TERMS OF SERVICE

THIS SERVICES AGREEMENT (the “Agreement”), effective as of the exact date on which the Customer completes and submits the agreement form on VRP’s website (the “Effective Date”), is entered into between:

VILLA RENTAL PARTNERS, a company incorporated under the laws of the Province of Quebec in Canada, with its principal office at 1250 Rene-Levesque Blvd, #2200, Montreal, Quebec, Canada, (hereinafter referred to as “VRP”) and the individual, or entity such individual represents, as applicable, agreeing to the terms of this Agreement as proven by their completion and submission of the Client Questionnaire on VRP’s website (the “Client”), collectively referred to as the “Parties”.

WHEREAS, the Customer wishes to retain VRP to provide vacation rental internet marketing services and VRP wishes to provide said services to Customer subject to, and in accordance with, the terms and conditions of this Agreement; and

NOW THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement, the Parties agree as follows:



1. INTERPRETATION

Client: The individual, company or other legal entity identified in the Client Questionnaire for which Client are accepting this Agreement, including all Affiliates of that individual (including co-owner), company or entity.

End-User: Any individual authorized to use the Service, whether partially or fully, and to whom Client (or VRP at Client's request) has supplied a user identification and password. End-Users may include, for example, Client's employees, contractors, agents, and third parties with which Client transacts business. 

Affiliate: Any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" for purposes of this definition, means direct or indirect ownership or control of the voting interests of the subject entity.

Potential Guest: Any person, individual, company or entity that has an interest in a Vacation Property.

Guest: Any person, individual, company or entity that has a Confirmed Booking. 

Rental Agreement: Any agreement, contract or written document between the Client and Guest setting out their rights and obligations with respect to the rental of a Vacation Property.

Rental Period: A designated period of time during which a Guest has a Confirmed Booking for the rental of a Vacation Property.  

Vacation Property: Any real property which the Client owns, leases, or holds an interest in which is capable of being leased to a Guest as a vacation rental property or long-term rental.

Vacation Property Information: All information, data, location data, photographs, or written content in connection with a Vacation Rental Business or any of its Vacation Properties.

Vacation Rental Business: Any business which the Client owns, leases, or holds an interest in which has one or several vacation rental properties that are susceptive of being leased to Guests as vacation rental properties or long-term rentals.

Advertisement Site: Any and all third party entities, platforms, websites, search engines, social networks, data aggregators, internet channels, travel agencies, villa rental agencies, or medias available for public or private display (collectively the “Advertisement Sites”), on which a Vacation Property can be advertised or marketed, used by VRP in connection with the Services.

Vacation Rental Property Listing: Any listing, posting or advertisement of a Vacation Property or Vacation Rental Business, on an Advertisement Site, created by or managed by VRP in connection with the Services.

Confirmed Booking: Any booking request submitted by a Potential Guest for the rental of a Vacation Property, which was generated from on any Vacation Rental Property Listing.

Rental Fee: The complete price of a Confirmed Booking, charged by Client and paid for by a Guest, including but not limited to: all base nightly rates, cleaning fees, taxes, utility fees, fees for any additional services, and fees for additional guests. An Advertisement Site or one of their designated payment processing partners (“The PPPs”) may process the payment.

Additional Rental Fee.  Any fee charged by Client to the Guest where the payment is not processed through an Advertisement Site or one of their PPPs, including but not limited to cleaning fees, management fees, resort fees, taxes, utility fees, security deposits, key deposits, or fees for any additional services.

Virtual Villa Manual: A virtual document designed and created by VRP to provide extra information about a vacation property. The Virtual Villa Manual is owned and managed by VRP, but hosted by a third party provider.

VRP Website: A website designed, created, owned and managed by VRP, but hosted by a third party service provider, for the purposes of promoting Client’s Vacation Rental Business and Vacation Rental Properties to potential guests.  

VRP Domain: A custom domain owned and managed by VRP, but hosted by a third party service provider, for the purposes of branding a VRP Website and promoting Client’s Vacation Rental Business and Vacation Rental Properties to potential guests. 

Market Booking Activity Report: A detailed report showcasing a local market’s search volume trends, potential targeted Advertisement Sites, and overall revenue potential.

Active Booking Report: A report illustrating the total Confirmed Booking activity and payout schedule of one or more Vacation Rental Properties for a given month.

VRP Analytics: Any information, report, recommendation, or analysis that has been collected, generated, created, directly or indirectly provided to Client, by VRP or by any Advertisement Site representative, with regards to a Vacation Rental Property Listing’s visibility statistics and Confirmed Bookings, or a VRP Website’s traffic statistics. 

Content: Client Content and VRP Content are hereinafter collectively defined as the “Content” or individually defined as follows; 

a) Client Content: All information, written content, graphic designs, logos, data, Vacation Property Information, Advertisement Sites login credentials, photographs, videos and written content provided by the Client to VRP for the purposes of the provision of the Services, and including all information, data, Advertisement Sites login credentials, banking wire and payment information, photographs, videos or content generated by, derived therefrom, and collected by or for VRP in providing the Services.

b) VRP Content: All information, written content, graphic designs, logos, reports, data, Vacation Property Information, Advertisement Site login credentials, Vacation Rental Property Listings, Vacation Rental Property Listing titles and descriptions, Vacation Rental Property Listing pricing, photographs, location data, VRP Websites, VRP Domains, VRP Analytics, Virtual Villa Manual, Market Booking Activity Report, Active Booking Report, social media posts, social media business descriptions, and videos created or provided by VRP for the purposes of the provision of the Services.

Vacation Rental Marketing Services (VRMS): The management, advertising and marketing of Vacation Rental Property Listings over the internet, or consulting services provided by VRP to the Client in regards thereto.  

API: An application programming interface that enables VRP to seamlessly transfer two-way data streams between third party providers and the Service.

Location Data: Any and all information which is associated to the location of a Vacation Rental Business or Vacation Rental Property, determined by a unique address.

Term: The time period specified in section 7 herein.

Travel Issue: Any issue with the Vacation Property which prevents a Guest from enjoying or using the Vacation Property in accordance with its intended use.  A travel issue includes those established on any given Advertisement Site in addition to any of the following:

○ The failure on the part of the Client to provide the Guest with access to the Vacation Property (i.e. failure to provide keys or security code to enter onto or into any dwelling on the Vacation Property);

○ The Vacation Property Information, provided to VRP by Client is materially inaccurate with respect to its features,  amenities, services offered, or size (i.e. number and size of the bedrooms, bathroom, kitchen, living room or any other room);

○ Whether a person other than the Guest shall be residing at the Vacation Property during the Rental Period;

○ Any amenities or features of the Vacation Property do not function properly, such as decks, pools, hot tubs, toilets, showers, bathtubs, sinks, stoves, refrigerators, ovens, dishwashers, washers, dryers, air conditioning, heating, electricity, running water (i.e. hot or cold water), water purification systems, or other important and advertised feature of the Vacation Property;

○ The Vacation Property is not generally clean and sanitary;

○ The Vacation Property contains safety or health hazards that would reasonably be expected to adversely affect the Guests stay at the Vacation Property in VRP’s sole and absolute discretion;

○ The Vacation Property does not contain clean bedding or towels available for the Guest’s use; and

○ The Vacation Property contains a sort of vermin or pets.


2. SERVICES

2.1. Provision of Services. In consideration of the payment by the Client to VRP of the Fees (as such term is defined herein), VRP shall, during the Term and in accordance with the terms and conditions of this Agreement, provide the Client with Services.  

2.2. Delivery Start. The Services will begin on the date the Client signs this Agreement or completes and submits the “ Client Questionnaire” form.

