Terms and Conditions

TERMS AND CONDITIONS FOR DISTRIBUTION SERVICES

Updated – 8/14/2024

1. Definitions. each of the following terms shall have the meaning set forth below: 

“Best Available Rate” means for an applicable date(s) of stay, the lowest price quoted to a potential guest to book for rental of the same accommodations comprising Supplier Inventory through any central reservation system, local property management system, any call center, any third-party distribution channel, or any property owner/property manager distribution channel, including Supplier’s website.

“Company Distribution Channels” means the Company Platform and/or third-party websites and other distribution channels with which the Company from time to time has a relationship with for the distribution of vacation accommodations. Company reserves the right to remove Company Distribution Channels at any time without prior notice. 

“Company Platform” means the web-based software platform, websites (including VacayHomeConnect.com), content management system, data normalization, rate and inventory management and online booking applications developed by Company to enable suppliers of vacation accommodations to distribute inventory to consumers. 

“Company Products and Services” means the call center services, systems that support such services, and the inventory distribution services through the Company Distribution Channels through the Company Platform. “Guest” means the party making a Booking for at a Vacation Rental Property through a Company Distribution Channel. 

“Launch Date” means the date upon which the Supplier Inventory is initially made available through one or more of the Company Distribution Channels. 

“Property Information” means content (including text, images, and videos) describing the Vacation Rental Property, including, but not limited to property units, features, amenities, guest testimonials and reviews, services and activities. Property Information shall include security deposit requirements, cleaning or other fees charged to Guests in connection with the Vacation Rental Property (collectively, “Guest Fees”), and Supplier’s reservation policies. 

“Supplier Inventory” means the vacation rental inventory that Supplier makes available to Company through the Supplier System Interface for rental to consumers through the Company Platform and the Company Distribution Channels. 

“Supplier System Interface” means the application programming interface (“API”) between the Company Platform and the Supplier System. 

“Supplier Systems” means the computer systems, computer applications or manual processes used by Supplier to manage rental rates, the Supplier Inventory, restrictions, policies, reservation processing and vacation rental Property Information. 

“Vacation Rental Property” means the property or properties for which Supplier has the right to distribute the room night inventory.

2. Term. This Agreement will become effective on the Effective Date and shall continue for a period of 12 months from the Launch Date (“Initial Term”). Thereafter, the Agreement will automatically renew for successive one (1) year terms (each a “Renewal Term,” and collectively with the Initial Term, the “Term”) unless either party provides written electronic notice to terminate this Agreement at least thirty (30) days’ prior to the end of the then current Term. If notice is sent to Company, it must be sent by an authorized agent of Supplier via electronic mail to: legal@vacayhomeconnect.com, if to Supplier, then to the email address on record with the Company.  If the termination notice comes from an email address with Suppliers domain, such email shall be presumed and deemed legitimate, and Company may rely on the same.  In the event of termination for any reason, Supplier is required to honor all previously made reservations with respect to which the applicable cancellation window has elapsed.  
3. Rates and Payment. 

(a) Except as may be expressly provided otherwise in the Agreement or any Addendum thereto, if any, with respect to each applicable room night of Supplier Inventory reserved or booked through the Company Platform (a “Booking”), Supplier shall make available to Company such Supplier Inventory at the discount set forth in the Agreement (the “Invoice Rate”) percent below the lesser of: (i) the Best Available Rate with respect to such Vacation Rental Property for the applicable night(s) of stay; or (ii) the lowest rate and best terms for such Vacation Rental Property room night as Supplier makes available for reservation through any other third party distribution channel. Company may mark-up the rate provided by Supplier for channel fees, processing fees and other fees.

(b) Once the reservation becomes non-cancellable, the Invoice Rate with respect to each Booking shall be paid to Supplier on a weekly basis on or before check-in, except where the applicable channel does not make payment until at or after check-in.  Payment will be initiated within 7 days of Company’s receipt of funds by channel. All payment shall be made by check, electronic funds transfer or other mutually agreed payment mechanism. 

