License Agreement for Short-Term Use
Last Updated March 10th, 2026
Applicability of Agreement. This Agreement applies to all reservations made on or after March 10, 2026. Reservations made prior to March 10, 2026 shall remain governed by the license agreement, terms, and conditions agreed to by Guest at the time of booking or check-in, which shall remain in full force and effect for such reservations.
Updates to Agreement. Saray may update or modify this Agreement from time to time. The version of this Agreement in effect at the time the reservation is made shall govern the reservation and Guest’s use of the Property.
This License Agreement for Short-Term Use (the “Agreement”) governs the limited, revocable, and non-exclusive license (the “License”) to enter, occupy, and use the vacation rental property (the “Property”) as specified in the booking confirmation issued at the time of booking (the “Booking Confirmation”).
The Booking Confirmation shall set forth the specific details of the reservation, including the Property address, reservation dates (the “Use Period”), occupancy limits, cancellation policy (the "Cancellation Policy”), accommodation fare (the “Use Fee”), applicable fees, and any additional fees, and is hereby incorporated into this Agreement by reference. If a reservation is made through a third-party booking platform, including but not limited to Airbnb, VRBO, Booking.com, or similar services (each, a “Booking Platform”), the Booking Confirmation will be provided by the Booking Platform.
This Agreement is entered into between SARAY LLC (“Saray”), acting for itself and as authorized hospitality operator for the owner of the Property (the “Owner”), and the person or persons identified as guests in the applicable Booking Confirmation (collectively, the “Guest”). Saray and Guest may each be referred to herein individually as a “Party” and collectively as the “Parties.”
1. Guest Acknowledgements:
1.1 Stay Rules:
Guest acknowledges and agrees that the property is subject to certain house rules, usage restrictions, and operational requirements (the “Stay Rules”), which are provided to Guest prior to booking, displayed on the applicable booking platform or website, and included in the Booking Confirmation. Guest agrees to comply with all Stay Rules at all times during the Use Period. Violation of the Stay Rules may result in termination of this Agreement, removal from the Property, and additional charges, including but not limited to cleaning fees, damage charges, penalties, or forfeiture of amounts paid, as permitted under this Agreement and applicable law. Saray reserves the right to refuse entry or require Guest, occupants, or visitors to vacate the Property if Saray reasonably determines that any Stay Rule has been violated, or that their presence poses a safety risk, violates applicable laws, or materially disrupts neighbors or the surrounding community.
1.2 Terms:
By making a reservation or occupying the Property, Guest acknowledges that Guest has read, understands, and agrees to be bound by all terms, conditions, and policies governing the reservation and use of the Property, including this Agreement, the Booking Confirmation, the Privacy Policy, Website Terms and Conditions, the Stay Rules, and the Cancellation Policy as set forth in the Booking Confirmation and in Section 2.7 (collectively, the “Terms”).
Each of the foregoing policies is incorporated into this Agreement by reference and is accessible through the hyperlinks provided with this Agreement on Saray’s website and/or in reservation communications. It is the Guest's responsibility to read and understand these Terms including all rules, standards, policies, and requirements prior to booking the Property.
1.3 Platform Terms:
If a reservation is made through a Booking Platform, Guest acknowledges that such Booking Platform may impose additional terms and conditions applicable to the reservation (the “Platform Terms”). To the extent required by the applicable Booking Platform, the Platform Terms shall govern in the event of any direct conflict with these Terms.
1.4 Guest Acknowledgements:
Guest further acknowledges that execution of this Agreement and completion of any required check-in forms are conditions of Guest’s occupancy of the Property. Failure to complete such requirements may result in denial of access to the Property or cancellation of the reservation as permitted under the applicable reservation terms.
2. Reservation Terms:
2.1 License to Use.
Booking the Property grants Guest only a limited, revocable, and non-exclusive license to enter, occupy, and use the Property solely for temporary lodging and transient purposes during the Use Period specified in the Booking Confirmation. Saray, the Owner, and their respective agents, employees, contractors, and representatives may enter the Property when reasonably necessary for operational, safety, maintenance, or emergency purposes, or to verify compliance with the Terms. This Agreement is not a lease and does not create a landlord-tenant relationship or grant Guest any tenancy, residency, or other real property rights in the Property, and Guest shall not use the Property as a primary residence, mailing address, or place of domicile. The License granted under this Agreement shall automatically terminate at the end of the Use Period, unless earlier terminated in accordance with these Terms, and Guest shall immediately vacate the Property upon such termination.