2.3. Beta Services. From time to time, VRP may add new features to the Services (“Beta Features”). Client acknowledges that Beta Features may be untested, non-functional, and/or partly functional features of the Service and may harm and/or interrupt the regular running of Client's software and/or hardware. If Client elects to use a Beta Feature, Client does so at its own risk, notwithstanding anything to the contrary contained herein.

2.4. VRP Marketing and Booking Services: The VRP Marketing and Booking Services (“VMBS”) include the management, advertising and marketing of Vacation Rental Property Listings over the internet, or consulting services provided by VRP to Client in regards thereto, for the purposes of renting a Vacation Property to Guests.  The Services may also include any of the following, subject to the particular arrangement with the Client:

a) Creation, management and optimization of the Vacation Rental Property Listings and accounts on the Advertisement Sites;

b) Creation and management of Vacation Rental Property Listing titles and descriptions on the Advertisement Sites for the purposes of optimizing and improving booking conversion results;

c) Managing the picture order within the Vacation Rental Property Listings on the Advertisement Sites for the purposes of optimizing and improving booking conversion results;

d) Offering data entry and data synchronization services between multiple Vacation Rental Property Listings listed on the Advertisement Sites;

e) Sending out automatic SMS and email communications to Client and Guests for Confirmed Bookings

f) Providing basic support to Client in connection with the Services and any changes, modifications, reductions or additions to the Services as agreed to, from time to time, by the Parties.

g) Creation and management of customized Virtual Villa Manuals

h) Creation and provision of Active Booking Activity Reports every month

i) Providing referrals to other related vacation rental products or marketing services

2.5. VRP Pricing Management Services: The VRP Pricing Management Services include the management of the nightly rate of one or many Vacation Rental Property Listings, or consulting services provided by VRP to the Client in regards thereto, for the purposes of renting a Vacation Property to Guests.  The VRP Pricing Management Services are chargeable to Client for the fees outlined in section 8, and may also include any of the following which will be subject to the particular arrangement with the Client:

a) Manual updates to nightly rates and pricing based on VRP’s proprietary market research which takes into account search volume, demand, seasonality, marketing distribution, and check-in lead-time. The frequency of updates to nightly rates will be performed by VRP on an as-needed basis, at VRP’s absolute and sole discretion;

b) Provide access to special Active Booking Reports with Client’s company logo or brand;

c) Provide access to special VRP Analytics including a Market Booking Activity Report updated on an as-needed basis, at VRP’s absolute and sole discretion, to help showcase the local market’s fluctuating search volume and demand, seasonality, top marketing distribution channels, and overall revenue potential.

2.6. The VRP Website Services: The VRP Website Services include the creation and management of a Custom Vacation Rental Website, as well as domain support, for the purposes of promoting Client’s Vacation Rental Business and Vacation Rental Properties to potential guests. The VRP Website services are chargeable to Client for the fees outlined in section 8.


3. PROVISIONS RELATING TO SERVICES

3.1. Verification process. VRP will coordinate any verification steps required from Advertisement Sites directly with Client, whether Verification is for Client and/or End-User. VRP is not liable for any failure by Client or End-User: (i) to take necessary actions required in Verification emails and/or forward Verification emails to VRP to complete the submission process within five (5) business days; or (ii) to reply in timely manner to Verification requests sent by postal service to Client's and/or End-User’s postal address; or (iii) to answer telephone Verification requests, all information required for postal and telephone requests will be provided to Client by VRP via email. Failure to complete the Verification process may delay or prohibit the fulfillment of the Local Citation Services.

3.2. Distribution to Advertisement Sites. In order to provide the VRP Marketing and Booking Services, VRP must provide Content to third party providers and/or Advertisement Sites. Client understands that the technical processing and transmission of Content may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

3.3. Content Edits. The editing of all Content on Advertisement Sites, on Vacation Rental Property Listings, or on Virtual Villa Manuals, and the frequency thereof, will be performed by VRP on an as needed basis, at VRP’s absolute and sole discretion. In the event where certain Content may be incorrect, VRP will perform the necessary edit(s) on a best efforts basis and can not guarantee that the edit(s) will be applied by publisher(s).

3.4. Advertisement Site Independence. Client acknowledges that VRP has no responsibility for, or control over any Advertisement Site or their use of Content once submitted to them. Specifically, their (i) usage of Location Data; or (ii) usage of personal information, banking information, and Content; or (iii) particular ranking of any Vacation Property Listing as a result of a search or query; or (iv) accuracy or contents of Content published; or (v) acceptance and or publication of Content, is all subject to the Advertisement Site’s own terms of service or use and policies. Client hereby acknowledges and agrees that VRP may be given access to use such tools on an ”as is” and “as available” basis without any warranties, representations or conditions of any kind and shall have no liability whatsoever arising from or relating to VRP’s use of Advertisement Sites.

3.5. Advertisement Sites Terms of Service: Client acknowledges that VRP is not responsible and has no control over any Advertisement Site or their terms of service or use and policies. Specifically, their (i) guest booking cancellation policies; or (ii) owner booking cancellation policies; or (iii) Rental Fee payment processing or payout policies, fees and schedules for Confirmed Bookings; or (iv) policies related to any travel issues (as defined in this agreement); or (v) subscription policies, fees or schedules; or (vi) rental dispute or arbitration policies and fees are all subject to the Advertisement Site’s own terms of service or use and policies. Any fees or charges charged by the Advertisement Sites (the “Advertisement Fees”) in connection with the rendering of Services shall be borne solely by the Client. In the event the Advertisement Fees are paid by VRP they will be charged to the Client in accordance with section 8 of this Agreement.

3.6. Advertisement Site Accounts. Certain Advertisement Sites require the creation of an account for each Vacation Property or a master account for all Vacation Properties. In the event where the creation of account(s) is required and Client does not yet have an account, VRP will notify (verbally or written) Client, and create the account(s) in order to facilitate the publication of Content to the Advertisement Sites in question. If the Client has an existing account with said Advertisement Site, the Client hereby agrees to grant VRP access by providing  appropriate credentials, security codes/questions and all other necessary information that may be required for VRP to access the account and to provide Services.

3.7. Advertisement Site Final Publication: Once Content is submitted to Advertisement Sites for publishing, there may be no means to revert the publication of Content on the Advertisement Site. VRP IS NOT RESPONSIBLE FOR THE PUBLICATION OF ANY INCORRECT VACATION PROPERTY INFORMATION PROVIDED OR APPROVED, VERBALLY OR WRITTEN, BY CLIENT.

3.8. Removal of Content.  VRP has the right, in its sole and absolute discretion, to remove any Content, including but not limited to Vacation Property Listings or banking and payment information or Virtual Villa Manuals, from its internal property management system (the “Property Management System”) or its internal content management system (the “Content Management System”) or any Advertisement Site Account (as described in section 3.6 herein), in whole or in part, either temporarily or permanently, without notice in the following circumstances:

(a) based on the Client Content provided to VRP, in particular in the case of the harmful, inappropriate, offensive nature thereof and the accuracy of the information contained therein;

(b) Client fails to fix or causes a security breach which could adversely affect any software, Advertisement Site Account, Property Management System, or computer program that VRP is using in connection with the provision of Services or its business;

(c) Client fails to fix or causes a security breach that could adversely affect the protection and privacy of VRP Employee personal information or Client personal information;

(d) VRP has reason to believe that fraudulent or illegal activity is occurring with respect to the Vacation Property(ies) or Vacation Property Listings; or

(e) VRP has reason to believe that the Client has copied VRP Content for Client's own use without VRP’s complete and written consent; or

(f) VRP no longer wishes to offer the Services to Client, at its absolute and sole discretion; or

(g) VRP has reason to believe that Client no longer owns, leases, or holds an interest in a Vacation Property that is capable of being leased to a Guest as a vacation rental property or long-term rental; or

(h) In any other event whereby the Client has failed to materially comply with this Agreement.