(c) Supplier agrees that the difference between the rate charged by Company to the consumer in connection with a reservation for Supplier Inventory, and the Invoice Rate, shall constitute Company’s remuneration and shall be deemed a marketing, payment processing and facilitation fee (“Facilitation Fee”) to be retained by Company in connection with such Booking. In the event a consumer cancels his or her Booking in accordance with Supplier’s terms and conditions for such Booking, Company shall refund to the consumer the amount paid with respect to such Booking and no Invoice Rate shall be due to Supplier with respect thereto. 

(d) Upon Guest check-in at the Vacation Rental Property, Supplier may collect any applicable security deposit, payment for property damage insurance, and/or Guest Fees, to the extent same were set forth in the applicable Property Information for such Vacation Rental Property. Supplier is solely responsible for collecting all optional fees, including, but not limited to, pool heat, pet fees and the like.

(e)  Supplier understands and agrees that it must maintain price parity across all third party distribution channels

(f) Credit card payments by Guests are subject to the right of the cardholder to claim a refund or the right of an account owner to seek the return of funds. In either case, Supplier agrees: (i) the right to receive a chargeback or refund is determined by the applicable card issuer or bank and (ii) that Supplier, not Company, is responsible for any such chargeback or refund regardless of the reason. Supplier may ask Company to assist in investigating or assessing the claim, and Company may or may not do so in Company’s sole discretion. If Company agrees to do so, Supplier will provide reasonable cooperation to Company and Supplier authorizes Company to share the results of the investigation with the Guest, the Guest’s financial institution, and the Supplier’s financial institution. Regardless of the level of Company’s assistance, if any, or lack thereof, Supplier shall be responsible for the amount of the chargeback or refund, not Company. If Supplier has not received payment from Company for the applicable chargeback, Company will reverse the charge. if Supplier has received payment from Company for the applicable chargeback, Company may deduct such amount from Supplier’s next payment, or send Supplier an invoice, at Company’s discretion.  Supplier further acknowledges that Company is unable to share any guest’s credit card information for any damages to the property or for other reasons.

4. Taxes.

(a) During the Term, Supplier shall provide to Company through the Supplier System Interface an accurate electronic listing of applicable rates of all government (foreign, federal, state and/or local) or municipality-imposed taxes and fees, including occupancy tax and fee rates (collectively, “Tax Rates”) applicable to the rental of the Supplier Inventory as of the applicable date of Booking. Supplier shall be responsible for providing Company with updated Tax Rates on an ongoing basis, to the extent there are any changes in same. Supplier is solely responsible for the accuracy of the Tax Rates. 

(b) At the time of a consumer making a reservation for Supplier Inventory, Company shall collect from the party Booking the Supplier Inventory taxes and fees (“Collected Taxes”) on the Invoice Rate for the applicable reserved Supplier Inventory based on the Tax Rates provided by Supplier. Company shall remit payment to Supplier of the Collected Taxes at the same time it delivers payment to Supplier of the Invoice Rate for such Booking. Supplier shall be solely responsible for the timely payment of the Collected Taxes to the applicable international, federal, state or local taxing authority, as applicable. 

(c) Except for the Collected Taxes, and the security deposit, and Guest Fees as are expressly set forth in the applicable Property Information for the Vacation Rental Property, Supplier (and/or the operator of the Vacation Rental Property, if different) may not charge the consumer any additional fees or charges associated with the Booking. For purposes of clarity, this restriction does not apply to other services that the consumer may request while staying at the Vacation Rental Property.

5. Reservations, Accommodations and Availability. Company will process all electronic guest reservation requests in accordance with the Supplier’s policies, advance booking rules, check-in restrictions, cancellation rules and other policies applicable to the Booking of which Supplier provides in the Property Information. Supplier guarantees the availability at check-in of the Supplier Inventory made available through the Supplier System Interface or through a manual booking process provided to Company and Booked though the Company Platform, including bookings made through a call center. Supplier agrees to provide an electronic confirmation number at the time of each Booking in a format agreed between the parties and will honor all Bookings for which a confirmation number is provided. In the event that a Booking cannot be honored for any reason, Supplier agrees to notify Company immediately and provide the Guest with (at the Guest’s election) either: (i) alternative accommodations of equal or higher quality at Supplier’s expense which may include transportation costs associated with relocating the Guest and any rate differential, or (ii) a full refund of the Invoice Rate, plus any Collected Taxes, and nonrefundable travel expenses. 
6. Additional Supplier Obligations. 