2.2 Forcible Detainer.
If Guest fails to vacate the Property at the end of the Use Period, Saray or Owner may require Guest to leave the Property in any manner permitted under applicable law, including contacting the appropriate authorities or initiating a judicial action seeking possession and damages, including reasonable attorney’s fees. Saray reserves the right to impose reasonable overstay charges or penalties for any unauthorized occupancy beyond the Use Period.
2.3 Use Fee and Total Price.
When Guest reserves the Property, Guest agrees to pay all charges for the reservation including the Use Fee, applicable fees, taxes, and any other amounts identified during checkout or in the Booking Confirmation (collectively, “Total Price”). If the Property is booked via a Booking Platform additional fees and/or taxes might be added to the Total Price, and Guest hereby acknowledges and agrees to all such additional fees. Saray may charge additional fees in connection with the reservation, including, without limitation, service fees, booking fees, cleaning fees, administrative fees, or other charges related to the reservation or transaction (collectively, “Fees”). All applicable Fees will be disclosed to Guest prior to completing the booking and will be reflected in the Booking Confirmation. Unless otherwise expressly stated in the Booking Confirmation or any applicable agreement, Fees are earned upon confirmation of the reservation and are non-refundable. Saray reserves the right to determine, modify, or structure Fees at its discretion, including the method by which such Fees are calculated, applied, or presented, to the fullest extent permitted by applicable law.
2.4 Manner of Payment.
If the Property is booked through a Booking Platform, the Use Fee and any other applicable charges shall be paid and processed in accordance with the terms, conditions, and policies of the applicable Booking Platform.
If the Property is booked directly through Saray or the Owner (including via direct booking, the Saray website, or any other direct booking platform designated by Saray or the Owner), fifty percent (50%) of the Use Fee and any other applicable fees shall be due at the time of booking, and the remaining fifty percent (50%) of the Use Fee and any other applicable fees shall be due at the commencement of the Use Period (check-in), unless otherwise agreed in writing. Payments shall be made using a payment method accepted by Saray through its designated payment processor.
All amounts payable under this Agreement are stated in and shall be paid in United States Dollars (USD), unless otherwise specified in the Booking Confirmation. If a reservation is made through a Booking Platform that permits payment in another currency, any currency conversion shall be determined and processed by the applicable Booking Platform or payment processor.
2.5 Payment Authorization.
Guest represents and warrants that Guest is the authorized holder of, or has lawful authority to use, the payment method provided in connection with the reservation. If Guest is making the reservation on behalf of a business or other legal entity, Guest represents and warrants that Guest has the legal authority to bind such entity to this Agreement.
Guest authorizes Saray, the Owner, and their designated payment processors to charge the payment method provided for all amounts due in connection with the reservation, including the Use Fee, applicable fees, taxes, and any additional charges incurred under the Terms.
Guest further authorizes Saray to charge the payment method on file for any unpaid amounts owed under this Agreement, including but not limited to damages to the Property, additional cleaning charges, penalties for violations of the Terms, overstay charges, missing items, or any other amounts incurred by Guest during the Use Period, including charges that arise after the Use Period has ended.
If any payment is declined, reversed, or otherwise cannot be processed, Saray reserves the right to require an alternative payment method or to cancel the reservation or deny access to the Property.
2.6 Chargebacks and Fraud.
Guest agrees not to initiate any chargeback or payment dispute with respect to any amounts that are validly due under this Agreement. In the event Guest initiates a chargeback or payment dispute in connection with amounts properly charged under the Terms, Saray reserves the right to pursue recovery of such amounts, including any associated fees, administrative costs, and reasonable attorney’s fees to the fullest extent permitted by applicable law.
Guest represents and warrants that the payment method used for the reservation is lawfully owned by Guest or that Guest has full authorization from the lawful account holder to use such payment method.