3.9 Client Acknowledgment – Content Removal.  The Client acknowledges that in the event a Vacation Property Listing is removed from an Advertisement Site in accordance with subsection 3.8 this may result in errors, omissions, losses, damages or inaccurate information as stated therein.  The Client agrees to release and hold VRP harmless from any loss, damage, cost or liability which may arise as a result thereof, including but not limited to the loss of potential revenue.

3.10. Potential Guest Communication and Guest Communication. VRP will receive and attempt to communicate with Potential Guests to provide information about a Vacation Rental Property Listing, resolve inquiries, and facilitate Confirmed Bookings. VRP will also attempt to communicate with Guests prior to, during and after their stay to assist Client and Guests with a smooth booking process and stay. The communication between VRP and Guests or Potential Guests, and the frequency thereof, will be performed on an as needed basis, at VRP’s absolute and sole discretion. VRP shall not be held responsible or liable for any losses or damages which the Client may incur in connection with said communications and/or exchanges. Guest Communication shall be the sole responsibility of the Client.

3.11. Confirmed Booking Approval. VRP will help facilitate Confirmed Bookings by assisting the Client with the pre-screening and approval of booking requests made or submitted by Potential Guests. The pre-screening and approval of booking requests, as well as the automation and/or frequency thereof, will be performed on an as needed basis, at VRP’s absolute and sole discretion. Client will have the choice to refuse a Confirmed Booking within a period of twelve (12) hours following the establishment of a Confirmed Booking. Upon the expiration of the twelve-hour period, the Confirmed Booking will be deemed approved by Client. VRP shall not be held responsible or liable for any losses or damages which the Client may incur in connection with the booking request pre-screening or approval process, or with Client’s approval or refusal a Confirmed Booking.

3.12. Parties to Agreement. Any agreement, including but not limited to a Rental Agreement, that Client enters into with a Guest establishes a relationship strictly between Client and the Guest. VRP is not a party or to any agreement between Client and Guests, and Client acknowledges and agrees that VRP is not an agent and will not negotiate or execute agreements with Guests on behalf of the Client. 

3.13. Dispute Resolution. From time to time VRP may consult on how to resolve or help mediate Travel Issues or rental disputes for Confirmed Bookings in accordance with Client’s Rental Agreement and in accordance with the terms of service or use and policies outlined by the Advertisement Site where the Confirmed Booking was generated. The participation in the dispute resolution process, is at VRP’s absolute and sole discretion. VRP shall not be held responsible or liable for any losses or damages which the Client may incur in connection with attempted dispute resolutions. Dispute resolutions shall be the sole responsibility of the Client.

3.14. Collection and Remittance of Rental Fees. The processing of payments for Rental Fees is done through third party Advertisement Sites and/or their possible payment processing partners (“The PPPs”), and it is not expected that VRP will process, collect or receive, in whole or in part, Rental Fees from Guests on behalf of Client. 

3.14.1. Client acknowledges that VRP has no responsibility for, or control over any Advertisement Site or their terms of service or use and policies, specifically with regards to (i) Rental Fees (as defined in this Agreement); or (ii) payment processing policies or fees; or (iii) payout policies, fees and schedules for Confirmed Bookings, and is subject to the Advertisement Site’s own terms of service or use and policies. Any fees or charges (the “Payout Fees”) that the Advertisement Sites or PPPs charge in connection with the processing and/or remittance of Rental Fees shall be borne solely by the Client.

3.14.2. In the event the Payout Fees are paid by VRP they will be charged to the Client in accordance with section 8 of this Agreement.

3.14.3 If VRP receives any Rental Fees from Guests, to which a Client is entitled under its agreement with a Guest, VRP will remit said Rental Fees to the Client as soon as possible, minus any fees payable by Client to VRP. 

3.14.4 VRP shall not be held responsible or liable for any losses or damages which the Client may incur in connection with the processing of payments for the Rental Fees by third party Advertisement Sites or PPPs.

3.15. Collection and Remittance of Additional Rental Fees. The processing of payments for Additional Rental Fees shall be the sole responsibility of the Client, and VRP shall not act as the Client’s agent with regards to the billing and collection of Additional Rental Fees from Guests, and VRP shall not be held responsible or liable for any losses or damages which the Client may incur in connection with the billing or collection of the Additional Rental Fees. In special cases, where the Parties have agreed that VRP shall assist Client in communicating with Guests with regards to the billing or collection of Additional Fees, Client acknowledges that VRP shall not be held responsible or liable for any losses or damages which the Client may incur in connection with communicating with Guests with regards to the billing or collection of the Additional Rental Fees.

3.16. Third Party Website and Domain Hosting Platform Independence. The designing, editing, coding, and hosting of VRP websites is done through the Website and Domain Hosting Platform of a third party, Squarespace. Personal information, back-end integrations, user access capabilities, and content on a website is subject to all Squarespace terms and policies. Client acknowledges that VRP has no responsibility for, or control over the Third Party Website and Domain Hosting Platform and their use of Content once submitted to them. Client also hereby acknowledges and agrees that VRP may be given access to use such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and shall have no liability whatsoever arising from or relating to VRP’s use of third-party Website and Domain Hosting Platform.

3.16.1. Access to VRP Website Traffic Tracking and Analytics. As part of the Website Services, VRP shall provide the Client access to the Custom Vacation Rental Website’s basic traffic statistics and analytics, at VRP’s absolute and sole discretion.

3.17. Non-Traditional Client Support. Client will receive access to VRP’s standard email and phone support for Services at no additional charge. Non-Traditional Client Support may include, but is not limited to, (a) extra support required for Dispute Resolution that may occur because of Client’s negligence or failure to fulfill its obligations to Guest, or (b) extra support required for repeated updates Client payout information that may occur because of Client’s repeated failure to provide accurate banking and wire payment information. Non-Traditional Support is chargeable at fifty U.S dollars ($50.00 USD) per hour. VRP will notify Client in advance of any required Non-Traditional Support with an estimate of hours required for completing the task, such Non-Traditional Support is subject to Client’s approval before proceeding.  VRP shall not be held responsible or liable for any losses or damages that the Client may incur in connection with Non-Traditional Support or Client’s refusal to receive Non-Traditional Support. 

3.18. Best Effort Basis. Client acknowledges that VRP provides the Services as-is and on a best efforts basis. Client agrees that the Services are not contingent on the delivery of any future outcome or features, nor are the Services guaranteed to deliver results related to any oral or written public comments made by VRP regarding future outcome or features. The Services to be rendered by VRP shall be conducted on a "best-efforts" basis and VRP has not, cannot and does not guarantee that its efforts will have any impact on the Client's Vacation Rental Property or Vacation Rental Business or that any subsequent financial improvement will result from his efforts.

3.19. Services Management. In the event there exists any error, discrepancy, omission or other type of error (collectively the “Advertisement Error”) in connection with the Services VRP shall within a reasonable period of time correct the Advertisement Error.  The Client shall indemnify, defend and hold VRP, along with its employees and agents, harmless from and against any and all claims (including in contract, tort, negligence, equity and at law), losses (including lost sales, lost revenue, lost profit), liabilities, judgments, interest and settlements, including reasonable lawyer fees and expenses, arising out of, or relating to any Advertisement Error, caused by, or contributed to, in whole or in part, by the Client.

3.20. Ratings & Reviews. VRP is not responsible for any reviews, ratings or comments posted on any third party website, including but not limited to those posted on Advertisement Sites and social networks.