(a) Supplier shall, at its expense, provide to Company, in an electronic format acceptable to Company, the Property Information regarding each applicable Vacation Rental Property comprising the Supplier Inventory. This may include, among other things, accommodation descriptions, logos, trade names, photos, videos, amenities, services, maps, rules and restrictions (such as smoking and pet restrictions), user reviews and other information (collectively, the “Supplier Marketing Materials”). Supplier shall be exclusively responsible for the truth, accuracy and completeness of the Supplier Marketing Materials. Supplier acknowledges and agrees that Company is not responsible for reviewing the accuracy, completeness or legality of any Supplier Marketing Materials. Supplier represents and warrants to Company that it owns or has an appropriate license to use all the Supplier Marketing Materials, and the use of the Supplier Marketing Materials by Company in connection with the performance of the Company Products and Services shall not infringe the intellectual property rights of any third party. Except for the limited license to use same as expressly provided herein, Company shall have no right or claim to any such Supplier Marketing Materials. Supplier, and not Company, shall be solely responsible for compliance with all international, federal, state and local laws, statutes, common law, regulations, codes and ordinances (collectively, “Laws”) connected with the Supplier Inventory and the Supplier Marketing Materials. 

(b) During the Term, Supplier hereby grants to Company a limited license to use the Supplier Marketing Materials to create and post listings or otherwise make the Supplier Inventory available for Booking (as applicable, a “Listings”) through the Company Distribution Channels, including, without limitation, posting Supplier Marketing Materials through the Company Platform and on third party inventory distribution sites, as from time to time determined by Company. Company or Company Distribution Channels shall have the right to append the Supplier Marketing Materials, provided that any such appending by Company or Company Distribution Channels shall not render the Supplier Marketing Materials false or misleading. In such event, Company or Company Distribution Channels shall retain all rights with respect to any Company or Company Distribution Channel provided materials appended to a Listing. 

(c) Promptly after the execution hereof, Supplier will provide, or facilitate the provision of Supplier System Interface specifications to Company (if a Supplier System Interface does not already exist) and will provide or authorize access to Supplier Systems for testing and implementation of the Supplier System Interface with Company. Where description content, images, amenity, activity or other information is not accessible or is incomplete through Supplier System Interface, Supplier agrees to assist Company in collecting and maintaining additional information from each Vacation Rental Property. If Supplier is unable to provide a Supplier System Interface, Supplier agrees to use the Company Platform to load all necessary Invoice Rates, inventory, Tax Rates, rules and restrictions, and the Property Information.

(d) During the Term of this Agreement, Supplier shall not directly distribute the same Supplier Inventory through any Company Distribution Channel which the Supplier has not delivered an Opt-Out Notice, except through Company pursuant to this Agreement. This Paragraph 6(d) shall not be construed to prohibit Supplier from distributing its inventory through non Company Distribution Channels. 

(e)  At all times during the Term, Supplier agrees to provide “Last Room Availability” for all Vacation Rental Properties to the same degree provided to any other third-party distribution channel. If Supplier fails to provide such Supplier Inventory with respect to any Vacation Rental Property, then Company, at its sole discretion, may terminate Listings through any or all Company Distribution Channels with respect to such Vacation Rental Property by delivering e-mail notice thereof to Supplier. 

7. Company Obligations.

(a) Company will implement the Supplier System Interface and will integrate with the Company Distribution Channels at its own cost, provided that (i) Supplier reasonably cooperates with the Company in the development of the Supplier System Interface, and (ii) Supplier causes its third party vendors associated with the Supplier Systems to cooperate with the Company in the development of the Supplier System Interface at no cost to the Company. The Supplier shall be responsible for all fees or charges required by its suppliers. 