If Saray reasonably suspects that a reservation or payment is fraudulent, unauthorized, or otherwise unlawful, Saray reserves the right to cancel the reservation, deny access to the Property, or require alternative verified payment prior to check-in.
Saray reserves the right to verify the validity of any payment method provided by Guest. If Saray is unable to validate a payment method, or reasonably believes that a payment is unauthorized, fraudulent, or otherwise unlawful, Saray may require an alternative verified form of payment, cancel the reservation, or deny access to the Property.
Saray may cooperate with law enforcement authorities and provide information as required by law or legal process in connection with suspected fraud, unauthorized payments, or other unlawful activity.
2.7 Cancellations.
Guest may cancel the reservation for a full refund within twenty-four (24) hours of booking, unless the Booking Confirmation specifies otherwise. For cancellations made after the initial twenty-four (24) hour period, the applicable cancellation terms shall be determined as follows:
2.7.1. If the Property is booked via a Booking Platform, Guest may cancel in accordance with the cancellation policy and procedures of the applicable Booking Platform.
2.7.2. If the Property is booked directly through Saray or the Owner (including via direct booking, the Saray website, or any other direct booking platform designated by Saray or the Owner), the cancellation terms applicable to the reservation shall be those specified in the Booking Confirmation.
2.7.3. Refunds, if any, shall be processed using the original payment method unless otherwise determined by Saray.
2.7.4. Except as expressly provided in the applicable cancellation policy, no refunds shall be issued for no-shows, late arrivals, or early departures. Saray and the Owner shall not be responsible for refunds, compensation, or alternative accommodations if the Property becomes unavailable or unusable due to circumstances beyond their reasonable control, including but not limited to natural disasters, severe weather, governmental orders, utility failures, mechanical failures, or other events outside Saray’s control.
2.8 Changes to Reservation; Early Departure.
Guest may request changes to the reservation, including modifications to the Use Period, subject to availability and approval by Saray and/or the Owner. Any approved changes may result in adjustments to the Use Fee or other applicable charges.
If Guest elects to depart from the Property prior to the end of the Use Period, no refund shall be provided for any unused portion of the reservation unless otherwise required by applicable law or expressly agreed by Saray or the Owner in writing.
2.9 International Travels.
If your reservation involves travel across international borders, you acknowledge and agree that you are solely responsible for ensuring that you meet all applicable travel, entry, and health requirements associated with your itinerary. This includes, without limitation, obtaining and maintaining valid passports, visas, permits, or other required documentation, as well as complying with any applicable laws, regulations, health protocols, or governmental requirements of the destination and any transit jurisdictions. You further acknowledge that travel requirements and conditions may change at any time, including after a reservation has been made, and that SARĀY has no control over such requirements or changes. SARĀY makes no representations or warranties regarding your ability to travel to, enter, or remain in any destination. SARĀY shall not be responsible or liable for any inability to travel, denial of boarding, refusal of entry, delay, or other disruption arising from your failure to comply with applicable travel requirements or from any governmental action, restriction, or policy. Any such circumstances shall not, in and of themselves, entitle you to a refund, credit, or cancellation outside of the applicable cancellation terms set forth in the Booking Confirmation or License Agreement. You are encouraged to review applicable travel advisories, entry requirements, and health guidance issued by relevant governmental authorities prior to booking and again prior to travel.
3. Termination of Agreement:
Saray reserves the right to terminate this Agreement and revoke the License granted to Guest if Guest, any occupant, or any invitee violates the Terms, applicable laws, community rules, or causes damage, disturbance, or safety concerns at or around the Property.
Upon termination of this Agreement, Guest shall immediately vacate the Property. Saray may exercise any rights or remedies available under applicable law to recover possession of the Property and to seek recovery of damages, fees, and costs resulting from such breach.
4. Property Condition and Damages:
4.1 Condition of Property.
The Property is provided to Guest in its existing condition at the commencement of the Use Period, and Guest accepts the Property in such condition unless Guest reports any damage, maintenance issue, or housekeeping concern to Saray within a reasonable time after arrival. Guest agrees to maintain the Property in a clean and orderly condition and to return the Property in substantially the same condition as received, ordinary wear and tear excepted.