3.21. Refusal to Publish.  VRP reserves the right, in its sole and absolute discretion, to refuse to publish Vacation Rental Property Listings, Virtual Villa Manuals, or VRP Websites in whole or in part, for any reason whatsoever, including, but not limited to, in the case such content may contain or may be deemed to be offensive, harmful, graphic, inappropriate, a violation of any applicable laws or regulations or a violation in part or in whole of this Agreement, and the Client agrees to release and hold VRP harmless from any loss, damage, cost or liability which may arise as a result thereof.

3.22. Appropriate Substitution. Certain Service features are dependent on the interoperability with third party APIs, data sources, software and websites. If any third party API, data source, software or website ceases to function, VRP may cease providing such Service features without entitling Client to any refund, credit, or compensation other than a refund of any amounts paid for future Service that cannot be delivered. VRP will make reasonable efforts to replace such Service features with an equivalent Service feature.


4. Client Responsibilities.  

4.1. The Client shall:

(a) use commercially reasonable efforts to assist and facilitate the provision of the Services, including the prompt provision of the Client Content and “Vacation Property Information” and provide any assistance that VRP may require. Client shall promptly notify VRP of any modification or change to the Vacation Property Information;

(b) maintain commercially reasonable business practices in connection with the rendering of the Services which shall include, but not be limited to:

i) fulfilling all Confirmed Bookings of a Vacation Property; 

ii) abide by the terms and conditions of any Rental Agreement;

iii) ensure that the Vacation Property meets minimum quality standards with regards to cleanliness, sanitation and safety;

iv) making itself, or a third party manager, available to resolve any issues which a Guest may have with the Vacation Property;

v) ensuring calendar reservations are accurate and up to date, or in the event this information is provided to VRP it shall be accurate and up to date, so as to allow Guests to have an accurate and clear understanding of which dates may be available for the rental of a Vacation Property; 

vi) comply with any applicable national, state, provincial, municipal or local laws, statutes,  and regulations in regards to the leasing of the Vacation Property to a Guest including, but not limited to, any licences or permits required to operate a Vacation Property in the legal jurisdiction within which it is located;

vii) comply with any national, state, provincial, municipal or local laws, statutes,  and regulations in connection with the safety, cleanliness, sanitation, state of repair and structural integrity of the Vacation Property;

viii) do not offer a Vacation Property to Guests that contains a Travel Issue;

ix) ensuring that any provided login information, email addresses and passwords for the Advertisement Sites are confidential and stored in a safe location; and

x) comply with any requests by VRP to take reasonable action to maintain the security, integrity and accuracy of the Vacation Property Listings, Virtual Villa Manuals, and VRP Website.

4.2. Suspension of Services for refusal or failure to provide Client Content. In the event the Client refuses to or has failed to provide VRP with the required Client Content and/or accurate Vacation Property Information as contemplated in this Agreement for a period of over seven (7) days VRP shall be entitled to and may, in its sole and absolute discretion, suspend Services to Client without limiting VRP’s other rights and remedies, until VRP receives Client Content. 

4.2.1 The suspension of Services may include, but are not limited to, the following actions: (a) the de-listing, inactivation, unpublication, or removal of any Vacation Property Listings from Advertisement Sites and suspension of all active services included within the VRP Marketing and Booking Services; (b) the un-sharing, inactivation, unpublication, or removal of any Virtual Villa Manual or VRP Analytics; (c) the inactivation, unpublication, or removal of any VRP Website or VRP Domain.

4.2.2. In the event that the Client fails to provide VRP with the required Client Content for a period of fourteen (14) days, or in the event of repeated suspensions for the refusal to provide Client Content, VRP reserves the right to terminate its Services and this Agreement for cause, without prior notice, in accordance with subsection 17 of this Agreement.


5. CLIENT CONTENT 

5.1. Right to use Client Content. Client hereby grants to VRP a non-exclusive, worldwide, transferable, sub-licensable, irrevocable, perpetual royalty-free license to use, modify, edit, adapt, translate, incorporate, reproduce, reformat, publish, create derivative works from and publicly display, and distribute, in whole or in part, Client Content to provide the Service.

5.2. Client Business or Trade Name. The Client hereby agrees and acknowledges that it shall provide VRP with the right to use any business or trade name that the Client may submit in connection with the rendering of Services contemplated by this Agreement. 

5.3. Use of Client Content.  VRP shall use commercially reasonable efforts to safeguard against the destruction, loss, disclosure or misuse of the Client Content in its possession or under its management.  The Client agrees that it is solely responsible for determining that the security measures specified in this Agreement constitute appropriate measures to protect Client Content as necessary with respect to the operation of its business and as required by applicable laws. 

5.4. No Liability.  VRP will not be responsible or liable for the security or integrity of any Client Content during transmission via public telecommunications facilities (including the Internet) or services.

5.5. Right to Copyright and Protect Client Content.  The Client hereby grants VRP the ability to copyright and protect the images and other content available on the Vacation Property Listings from the unauthorized use by unaffiliated third parties who may attempt to use such information and Client agrees to grant VRP the right to pursue at law any person or entity that violates your or VRP’s rights in the content displayed in the Vacation Property Listings. This shall not serve as a requirement, or obligation on the part of VRP to pursue at law any person or entity that has violated VRP or the Client’s rights as contemplated in this Agreement.  

5.6. Copyright and Intellectual Property Laws. VRP is not responsible for any infringement or violation of any copyright, intellectual property, or other laws resulting from the Content or the publication thereof in connection with the rendering of the Services.  The Client shall indemnify, defend and hold VRP harmless against any and all claims (including in contract, tort, negligence, equity and at law), losses (including lost sales, lost revenue, lost profit), liabilities, judgments, interest and settlements, including reasonable lawyer fees and expenses, arising out of, or relating to the use of the Content and the publication thereof insofar as the rendering of Services are concerned.  Client hereby waives and releases all rights to any claim against VRP for any alleged or actual infringement of any proprietary rights, rights of privacy and publicity, moral rights and rights of attribution in connection with the Content and the Vacation Property Listings.  

5.7. Client Content – Non-Confidential. The Client agrees that the Client Content, exclusively related to Vacation Property Information, will be considered non-confidential and VRP, its affiliates, and licensees will be under no obligation to treat such Client Content as proprietary information. Without limiting the foregoing, VRP, its affiliates, and licensees reserve the right to use the Client Content as they deem appropriate, including, without limitation, deleting, editing, modifying, rejecting, or refusing to post it on Advertisement Sites. VRP, its affiliates, and licensees are under no obligation to offer the Client any payment for Client Content submitted or the opportunity to edit, delete or otherwise modify the Client Content once it has been submitted to VRP. VRP, its affiliates, and licensees shall have no duty to attribute authorship of Client Content to the Client, and shall not be obligated to enforce any form of attribution of the Client Content to third parties.



6. VRP CONTENT. 

6.1. Ownership of VRP Content: VRP exclusively owns all rights, title and interest in and to all of VRP Content. Nothing in this Agreement will confer to Client any right of ownership in the VRP Content or any license to any Content other than the Rights expressly granted in this Agreement. Only in the case that Client pays the Fees to use certain VRP Content (pricing according to section 8 of this agreement), VRP would therefore grant Client a non-exclusive, worldwide, transferable, sub-licensable, irrevocable, perpetual royalty-free license to use, modify, edit, adapt, translate, incorporate, reproduce, reformat, publish, create derivative works from and publicly display, and distribute, in whole or in part, the purchased VRP Content.

6.1.1. Ownership of Virtual Villa Manual: VRP exclusively owns all rights, title and interest in and to all of the Virtual Villa Manual. Nothing in this Agreement will confer to Client any right of ownership of the Virtual Villa Manual or any license to any Content other than the Rights expressly granted in this section. VRP hereby grants Client a non-exclusive, worldwide, transferable, sub-licensable, revocable, perpetual royalty-free license to use, incorporate, publicly display, and electronically distribute the Virtual Villa Manual to conduct Client's commercial business. 