(b)  Company will provide online tutorials and webinars to Supplier on loading and updating the Supplier Marketing Materials on the Company Platform. Supplier agrees to provide training to Company Call Center personnel on their Vacation Rental Properties and related destination information. 

(c) Company may add or remove Company Distribution Channels from time to time. Supplier will be able to view through the Company Platform the Company Distribution Channels where the Supplier inventory is available for distribution. Supplier may at any time deliver to the Company a notice via e-mail, or to the extent available, thru the Company Platform (“Opt-Out Notice”) of its intent not to have the Supplier Inventory distributed through a particular Company Distribution Channel. If notice is delivered via e-mail, the Opt-Out Notice will be effective within five (5) business days of receipt by the Company of said e-mail notice, or if notice is delivered via the Company Platform, the Opt-Out Notice shall be effective immediately (“Effective Opt-Out Date”), provided, however, Supplier shall honor all Bookings made on or before the Effective Opt-Out Date. After the Effective Opt-Out Date, Company shall not thereafter distribute the Supplier Inventory through the Company Distribution Channel set forth in the Opt-Out Notice without prior authorization from Supplier. 

(d) Company will create, maintain and/or update Listings for the Supplier Inventory through the Company Distribution Channels at any such time the Company deems appropriate. Company controls all branding of such Listings. (e) Compliance with Laws. Company shall comply with all applicable laws in providing the Company Products and Services pursuant to this Agreement. (f) Call Center. As allowed by each Company Distribution Channel, each Listing shall provide a telephone number for the consumer to obtain additional information regarding the Listing. Company shall provide telephonic support services (“Call Center Services”) to handle consumer inquiries from Listings through the Company Distribution Channels. Call Center Services will include assisting the consumer or other party in Booking Supplier Inventory, answering questions regarding Vacation Rental Properties and policies and first level support in handling post-stay complaints. 

8. Company Platform/Software Licenses. Supplier acknowledges and hereby agrees that the Company services are performed through the Company Platform and other software developed by Company and made accessible to Supplier (the “Software”). The Software is proprietary and is protected by applicable intellectual property and other laws. During the Term, Company hereby provides Supplier with a non-exclusive, non-transferable, limited license to use the Software, which Supplier agrees to use in accordance with this Agreement and the applicable Standard Terms of Use for the Company Platform, as same shall from time to time be made available to Supplier. Supplier may not sub-license or charge others to use or access the Software without first obtaining written permission or a written agreement from Company. The Software is exclusively owned by Company and/or its suppliers and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction, modification, creation of derivative works from or redistribution of the Software is expressly prohibited, and may result in severe civil and criminal penalties. The Software, its structure, sequence and organization and source code are considered trade secrets of Company and its suppliers and are protected by trade secret laws. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. SUPPLIER MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN THE SOFTWARE. 
9. Customer Data. Company will electronically transmit to Supplier through the Supplier System Interface all customer data associated with a Booking that is available from the applicable Company Distribution Channels and is required by Supplier in connection with fulfillment of the Booking (“Customer Data”), including (to the extent available) date of arrival, number of nights, designation of applicable Vacation Rental Property, number in party, guest name, email address and mailing address. All Customer Data, to the extent shared with Supplier, shall be deemed shared data and shall be subject to each party’s privacy policy. Each party shall use and maintain the Customer Data in compliance with all laws, rules and regulations. 
10. Indemnification.

(a) Supplier agrees to indemnify and hold Company, the Company Distribution Channel partners, and their respective suppliers, customers, affiliates, partners, subsidiaries, managers, members, officers, employees and agents (collectively, the “Company Indemnified Parties”) harmless from any and all claims and demands, losses, liability costs and expenses (including, but not limited to, reasonable attorneys’ fees), incurred by any of the Company Indemnified Party arising out of or related to (i) Supplier’s breach of this Agreement, including, without limitation any of Supplier’s covenants, representations or warranties, or failure to fulfill any Booking of Supplier Inventory made in conformity with this Agreement; (ii) the timely payment of the Collected Taxes to the applicable taxing authority, unless such failure to pay such Collected Taxes is caused by the failure of Company to timely remit such Collected Taxes to Supplier; and (iii) the violation or alleged violation by Supplier Marketing Information of any Law or the intellectual property of any party. 