4.2 Reporting Maintenance Issues.
Guest agrees to notify Saray as soon as reasonably practicable of any maintenance issue, housekeeping concern, or potentially hazardous condition discovered at the Property during the Use Period. Guest shall provide Saray a reasonable opportunity to investigate and address any reported condition.
4.3 Access for Maintenance and Repairs.
Saray, the Owner, and their respective agents or contractors may enter the Property at reasonable times and with reasonable notice to inspect, maintain, or repair the Property, or immediately in the event of an emergency affecting persons or property.
4.4 Shared Amenities.
If the Property provides access to amenities that are shared with other residents or properties, including but not limited to parking areas, pools, recreational facilities, or common spaces, Guest acknowledges that the availability, maintenance, and operation of such amenities may be controlled by third parties and are not guaranteed by Saray.
4.5 Damage and Loss.
Guest shall be responsible for any damage to the Property or its furnishings, fixtures, appliances, or contents beyond ordinary wear and tear caused by Guest, any occupant, or any visitor or invitee of Guest during the Use Period. Guest shall also be responsible for the cost of repairing such damage, replacing missing items, or addressing any condition requiring excessive cleaning beyond normal use.
4.6 Additional Charges and Security Deposit.
4.6.1 Authorization for Additional Charges.
Saray reserves the right to charge the payment method on file for the reasonable cost of repairing damages, replacing missing items, performing additional cleaning, or otherwise remedying any violation of the Terms, including amounts that arise after the end of the Use Period.
4.6.2 Security Deposit Requirement.
Saray may require a security deposit or pre-authorization hold (the “Security Deposit”) in connection with any reservation, regardless of whether the reservation is made directly with Saray or through a Booking Platform. The amount of the Security Deposit, if applicable, shall be specified in the Booking Confirmation.
4.6.3 Use of Security Deposit.
The Security Deposit may be used to cover any amounts owed by Guest under this Agreement, including but not limited to property damage, missing items, excessive cleaning, unpaid fees, penalties, or any other charges incurred during or after the Use Period.
4.6.4 Return of Security Deposit.
Any unused portion of the Security Deposit shall be released or refunded to Guest within seven (7) business days after the end of the Use Period, subject to the reasonable time required to inspect the Property and assess any damages or additional charges.
4.6.5 Additional Charges Beyond Deposit.
Guest remains fully responsible for all amounts due under this Agreement. If the Security Deposit is insufficient to cover the total amount owed, Saray may charge the remaining balance to the payment method on file.
4.6.6 Booking Platform Compliance.
If the reservation is made through a Booking Platform, the collection, processing, and handling of any Security Deposit or payment method may also be subject to the terms and conditions of the applicable Booking Platform.
4.7 Fines and Violations.
Guest shall be responsible for any fines, penalties, or costs imposed by governmental authorities, homeowner associations, community associations, or other third parties arising from Guest’s violation of applicable laws, regulations, or community rules during the Use Period.
5. Identity Verification and Background Screening
Saray reserves the right to require Guest to complete identity verification prior to check-in or at any time prior to or during the Use Period. Such verification may include providing a valid government-issued identification document (such as a driver’s license or passport), confirming contact information, and verifying the payment method used for the reservation. These verification requirements apply regardless of whether the reservation is made directly with Saray or through a Booking Platform. Guest acknowledges and agrees that Saray may conduct identity verification or background screening through third-party service providers, which may include reviewing publicly available records or other lawful sources of information to verify Guest’s identity and reservation eligibility. If Guest fails to provide requested identification or verification information, or if Saray reasonably determines, based on the results of such verification or screening, that the reservation presents a safety, fraud, or compliance concern, Saray or the Owner reserves the right to cancel or refuse the reservation, deny access to the Property, or terminate the License, subject to the applicable Cancellation Policy as set forth in the Booking Confirmation and in Section 2.7. The Guest may be required to present the same government-issued identification used for verification at check-in. All identity verification and screening activities shall be conducted in accordance with Privacy Policy. Guest acknowledges that failure to complete required identity verification may result in cancellation of the reservation without access to the Property.