6.1.2. Ownership of VRP Analytics: VRP exclusively owns all rights, title and interest in and to all of VRP Analytics. Nothing in this Agreement will confer to Client any right of ownership of the VRP Analytics or any license to any Content other than the Rights expressly granted in this section. VRP hereby grants Client a non-exclusive, worldwide, transferable, sub-licensable, revocable, perpetual royalty-free license to use, incorporate, reproduce, reformat, publicly display, publicly perform and electronically distribute VRP Analytics to conduct Client's commercial business.

6.1.3. Ownership of VRP Website and Domain. VRP exclusively owns all rights, title and interest in and to all VRP Websites and VRP Domains in connection with the VRP Website Services. Nothing in this Agreement will confer to Client any right of ownership of the VRP Website or VRP Domain, or any license to any Content other than the Rights expressly granted in this section. The Client cannot copy any Content uploaded to, or published on the VRP Website, The VRP Website and VRP Domain owned by and are under VRP’s control and management, and Client will not have back end access to edit, modify, or update a VRP Website’s content. Allowing members to have back end access would hinder VRP’s ability to provide the VRP Website Services. Only in the case that Client pays the Fees to purchase a VRP Website and VRP Domain (pricing according to section 8 of this agreement), VRP would therefore grant Client a non-exclusive, worldwide, transferable, sub-licensable, irrevocable, perpetual royalty-free license to use, modify, edit, adapt, translate, incorporate, reproduce, reformat, publish, create derivative works from and publicly display, and distribute, in whole or in part, the purchased VRP Website and VRP Domain.

6.1.4. Suspension of Services for Non-Authorized use of VRP Content. In the event the Client uses VRP Content without expressed authorization from VRP (“Non-Authorized Use”), VRP shall be entitled to and may, at its sole and absolute discretion, charge Client the fees outlined in section 8 for VRP Content fees and suspend Client’s Services without limiting VRP’s other rights and remedies, until it receives full payment, including any and all other unpaid Fees and any applicable interest, from the Client for the Arrears. The suspension of Services may include, but are not limited to, the following actions: (a) the de-listing, inactivation, unpublication, or removal of any Vacation Property Listings from Advertisement Sites and suspension of all active services included within the VRP Marketing and Booking Services; (b) the un-sharing, inactivation, unpublication, or removal of any Virtual Villa Manual or VRP Analytics; (c) the inactivation, unpublication, or removal of any VRP Website or VRP Domain. In the event of a suspension for the Non-Authorized Use of VRP Content, VRP reserves the right to terminate the Service without prior notice and this Agreement for cause in accordance with subsection 17 of this Agreement.



7. TERM

7.1. The Term. The term of this Agreement shall be on a year-to-year basis commencing on the Effective Date and continuing until such time as this Agreement is terminated in accordance with the provisions hereof.

7.2. Renewal. This agreement will automatically renew for successive one-year terms until such time as this Agreement is terminated in accordance with the provisions hereof. This automatic renewal allows the Services to remain uninterrupted.



8. SERVICE FEES

8.1. Plans. In consideration of VRP providing the Services the Client shall benefit from one of the following three (3) service plans: the BASIC Plan, the PRO Plan, and the PREMIUM Plan.

The Fees for the Plans (collectively the “Fees”) are as follows:

BASIC Plan: The Basic Plan includes the VRP Marketing and Booking Services. Client shall pay VRP a Booking Fee of twelve percent (12%) of the total Rental Fee of each Confirmed Booking (the “Booking Fee”).

PRO Plan: The Pro Plan includes the VRP Marketing and Booking Services, as well as the VRP Pricing Management Services. Client shall pay VRP fifty dollars ($50.00) per property for the VRP Pricing Management Services, and a twelve percent (12%) Booking Fee on each Confirmed Booking.

PREMIUM Plan: The Premium Plan includes the VRP Marketing and Booking Services, the VRP Pricing Management Services, as well as the VRP Website Services. Client shall pay VRP one hundred and seventy five dollars per month plus twenty-five dollars per property per month ($175.00/month + $25.00/property/month) billed quarterly for the VRP Website Services, and fifty dollars per property per month ($50.00/property/month) billed quarterly for the VRP Pricing Management Services, and a twelve percent (12%) Booking Fee on each Confirmed Booking.

8.1.2. VRP Content Dues: In the event that Client wishes to copy certain VRP Content for its own use, or in the event that Client copies VRP content without VRP's written authorization, Client shall be liable to pay VRP: 

○ A fee of one thousand and five hundred dollars ($1,500.00) for each Vacation Rental Property Listing Title & Description (the "Listing Optimization Dues"),

○ A fee of seven hundred and fifty dollars ($750.00) for each Digital Villa Manual (the "Digital Villa Manual Dues"),

○ A fee of two thousand and five hundred dollars plus two hundred and fifty dollars ($2,500.00 + $250.00/property) for each VRP Website and VRP Domain combination (the "VRP Website Dues").

8.2. Fees.  In consideration of VRP providing the Services the Client shall:

(a) pay all Fees, as such term is described above) in United States Dollars (USD);

(b) reimburse VRP for any costs and expenses incurred by VRP that are not included as part of the Fees and that are pre-approved by the Client; and

(c) pay to VRP such other applicable sales taxes, levies, tariffs, duties, fees, costs or charges as are required to be paid under this Agreement.

8.3. Adjustment to Fees.  The Parties may agree subsequent to the execution of this Agreement to an adjustment in the Fees.  In such case a new amendment shall be signed by the Parties to evidence their agreement to the adjustment in Fees.

8.4. Pre-Authorized Payment of Fees 

(a) The Client agrees that it shall pay for the Fees, and any other costs, expenses, charges, levies, tariffs, duties or taxes as described in subsection 8.1 of this Agreement (collectively the “Additional Costs and Taxes”), in the form of pre-authorized payments on its credit card, or pre-authorized debits from its bank account and agrees to provide its credit card, or banking information to VRP at the time this Agreement is executed by the Parties;

(b) The Client hereby authorizes VRP to deduct the Fees and Additional Costs and Taxes from the Client’s bank account, or credit card;

(c) The Client acknowledges and agrees to the pre-authorized debit or credit agreement (attached hereto as Schedule “A”), to give effect to the payment of the Fees and Additional Costs and Taxes by credit card or automatic debits to its bank account as VRP requires; 

(d) The Client shall provide VRP with the necessary banking and credit card information to pre-authorize the payment of the Fees and Additional Costs and Taxes and agrees to inform VRP within ten (10) days in the event of any changes to its billing information; and

(e) The Client will ensure that sufficient funds or credit are available in its bank account, or credit card, as applicable, to cover the Fees and Additional Costs and Taxes deducted therefrom.  The Client acknowledges that in the event of a declined payment due to insufficient funds this may result in VRP incurring bank or credit charges and such bank charges, fees or expenses will then be automatically charged to the Client’s credit card, or bank account, as applicable, at a later date, or shall, at VRP’s discretion, be reimbursed by Client to VRP within ten (10) days of incurring such charge, fee or expense.



8.5. INVOICING

8.5.1. Billing Cycle: VRP shall bill the Client for the Fees and Additional Costs and Taxes associated with all VRP Content and the Services within thirty (30) days from the last day of the preceding month following the rendering of Services to the Client, or later;

8.5.2. VRP shall provide an invoice reasonably describing the Fees and Additional Costs and Taxes incurred during the preceding month, including any other fees or charges such as but not limited to a 3% administration fee for credit or debit card payments, which may payable under this Agreement in consideration of the preceding month.

