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IMPORTANT: READ CAREFULLY
THE STAY COMPANY LISTING AGREEMENT
This agreement ("Agreement") is made between the Participant (defined as the property agreeing to be listed) and The Stay Company websites ("The Stay Company") as of the date the property is listed on The Stay Company website(s). All participants who receive bookings through The Stay Company or through the any of The Stay Company call centers are bound by these terms and conditions.
1. The Stay Company's Service & Commission
The Stay Company reserves lodging and services for travelers.
The Stay Company agrees to list Participant and its properties (hotels, inns, lodges, motels, cottages, vacation rentals or other accommodations, each a "Hotel") on its Web-based reservation system at the Website ("Listing"). In exchange for this service, all reservations booked through The Stay Company are commissionable, usually paid in advance of the stay by the reserving guest or guests ("Guest").
The Stay Company shall collect a minimum commission of 10% at the time of booking.
Properties with 1-19 rooms:
The Stay Company shall collect a minimum commission of 10% at the time of booking. Participant agrees to pay The Stay Company a commission for each room reserved by a Guest through the Website or as a result of the Listing in the amount no less than ten percent (10%) of the nightly room rate posted on the Website, including any discounts or additional fees actually applied, multiplied by the number of nights the Guest stayed at the Hotel ("Commission"). The Stay Company may collect the Commission at the time of booking from the Guest's credit card, billed as a "deposit," with the remaining balance paid to the Participant.
Properties with 20+ rooms may choose the following options:
1. The Stay Company shall collect a minimum commission of 10% at the time of booking. Participant agrees to pay The Stay Company a commission for each room reserved by a Guest through the Website or as a result of the Listing in the amount of ten percent (10%) or more of the nightly room rate posted on the Website, including any discounts or additional fees actually applied, multiplied by the number of nights the Guest stayed at the Hotel ("Commission"). The Stay Company may collect the Commission at the time of booking from the Guest's credit card, billed as a "deposit," with the remaining balance paid to the Participant.
2. The Stay Company shall collect a minimum commission of 10% after the time of booking. Participant agrees to pay The Stay Company a commission for each room reserved by a Guest through the Website or as a result of the Listing in the amount of ten percent (10%) or more of the nightly room rate posted on the Website, including any discounts or additional fees actually applied, multiplied by the number of nights the Guest stayed at the Hotel ("Commission"). The Stay Company may collect the Commission after the time of arrival from the participant directly. For this option, participant agrees to provide The Stay Company set discounted rates on rooms publishable through The Stay Company website (i.e. corporate commissionalbe rate). These rates automatically renew annually, unless updated by the property management.
The Stay Company receives a fee upon cancellation. All reservations are subject to a cancellation fee of at least $25, charged by The Stay Company at the time of cancellation. Refundable deposits through The Stay Company will be credited to the guest at that time. If a guest cancels within the stated cancellation period and the Participant collects funds, Participant shall pay The Stay Company the Commission based on the amount collected within fifteen (15) days of receipt of the funds, and the $25 cancellation fee will be waived.
2. Participant's Obligations
Participant shall offer lowest rates. Participant agrees to offer to the Guest and to list on the Website the lowest possible rate for a Hotel stay that the Guest could find on his or her own - or lower.
Participant agrees to keep Listing current. Participant is responsible for timely updating of all information in the Listing (e.g., availability, rates, and other property information).
Participant is responsible for Hotel and on-site facilities. Participant is solely and completely responsible for the Hotel and operation of the facilities at the Hotel listed on the Website (e.g., water, electricity, heat, and amenities such as a hot tub) and any claim for liability arising from or connected with the Hotel or the facilities or from the use of the facilities.
Overbooking, Participant Cancellation or Sale of Hotel is Participant's responsibility. In the event of overbooking, participant cancellation such as when a Guest reserves a room through The Stay Company that is not actually available at the Participant's Hotel, or if a Guest must be relocated due to sale of the Hotel or termination of relationship, then (1) The Stay Company and Participant shall together make reasonable efforts to relocate the Guest to another upgraded Hotel and (2) the Participant shall be responsible for the cost difference in the new property for guests and (3) the Participant shall pay The Stay Company the full Commission due within fifteen (15) days, regardless of whether the Guest is relocated. Participant agrees that, ultimately, these situations are the responsibility of the Participant to be resolved between the Participant and the Guest.
3. Payment Terms
The Stay Company expects to collect each Commission at the time of Guest booking, as stated above. In the event that any Commission or any additional charges are due to The Stay Company but not paid within thirty (30) days from the date The Stay Company invoices Participant, such amounts shall accrue interest at the rate of 1.8% per month or the maximum amount permitted by law, whichever is greater.