6. Utilities and Connectivity
The Property may include utilities and amenities such as internet access, cable or streaming services, electricity, gas, water, or other services. While Saray will use reasonable efforts to maintain these services, their availability and performance are not guaranteed and may be affected by factors outside Saray’s control. Temporary interruptions of utilities, internet connectivity, or other services shall not constitute a breach of this Agreement and shall not entitle Guest to refunds or compensation, except where required by applicable law.
7. Security Devices
Guest acknowledges that the Property may be equipped with exterior security cameras, noise monitoring devices, smart home systems, or other safety and monitoring equipment located at exterior areas of the Property, entry points, driveways, parking areas, or other non-private spaces. No monitoring or recording devices will be located inside interior living areas or private spaces such as bedrooms or bathrooms. These monitoring devices may be used by Saray or the Owner for security, property protection, operational monitoring, and compliance with the Terms, including verifying occupancy limits, detecting unauthorized parties or events, and ensuring the safety of the Property. Guest agrees that the presence of such devices is a condition of the reservation and occupancy of the Property. By making a reservation or occupying the Property, Guest consents to the use of such monitoring devices in exterior and non-private areas. This disclosure and consent applies to all reservations regardless of whether the reservation is made directly through Saray or through a Booking Platform. Guest shall not tamper with, disable, obstruct, or interfere with any security or monitoring device located at the Property, and doing so may constitute a violation of this Agreement and may result in termination of the reservation and additional charges. Noise monitoring devices, if present, measure sound levels only and do not record conversations.
8. Property Availability
In rare circumstances, the Property may become unavailable prior to or during the Use Period due to circumstances beyond Saray’s reasonable control, including but not limited to safety concerns, necessary repairs, maintenance issues, owner withdrawal of the Property from the rental program, government orders, or other operational reasons. If the Property becomes unavailable, Saray may cancel the reservation and, at its discretion, either (a) offer Guest a comparable alternative property if available, or (b) provide a refund of amounts paid for the unused portion of the reservation. Except as required by applicable law, Saray shall not be responsible for additional costs, travel expenses, or alternative accommodations. Except as expressly provided in this Section, cancellation of a reservation due to Property unavailability shall constitute Guest’s sole and exclusive remedy.
9. Travel Insurance
Guest acknowledges that Saray and the Owner do not provide travel insurance, trip cancellation insurance, or personal property insurance in connection with the reservation. Guest is strongly encouraged to obtain appropriate travel insurance that may provide coverage for trip cancellation, trip interruption, medical expenses, personal injury, loss of personal belongings, or other travel-related risks that may arise before or during the Use Period. Saray and the Owner shall not be responsible for any losses, costs, or expenses incurred by Guest arising from travel delays, trip interruptions, illness, weather conditions, natural events, personal emergencies, or other circumstances affecting Guest’s ability to travel to or occupy the Property, except as expressly provided in the applicable Cancellation Policy as set forth in the Booking Confirmation and in Section 2.7. If Guest elects to purchase travel insurance through a third-party provider, such insurance shall be governed solely by the terms and conditions of the applicable insurance provider, and Saray shall have no responsibility for the availability, coverage, or performance of such insurance.
10. Liability and Assumption of Risk
Guest acknowledges that the Property may include features, amenities, or conditions that carry inherent risks, including but not limited to stairs, decks, balconies, outdoor areas, pools, hot tubs, wildlife, natural terrain, or other features that may pose risks of injury. Guest voluntarily and knowingly assumes all risks associated with the use and occupancy of the Property and its amenities. Guest agrees that Guest and all occupants and visitors use the Property at their own risk.
Guest is solely responsible for supervising any minors or other persons under Guest’s care during the Use Period and for ensuring that all occupants and visitors use the Property safely and in compliance with the Terms.
To the fullest extent permitted by law, Saray, the Owner, and their respective members, managers, officers, employees, agents, and contractors shall not be liable for any personal injury, illness, death, accident, loss, or damage to property suffered by Guest or any occupant or visitor during or relating to the use of the Property, except to the extent caused by gross negligence or willful misconduct where liability cannot be waived under applicable law.
11. Limitation of Liability
To the maximum extent permitted by applicable law, Saray and the Owner shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to Guest’s reservation, occupancy, or use of the Property, including but not limited to loss of use, loss of enjoyment, travel disruptions, or loss of personal property. Nothing in this Agreement shall limit liability where such limitation is prohibited by applicable law.