8.5.3. Disputes: Client will notify VRP in writing in the event it wishes to dispute any portion of any Fees or Additional Costs and Taxes paid or payable by Client under this Agreement. Client will use reasonable efforts to provide such notice to VRP within seven (7) days of the applicable charge and the parties will work together to resolve the applicable dispute promptly. Upon expiration of the 7-day period described in this section, Client will not be entitled to dispute any fees paid or payable by Client.

8.6. Processing Fees. The Client’s payment company (for example, Client’s credit or bank card issuer) will use a currency conversion rate for and may impose a currency conversion fee on your payment, if Client’s card or bank account is denominated in a currency that is different from the Fee currency. Similarly, third-party payment processors may also use a currency conversion rate for or impose a currency conversion fee on your payment. All of these currency conversion rates and fees are not controlled by or known to VRP and thus the Client acknowledges that VRP will be completely released from all discrepancies arising from currency matters, including vis-à-vis the Guest. 

8.7. Taxes.  (a) The Fees are exclusive of all taxes, and the Client agrees to pay any and all taxes, duties, tariffs or levies on the Services rendered under this Agreement which shall be billed to the Client as per subsection 8.4 of this Agreement. (b) The Client agrees that it shall be solely responsible for determining its applicable value added taxes, goods and services taxes or other municipal, provincial, state and federal indirect or other withholding and personal or corporate income taxes (the “Client Taxes”) and reporting requirements in consultation with Client’s tax advisors which it may be required to charge to Guests, the Advertisement Sites or any other third party in connection with the rendering of the Services. VRP cannot and does not offer tax-related advice. The Client is solely responsible for determining Client Taxes applicable with regards to any Confirmed Booking save and except for sales taxes charged to the Client for the Services.  Any Client Taxes to be billed and collected from Guests shall be the sole responsibility of the Client save and except if the Parties have agreed that VRP shall assist Client with respect to inputting information related to the Client Taxes in the Vacation Property Listings.  

8.8. Arrears. In the event the Fees, or other costs, expenses, charges, taxes or any other sum owing to VRP as contemplated in this Agreement remain unpaid (the “Arrears”) for a period of thirty (30) days or more VRP shall be entitled, in its sole and absolute discretion, to charge Client interest rate of one percent (1%) per month, without limiting VRP’s other rights and remedies. In the event such Arrears remain outstanding for a period of sixty (60) days or more, VRP shall be entitled to terminate this Agreement for cause in accordance with subsection 17 of this Agreement.

8.9. Suspension of Services for Non-Payment of Fees. In the event the Fees, or other costs, expenses, charges, taxes or any other sum owing to VRP as contemplated in this Agreement remain unpaid (the “Arrears”) for a period of thirty (30) days or more VRP shall be entitled to and may, in its sole and absolute discretion, suspend Services to Client without limiting VRP’s other rights and remedies, until it receives full payment, including any applicable interest, from the Client for the Arrears. The suspension of Services may include, but are not limited to, the following actions: (a) the de-listing, inactivation, or removal of any Vacation Property Listings from Advertisement Sites and suspension of all active services included within the VRP Marketing and Booking Services; (b) the un-sharing, inactivation, or removal of any Virtual Villa Manual or VRP Analytics; (c) the inactivation, or removal of any VRP Website or VRP Domain. In the event of repeated suspensions for non-payment, VRP reserves the right to terminate the Service without prior notice and this Agreement for cause in accordance with subsection 17 of this Agreement.

8.10 Attorneys’ Fees. If any action or proceeding relating to this Agreement or the enforcement of any provision of this Agreement, including but not limited to the collection of Fees, is brought against the Client or Guest, VRP shall be entitled to recover reasonable attorneys’ fees, legal costs and all disbursements (in addition to any other relief to which VPR may be entitled).



9. LIABILITY AND DAMAGES TO VACATION PROPERTY

9.1. Property Management. VRP acts for the Client in a limited capacity as its marketing agency insofar as the rental and marketing of any Vacation Property is concerned.  VRP is not a property manager and does not perform any duties related to property management. VRP is not a party to any Rental Agreement between the Client and Guest and is not responsible for ensuring that a Guest makes any payments to Client including the Rental Fee and Additional Fees.  

9.2. In addition, VRP makes no warranty or representation to the Client with regards to the Guests who may occupy a Vacation Property and as such VRP shall not be held liable in any manner whatsoever for any damages, omissions or losses occasioned by a Guest to the Vacation Property.  Any dispute that may arise with respect to damages, omissions or losses to a Vacation Property, or any other dispute whatsoever, including the payment of the Rental Fee, Additional Fees, or damages caused to the Vacation Property, shall be dealt with between the Guest and the Client and VRP will not be held responsible or liable in any manner by the Client, or Guest. 



10. RENTAL AGREEMENT 

10.1. The Client hereby acknowledges and agrees insofar as a Rental Agreement is concerned that:

(a) Client is fully responsible for reviewing and complying with the terms and conditions of the Rental Agreement;

(b) any Rental Agreement used by the Client, whether it is a sample agreement or one which is provided by the Guest or Client is used solely at the Client’s own risk and expense; 

(c) nothing contained in any Rental Agreement, or any sample rental agreement is a substitute for the advice of a lawyer;

(d) any Rental Agreement for the Vacation Property is strictly between the Guest and Client, and the Client shall not hold VRP responsible or liable for any act, loss, damage or omission relating to the rental transaction or Rental Agreement; 

(e) the Client acknowledges having been advised by VRP to obtain local legal counsel to prepare, review and revise as necessary any Rental Agreement to ensure compliance with federal, state, provincial, municipal and local laws and regulations, and to revise the Rental Agreement as necessary to accurately represent the Vacation Property and the applicable circumstances surrounding the rental transaction; and

(f) the Client agrees and acknowledges that VRP is acting on the Client’s behalf solely as its marketing agent for the limited purpose of advertising and marketing the Vacation Property. 



11. CANCELLATION OF A CONFIRMED BOOKING

11.1. Cancellation by Guest.  A cancellation of a Confirmed Booking will not entitle the Client to a refund or reimbursement of the Booking Fee. Except in the event where a Guest cancels a Confirmed Booking and the Client provides adequate proof to VRP in order to demonstrate that the Advertisement Sites have refunded the Guest the Rental Fee in part or in its entirety. VRP, in its sole and absolute discretion, is to determine whether such proof is adequate. In the event that VRP determines Client proof is adequate, VRP will provide reimbursement, in whole or in part, of the Booking Fee associated with the cancelled Confirmed Booking. The reimbursement of Booking Fee shall be applied to the Client’s invoice in the month following when the Client became entitled to such reimbursement.  The reimbursement shall constitute a credit on the Client’s account with VRP. 

11.2. Cancellation by Client.  Should the Client cancel a Confirmed Booking for cause (for the purpose of this section a cancellation with cause shall mean any valid reason as determined by VRP’s sole and absolute discretion, acting reasonably) the Booking Fee shall be reimbursed to the Client. The reimbursement of Booking Fee shall be applied to the Client’s invoice in the month following when the Client became entitled to such reimbursement.  The reimbursement shall constitute a credit on the Client’s account with VRP. In the event the Client cancels a Confirmed Booking without cause the Fees shall not be reimbursed to the Client. 