(b) Company agrees to indemnify and hold Supplier and its partners, subsidiaries, managers, members, officers, employees and agents (collectively, the “Supplier Indemnified Parties”) harmless from any and all claims and demands, losses, liability costs and expenses (including, but not limited to, reasonable attorneys’ fees), incurred by any of the Supplier Indemnified Party arising out of or related to (i) Company’s breach of this Agreement, including, without limitation any of Company’s covenants, representations or warranties; and (ii) the timely payment of the Collected Taxes to Supplier. 

(c) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THE PARTIES SERVICES OR THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

11. Confidentiality. Each of the parties shall use its commercially reasonable efforts not to permit the public disclosure of this Agreement or its terms without the consent of the other party. Notwithstanding the foregoing, nothing contained herein shall restrict either party from disclosing this Agreement or its terms (i) to its employees, agents and advisors who have a need to know same and who are subject to an agreement to maintain the confidentiality of this Agreement; (ii) as necessary for the preparation of any tax returns or audits of any tax return, or (iii) as otherwise may be required by valid subpoena or other legally compelled requirement to disclose. 
12. Miscellaneous Provisions.

(a)  Company may amend these terms and conditions from time to time.  Any such amendment will be notified to Supplier and will become effective within 3 days of delivery thereof, unless otherwise specified in the notice.

(b) The parties shall work cooperatively to amicably resolve any disputes arising between Supplier and Company. The validity and performance of this Agreement shall be governed by the laws of the State of Illinois, without reference to the principles of conflicts of law thereof or such principles of any other jurisdiction. Each party further consents to exclusive jurisdiction and venue in the federal or state courts sitting in Cook County, Illinois. Each party hereby waives all defenses of lack of personal jurisdiction and inconvenient forum. 

(c) The Agreement may not be assigned in whole or in part by either party except as part of a transfer of all or substantially all of such party’s assets or with the prior written consent of the other party. Any transfer in violation of the foregoing shall render such assignment null and void, and shall constitute a default hereunder. 

(d) The failure of a non-defaulting party to enforce any of the provisions set forth in the Agreement shall not be construed to be a waiver of such party’s right to enforce any such provision in the future. 

(e) During the term of the Agreement, Supplier hereby authorizes Company to list Supplier on a representative list of Company’s customers to be used for marketing purposes. 

(f) This Agreement sets forth the entire agreement between the parties as to the subject matter and the merger of all prior discussions, proposals, agreements, communications, and representations between the parties. This Agreement may only be modified by a written instrument signed by an authorized representative of each of the parties. 

(g)  If any provision of this Agreement is found to be unenforceable by a court or other tribunal of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect unless the interpretation of such remaining provisions shall render them essentially meaningless. 

(h) The provisions of this Agreement shall bind and benefit the parties, their successors and assigns. 

(i)  In case suit shall be brought, or other action taken involving the retention of an attorney to enforce any provisions of this Agreement, the prevailing party shall (in addition to other relief granted) be awarded all reasonable attorneys’ fees, paralegal fees and other costs resulting from such litigation or other action. 

(j)  The language, terms, conditions, and provisions of this Agreement are the result of negotiations between the parties and this Agreement will not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this Agreement. 

(k) The relationship created hereunder shall be that of an independent contractor and the relationship created hereunder shall not be construed as a partnership, or an employer/employee relationship. 

(l) The provisions of this Agreement which by their nature survive the expiration or earlier termination hereof (including without limitation Sections 3, 4, 5, 6, 8, 9, 10 and 11) shall survive the termination or expiration of this Agreement. 

(m) All notifications hereunder may be sent by electronic mail at the address(es) of record of the Supplier and the Company.