12. Indemnification
Guest agrees to indemnify, defend, and hold harmless Saray, the Owner, and their respective members, managers, officers, employees, agents, and contractors from and against any claims, demands, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to any personal injury, illness, disease, death, property damage, or other loss resulting from or connected with: (a) Guest’s breach of this Agreement or the Terms; (b) the acts or omissions of Guest, any occupant of the Property, or any visitor, invitee, or other person permitted on the Property by Guest; (c) any personal injury, illness, disease, or property damage occurring at or relating to the Property during the Use Period to the extent caused by Guest, any occupant, or any visitor or invitee of Guest; (d) damage to the Property or surrounding community caused by Guest, any occupant, or any visitor or invitee; or (e) Guest’s violation of any applicable law, regulation, community rule, or governmental order during the Use Period. The obligations set forth in this Section shall survive the expiration or termination of this Agreement.
13. Entire Agreement
This Agreement, together with the Booking Confirmation and the policies incorporated by reference herein, constitutes the entire agreement between the Parties with respect to the reservation and use of the Property, and supersedes any prior or contemporaneous communications or agreements, whether written or oral.
14. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles. Any dispute arising out of or relating to this Agreement or the use of the Property shall be brought exclusively in the state or federal courts located in Los Angeles County, California, unless otherwise required by applicable law.
15. Severability
The Parties expressly agree that this Agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect.
16. Assignment
Saray may assign this Agreement or delegate any of its rights or obligations under this Agreement without the prior consent of Guest, including in connection with property management arrangements or changes in ownership of the Property. Guest may not assign or transfer this Agreement or any reservation without Saray’s prior written consent.
17. Dispute Resolution and Arbitration
17.1 Agreement to Arbitrate.
Except as otherwise provided in this Section, any dispute, claim, or controversy arising out of or relating to this Agreement, the reservation, the use or occupancy of the Property, or any services provided by Saray or the Owner (collectively, a “Dispute”) shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules then in effect. Judgment on the arbitration award may be entered in any court having jurisdiction.
17.2 Location of Arbitration.
Unless otherwise required by the applicable arbitration rules or agreed by the Parties, the arbitration shall take place in the county in which the Property is located, or by remote proceedings where permitted under the applicable arbitration rules.
17.3 Exceptions.
Notwithstanding the foregoing, either Party may: (a) bring an individual claim in small claims court in the county where the Property is located if the claim qualifies for such court; or (b) seek injunctive or equitable relief in a court of competent jurisdiction to prevent unauthorized use of the Property, damage to the Property, or other conduct that may cause immediate and irreparable harm.
17.4 Class Action Waiver.
To the fullest extent permitted by law, any arbitration or legal proceeding shall be conducted only on an individual basis and not as part of any class, consolidated, or representative action.
17.5 Jury Trial Waiver.
To the fullest extent permitted by law, each Party knowingly and voluntarily waives any right to a trial by jury in any dispute arising out of or relating to this Agreement.
17.6 Arbitration Opt-Out Right.
Guest may opt out of the arbitration provisions set forth in this Section by providing written notice to Saray within thirty (30) days of the date the reservation is made. The opt-out notice must include Guest’s name, the Property address associated with the reservation, the reservation confirmation number (if applicable), and a clear statement that Guest wishes to opt out of the arbitration agreement. The opt-out notice must be sent by email to hello@stayatsaray.com or to Saray at its principal business address listed in this Agreement. If Guest timely opts out of arbitration, the arbitration provisions in this Section will not apply, but all other terms of this Agreement shall remain in full force and effect.
18. Enforcement and Attorneys’ Fees
Except as otherwise provided in the Dispute Resolution and Arbitration provisions of this Agreement, any action or proceeding brought to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction located in Los Angeles County, California. In any arbitration, legal action, or proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs, to the fullest extent permitted by applicable law.
19. Interpretation
This Agreement shall not be interpreted for or against any Party on the basis that such Party drafted or caused this Agreement to be drafted, and the Parties acknowledge that this Agreement shall be construed as if jointly drafted by the Parties.