims in litigation, thereby materially adversely
affecting our business, results of operations, and financial condition.

In the European Union, the Consumer Rights Directive and the Unfair
Commercial Practices Directive harmonized consumer rights across the EU
member states. In 2018, the European Commission and a group of European
consumer protection authorities (through the Consumer Protection
Cooperation Network) investigated our customer terms and price display
practices, which required us to make certain changes to our terms and
price display practices. If Consumer Protection Regulators find that we
are in breach of consumer protection laws, we may be fined or required
to change our terms and processes, which may result in increased
operational costs. Consumers and certain Consumer Protection
Associations may also bring individual claims against us if they believe
that our terms and/or business practices are not in compliance with
local consumer protection laws. Currently, class actions may also be

may have conflicts of interest with us or our stockholders, and they may

not act in our best interests or may not perform their obligations under

these contracts. If our VIE or its equity holders fail to perform their

respective obligations under the contractual arrangements, we may not be

able to enforce our rights. In addition, if the Chinese government deems

that the contractual arrangements in relation to our VIE do not comply

with Chinese governmental restrictions on foreign investment, or if

these regulations or their interpretation changes in the future, we

could be subject to penalties, be forced to cease our operations in

China, or be subject to restrictions in the future, and we may incur

additional compliance costs. The contractual arrangements with our VIE

may also be subject to scrutiny by the Chinese tax authorities and any

adjustment of related party transaction pricing could lead to additional

taxes.

*We could face liability for information or content on or accessible

through our platform.*

We could face claims relating to information or content that is made

available on our platform. Our platform relies upon content that is

created and posted by Hosts, guests, or other third parties. Although

content on our platform is typically generated by third parties, and not

by us, claims of defamation, disparagement, negligence, warranty,

personal harm, intellectual property infringement, or other alleged

damages could be asserted against us, in addition to our Hosts and

guests. While we rely on a variety of statutory and common-law

frameworks and defenses, including those provided by the DMCA, the CDA,

the fair-use doctrine and various tort law defenses in the United States

and the E-Commerce Directive in the European Union and other

regulations, differences between statutes, limitations on immunity or

responsibility, requirements to maintain immunity or proportionate

responsibility, and moderation efforts in the many jurisdictions in

which we operate may affect our ability to rely on these frameworks and

defenses, or create uncertainty regarding liability for information or

content uploaded by Hosts and guests or otherwise contributed by

third-parties to our platform.

Moreover, regulators in the United States and in other countries may

introduce new regulatory regimes that increase potential liability for

information or content available on our platform. For example, in the

United States, laws such as the CDA, which have previously been

interpreted to provide substantial protection to interactive computer

service providers, may change and become less predictable or unfavorable

by legislative action or juridical interpretation. Additionally, there

have been various federal legislative efforts to restrict the scope of

the protections available to online platforms under the CDA, and current

protections from liability for third-party content in the United States

could decrease or change. There is proposed U.S. federal legislation

seeking to hold platforms liable for user-generated content, including

content related to short-term or long-term rentals. We could incur

significant costs investigating and defending such claims and, if we are

found liable, significant damages.

The European Union is also reviewing the regulation of digital services.

In November 2022, the DSA came into force. The majority of the

substantive provisions of the DSA will begin to take effect between 2023

and 2024. The DSA will govern, among other things, potential liability

for illegal content on platforms, traceability of traders, and

transparency reporting obligations. Some European jurisdictions have

also proposed or intend to pass legislation that imposes new obligations

and liabilities on platforms with respect to certain types of harmful

content.

While the scope and timing of these proposals are currently evolving, if

enacted and applied to our platform, the new rules may adversely affect

our business. In countries in Asia and Latin America, generally there

are not similar statutes as the CDA or E-Commerce Directive. The laws of

countries in Asia and Latin America generally provide for direct

liability if a platform is involved in creating such content or has

actual knowledge of the content without taking action to take it down.

Further, laws in some Asian countries also provide for primary or

secondary liability, which can include criminal liability, if a platform

failed to take sufficient steps to prevent such content from being

uploaded. Because liability often flows from information or content on

our platform and/or services accessed through our platform, as we

continue to expand our offerings, tiers, and scope of business, both in

terms of the range of offerings and services and geographical

operations, we may face or become subject to additional or different

laws and regulations. Our potential liability for information or content

created by third parties and posted to our platform could require us to

implement additional measures to reduce our exposure to such liability,

may require us to expend significant resources, may limit the

desirability of our platform to Hosts and guests, may cause damage to

our brand or reputation, and may cause us to incur time and costs

defending such claims in litigation, thereby materially adversely

affecting our business, results of operations, and financial condition.

In the European Union, the Consumer Rights Directive and the Unfair

Commercial Practices Directive harmonized consumer rights across the EU

member states. In 2018, the European Commission and a group of European

consumer protection authorities (through the Consumer Protection

Cooperation Network) investigated our customer terms and price display

practices, which required us to make certain changes to our terms and

price display practices. If Consumer Protection Regulators find that we

are in breach of consumer protection laws, we may be fined or required

to change our terms and processes, which may result in increased

operational costs. Consumers and certain Consumer Protection

Associations may also bring individual claims against us if they believe

that our terms and/or business practices are not in compliance with

local consumer protection laws. Currently, class actions may also be