11.2.1. Alternative Accommodation.  The Client acknowledges that in the event it cancels a Confirmed Booking it may be subject to a consequence imposed by the Advertisement Sites whereby the Client must make arrangements for suitable alternative accommodations during the Booking Period (the “Alternative Accommodation Penalties”. VRP shall have no responsibility or liability for any losses or damages incurred by Client as a result of their cancellation of a Confirmed Booking, and the Client is solely responsible for arranging for suitable alternative accommodations during the Booking Period. The suitability and approval of the alternative accommodations may be subject to VRP and Advertisement Site’s absolute and sole discretion. In the event that VRP is charged or pays any Alternative Accommodation Penalties on behalf of the Client, Client shall reimburse VRP within seven (7) days of incurring the said penalties.  It is recommended that the Client contact VRP in advance of cancelling any Confirmed Booking to determine whether any Alternative Accommodation Penalties may be applicable in the circumstances.  

11.2.2. Advertisement Sites Fees or Penalties.  The Client acknowledges that in the event it cancels a Confirmed Booking it may be subject to a penalty, fee or cost consequence imposed by the Advertisement Sites (the “Advertisement Site Penalties”).  VRP shall have no responsibility or liability for any losses or damages incurred by Client as a result of their cancellation of a Confirmed Booking, and Client shall be solely responsible for the payment of any Advertisement Site Penalties.  In the event that VRP is charged or pays any Advertisement Sites Penalties on behalf of the Client, Client shall reimburse VRP within seven (7) days of incurring the said penalties. It is recommended that the Client contact VRP in advance of cancelling any Confirmed Booking to determine whether any Advertisements Sites Penalties may be applicable in the circumstances.  


12. CONFIDENTIALITY.

12.1. Definition of Confidential Information. Except as otherwise expressly provided herein, each party agrees not to disclose confidential information of the other party without their prior written consent (“Confidential Information”). Confidential Information shall mean any confidential, proprietary or trade secret information relating to the Service or information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the Term, including, but not limited to, business, financial or technical information that is not (a) disclosed in public materials or otherwise in the public domain through no fault of the Receiving Party; (b) lawfully obtained by the Receiving Party from a third party without any obligation of confidentiality; (c) lawfully known to the Receiving Party prior to disclosure by the Disclosing Party; (d) independently developed by the Receiving Party; or (e) required or reasonably advised to be disclosed by law, as long as the Receiving Party affords the Disclosing Party a reasonable opportunity to seek protective legal treatment of the Confidential Information and reimburses the Disclosing Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

12.2. Compelled Disclosure. Without limiting the above, VRP shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Confidential Information. VPR shall not modify or disclose Client’s Confidential Information except as compelled by law or as expressly permitted in writing by Client, nor shall VPR access Client’s Confidential Information, except to provide the Service or prevent and/or address Service technical problems, or at Client’s request in connection with support matters.


13. PRIVACY

13.1. Your registration information is subject to our privacy policy as set forth at http://www.villarentalpartners.co/privacy-policy (“Privacy Policy”).



14. REPRESENTATION AND WARRANTIES

14.1. Work Standards. VRP represents and warrants to the Client that all Services shall be performed in a professional manner and in accordance with applicable laws and the Client warrants that it shall comply with all applicable laws in the performance of its obligations under this Agreement.

14.2. Client Representations and Warranties.  The Client hereby represents and warrants to VRP the following:

(a) That it is the lawful owner of the Vacation Property, or has the legal right to rent the Vacation Property to Guests on behalf of the owner; and

(b) It is the owner of any accounts and login information and passwords in regards to the accounts created on the Advertisement Sites by the Client prior to the rendering of Services as contemplated herein.

14.3. Authorization and Enforceability.  Each party represents and warrants to the other party that (applicable for the Client only in the event the Client is a corporation):

(a) it has all requisite corporate power and authority, approvals and consents (including any necessary third party consents) to enter into this Agreement and that are necessary to carry out the transactions contemplated herein, to perform its obligations hereunder and to grant to the other party the rights and licenses granted herein;

(b) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all requisite corporate action on the part of such party; and

(c) this Agreement has been duly executed and delivered by such party and is a valid and binding obligation of such party, enforceable against it in accordance with its terms. 

14.4. Exclusions. The Client acknowledges and agrees that the warranties, representations and covenants expressly contained in this Agreement are the only warranties, representations and covenants provided by VRP concerning the Services, and there are no other representations, covenants, warranties or conditions, express or implied, including implied warranties or conditions of merchantable quality or fitness for a particular purpose, warranties of non-infringement or that the provision of the Services will be uninterrupted or error-free, will meet the Client’s requirements and those arising by statute or otherwise in law or from a course of dealing or usage of trade, all of which are expressly denied and disclaimed. The Client confirms that it has not relied on any representation, warranty, condition or promise made by VRP which has not been expressly stated in this Agreement.


15. LIMITATION OF LIABILITY

15.1. Limitation. Notwithstanding any other provision of this Agreement, VRP’s total, cumulative, and aggregate liability to the Client: (a) arising under this Agreement; (b) for any and all breaches by VRP of this Agreement (including fundamental breach); (c) for any termination by VRP of this Agreement; and/or (d) for any other act, omission, or event related in any way to this Agreement; shall not exceed the total amount of Fees received by VRP from the Client pursuant to this Agreement during the immediately preceding ninety (90) day period, whether VRP’s liability is based on contract, tort, negligence, equity, at law, and/or upon any other theory of liability, howsoever arising.   

15.2. Special or Consequential Damages. In no event shall VRP be liable to the Client for any indirect, incidental, exemplary, special or consequential damages of any kind or nature whatsoever (including with respect to loss of data or Client Content, loss of revenue or profits, loss of goodwill, business interruption, the inability to make use of the Services (as may be the case in the event any third party property management system to which VRP relies on to render the Services is temporarily out of service or unavailable) or failure to recognize expected savings), whether VRP’s liability is based on contract, tort, negligence, equity, at law, and/or upon any other theory of liability, howsoever arising, even if such damages are foreseeable or VRP has been advised of the possibility of such damages. 


16. INDEMNITY

16.1. Indemnification by Client.  The Client shall hold harmless, indemnify and defend VRP and any of its employees, affiliates, agents, volunteers and contractors from and against any and all claims (including in contract, tort, negligence, equity and at law), losses (including lost sales, lost revenue, lost profit), liabilities, judgments, interest and settlements, including reasonable lawyer fees and expenses, arising out of, or relating to:

(a) the failure to observe or perform any duties or obligations to be observed or performed prior to the Effective Date, or from a cause of action which occurred prior to the Effective Date, by the Client under any contracts with the Advertisement Sites, Guests or any other third party;

(b) it fails to observe any of its obligations, representations and warranties as set out in this Agreement which results in losses or damages to a third party;

(c) it holds itself out to be the owner of a Vacation Property, or capable of renting a Vacation Property to Guests on behalf of the owner of a Vacation Property and this results in losses or damages to the bona fide owner of the Vacation Property;

(d) in any case where the Client misrepresents, misleads, or provides false information to VRP in any manner whatsoever in regards to a Vacation Property, a Vacation Property Listing, the Client Content, a Confirmed Booking, the Services, Rental Fee, Rental Agreement along with any account, login information and password related to the Advertisement Sites which results in damages or losses to a third party;

(e) damages or losses caused to the Vacation Property by any third party or Guest;

(f) personal injury (including death) or property loss or damage resulting from the Client's (or its agents) acts or omissions; and

(g) a third party concerning VRP’s use of the Client Content in connection with the rendering of the Services.

16.2. Indemnification Procedures.  If a claim is commenced against VRP by a third party and such third party, who intends to seek indemnification, is entitled to indemnification under subsection 16.1, then VRP shall give prompt notice of such claim to the Client including a brief description of the amount and basis therefore, if known. Each party shall cooperate fully with the other party in its defense against any such claim. The indemnity obligations of the Client under subsection 16.1 shall be conditional on notice of the claim having been provided and the Client having had the opportunity to consult with VRP in respect of the claim. In the event VRP is seeking indemnification hereunder in respect of a claim, VRP shall not settle such claim without the prior approval of the Client.