4. Disclaimer
THE STAY COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY INFORMATION SUBMITTED BY PARTICIPANT OR INCLUDED IN THE LISTING OR FOR ANY CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES IN ANY WAY RELATED TO, ARISING OUT OF, OR CONNECTED WITH THIS AGREEMENT.
Participant is solely responsible for any and all liability arising out of or relating to (1) the Listing, (2) any claims or misrepresentations made via the Listing, (3) any material to which users can link through the Listing, and/or (4) the Guest's stay at the Hotel. In no event shall The Stay Company be liable in any manner for the Guest's conduct or stay.
5. Representations & Warranties
Participant represents and warrants that: (1) any material provided to The Stay Company is original, copyrighted material belonging to Participant, or that Participant has obtained any and all rights, permissions and licenses necessary for The Stay Company to use the material in the preparation of the Listing and in any other material prepared by The Stay Company in the normal course of business; (2) the use, reproduction, distribution, or transmission of the Listing will not violate any criminal laws or any rights, title or interests of any third party, including, but not limited to, copyright (whether in text, image, software code or music), patent, trademark, service mark, trade secret, or any other proprietary or property right; (3) that the Listing will not contain material that includes false advertisements, unfair competition, defamatory material, invasions of privacy or rights of publicity, violations of any anti-discrimination law or regulation or any other violation of any rights of any person or entity; and (4) Participant holds all necessary licenses and permits and carries appropriate insurance with adequate coverage in connection with the business of renting any Hotel included in the Listing.
The Stay Company makes no representations or warranties, express or implied, other than those in this Agreement. The Stay Company reserves the right to refuse any Listing or any part of any Listing for any reason. The Stay Company shall be the final arbitrator of whether content is appropriate for listing on the Website.
6. Indemnification
Participant agrees to indemnify, defend and hold The Stay Company, its assigns, employees, and heirs, harmless from any and all liability, loss, damages, claims, or causes of action, and/or third party claims, including The Stay Company's reasonable legal fees and expenses, arising out of or related to Participant's breach of any provision of this Agreement, such as any of the foregoing obligations and representations and warranties.
7. Termination
The Stay Company may cancel this Agreement and/or remove Participant's Listing at any time and for any reason with reasonable notice to Participant. Participant may cancel the Listing at any time with ten (10) days written notice to The Stay Company. All booked future reservations must be either honored, or replaced with upgrade by Participant at their expense. Upon termination, all unpaid Commissions, fees or other charges owed by Participant shall become immediately due and payable, and Participant shall remit payment to The Stay Company with no right of set off or deduction.
8. Complimentary Rooms
Starting June 1st of each year, after Participant has booked ten (10) room nights as the result of The Stay Company's services, Participant will provide two (2) complimentary room nights at any Hotel in the Listing to The Stay Company or its assigns, without restriction, but contingent on availability, which The Stay Company may assign in whole or part to any other person or entity for any reason ("Complementary Rooms"). Unused Complementary Rooms shall carry over into the following year (starting June 1st), but shall expire after two (2) years.
9. Right To Use Data
The Stay Company will compile certain information related to the usage of its Website and/or the Listing ("Compiled Data"). Compiled Data may include, without limitation, the volume of reservations booked for a particular geographic region or class of accommodation, seasonal fluctuations in bookings, and demographic profiles of end users. The Stay Company and its partners are authorized to use, reproduce and generally make such Compiled Data available for any reason whatsoever, provided that the source of any data in the Compiled Data is not specifically attributed to Participant or any Hotel.
10. General Provisions
This Agreement shall be interpreted in accordance with the laws of the State of California and any legal proceeding out of this Agreement will occur in Sonoma County, California, and Participant hereby agrees to and submits to personal jurisdiction in California and in Sonoma County.
This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. Neither party may assign, pledge or sublicense this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party; provided, however, that a party may assign this Agreement without such consent in connection with any merger, consolidation, any sale of all or substantially all of such party's assets.
This Agreement constitutes the entire agreement between the parties regarding its subject matter. The Stay Company may amend the terms and conditions in this Agreement at any time with reasonable notice to Participant and a reasonable opportunity to terminate the agreement prior to any amendment taking effect. In the event The Stay Company provides reasonable notice of changes to this Agreement and Participant does not terminate the Agreement or object in writing prior to the effective date of those changes, Participant will be deemed to have consented and agreed to the changes, which will be in full force and effect.
If any provision of this Agreement is found invalid or unenforceable that provision shall be enforced to the maximum extent permissible and the other provisions will remain in full force and effect. The waiver by either party of a breach of or a default under any provision of this Agreement, shall not be construed as a waiver of any subsequent breach of the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
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