 

17. TERMINATION

17.1 Termination without Cause. Either party may terminate this Agreement without cause by giving the other party written notice of termination at least thirty (30) days prior to the effective date of termination specified in such termination notice. The Parties hereby acknowledge that they renounce expressly to article 2125 in the Civil Code of Quebec. 

17.2. In the event of any termination by the Client under subsection 17.1 of this Agreement the Client shall be liable to pay to VRP all Fees, unbilled Booking Fees, un-billed Listing Optimization Fees, un-billed Property Photography Fees, unbilled Market Pricing Report Fees, and any Additional Costs and Taxes up to and including the effective date of termination no later than thirty (30) days following notice of termination of this Agreement. In the event that Client would like to copy VRP Content for its own use upon termination of this Agreement, Client shall be liable to pay to VRP all Fees including but not limited to unbilled Fees for VRP Content and unbilled Booking Fees, as described under subsection 8.1 of this Agreement.

17.3. In the event of any termination by VRP under subsection 17.1 of this Agreement the Client shall be liable to pay to VRP all Fees, unbilled Booking Fees, un-billed Listing Optimization Fees, un-billed Property Photography Fees, unbilled Market Pricing Report Fees, and any Additional Costs and Taxes up to and including the effective date of termination no later than thirty (30) days following notice of termination of this Agreement. In the event that Client would like to copy VRP Content for its own use upon termination of this Agreement, Client shall be liable to pay to VRP all Fees including but not limited to unbilled Fees for VRP Content and unbilled Booking Fees, as described under subsection 8.1 of this Agreement.

17.4. Termination for Cause.  Either party may terminate this Agreement:

(a) Immediately at any time during the Term with written notice to the other party in the event that the other party has violated any applicable laws or regulations related to the provision of Services, has become bankrupt, has ceased to carry on business and has provided adequate proof, with VRP to determine whether proof is adequate in its sole and absolute discretion, to VRP to demonstrate that Client has ceased to carry on business entirely, made an assignment for the benefit of its creditors, filed a petition for bankruptcy, or if a trustee or receiver has been appointed for all or for a substantial portion of the assets of the defaulting party; or

(b) Immediately if the Vacation Property is subject to any writ, seizure, levy, action for possession, judgment enforcement proceedings, or sale for the benefit of the Client’s creditors; or

(c) Immediately if the other party is in material breach or default of this Agreement and fails to remedy such material breach or default within ten (10) days of written notice of such material breach or default from the non-defaulting party.

In the event of any termination for cause by either party the Client shall immediately pay to VRP any and all Fees, including but not limited to unbilled Fees for VRP Content and unbilled Booking Fees, and the Additional Costs and Taxes up to and including the effective date of termination.

17.5. Termination of Services. The Services shall cease and the Parties obligations as stipulated herein shall end on the 30th day following notice of termination in the case this Agreement is terminated without cause under subsection 17.1 of this Agreement and immediately in the event of termination of this Agreement for cause under subsection 17.4 of this Agreement. In either case, no refunds or credits for Fees paid to VRP will be provided to Client for Services upon the Termination of Services. The Client acknowledges that in the event that the Services are terminated, by either VRP or Client, this may result in errors, omissions, losses, damages or inaccurate information as stated therein.  The Client agrees to release and hold VRP harmless from any loss, damage, cost or liability which may arise as a result thereof.

17.6. Deletion of VRP Analytics. Following the termination or cancellation of the Service, VRP reserves the right to delete VRP Analytics in the normal course of operation, once deleted, neither can be recovered. It is Client’s sole responsibility to export or download VRP Analytics prior to cancellation of Services. The Client acknowledges that in the event that VRP Analytics are deleted following the termination or cancellation of the Service, by either VRP or Client, this may result in errors, omissions, losses, damages or inaccurate information as stated therein.  The Client agrees to release and hold VRP harmless from any loss, damage, cost or liability which may arise as a result thereof.

17.6. Deletion of VRP Content. If any Fees or charges following the cancellation are still unpaid on the 30th day following notice of termination, VRP reserves the right to delete VRP Content in the normal course of operation, once deleted, neither can be recovered. It is Client’s sole responsibility to export or download VRP Content prior to cancellation of Services. The Client acknowledges that in the event that VRP Content are deleted following the termination or cancellation of the Service, by either VRP or Client, this may result in errors, omissions, losses, damages or inaccurate information as stated therein.  The Client agrees to release and hold VRP harmless from any loss, damage, cost or liability which may arise as a result thereof.

17.7. Vacation Rental Site Accounts Access after Cancellation. Upon payment of any and all outstanding Fees or charges following cancellation, VRP will relinquish and/or return Vacation Rental Advertisement Site accounts to Client if: (i) Client submits a written request; and (ii) it is permissible by Vacation Rental Site entity. The Client acknowledges that in the event that VRP is not able to relinquish and/or return Vacation Rental Advertisement Site accounts to Client following the termination or cancellation of the Service, by either VRP or Client, this may result in errors, omissions, losses, damages or inaccurate information as stated therein.  The Client agrees to release and hold VRP harmless from any loss, damage, cost or liability which may arise as a result thereof.



18. NON-SOLICITATION 

18.1. The Client undertakes that it will not during the term of this Agreement and for a period of twelve (12) months following the termination of this Agreement, directly or indirectly, induce or procure or attempt to induce or procure any person who is or was, during the twenty-four (24) month period prior to the termination of this Agreement, an employee or consultant for VRP,  and with whom the Client had contact, to leave their employment or service with VRP (or its affiliates, if applicable), notwithstanding whether such person would commit any breach of their employment or appointment by reason of leaving the service of VRP (or its affiliates). Such is done to protect the legitimate interests of VRP.


19. GENERAL PROVISIONS

19.1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties. VRP may amend or modify this Agreement from time to time, in which case the new Agreement will supersede prior versions. VRP will notify Client in writing via e-mail, or facsimile, or registered letter, not less than 30 days prior to the effective date of any such amendment or modification and will inform Client about the intended amendments or modifications (the "Notice of Amendment or Modification"). If Client does not object to the amendment or modification in writing within 30 days from the Notice of Amendment or Modification, such non-objection will constitute Client's acknowledgment and consent to any such amendment or modification. VRP will inform the Client about its right to object and the consequences of non-objection with the Notice of Amendment or Modification. There are not and shall not be any verbal statements, representations, warranties, undertaking or agreements between the Parties hereto. All prior agreements between the Parties affecting the matters dealt with herein are excluded from this Agreement and are of no force and effect. 

19.2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the province of Quebec, Canada. 

19.3. Dispute Resolution. Any dispute arising out of this Agreement or any matter related hereto which cannot be resolved between the Parties themselves shall be referred to arbitration.  The place of the arbitration shall be the City of Montreal, Quebec, Canada and the hearing shall be held before one arbitrator. VRP will provide a list of three (3) arbitrators to the Client and within thirty (30) days thereof the Client shall notify VRP of its choice of arbitrator.  In the event the Client fails to notify VRP of its choice of arbitrator within thirty (30) days VRP shall choose the arbitrator which choice shall be final and binding on the Client. The costs of the arbitrator shall be shared equally by the Parties and the language of the arbitration shall be in English.  In the event the Parties agree an oral hearing need not be held. There shall be no appeal from the decision of the arbitrator on questions of fact, law, or mixed fact and law. The arbitrator’s decision shall be final and binding on the Parties.     

19.4. Invalidity. If any of the provisions contained in this Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not be in any way affected or impaired hereby. For greater certainty, the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein.  Alternatively any invalid provisions may be severable.

19.5. Excessive obligations. If an obligation is found to be excessive or too onerous, instead of and in preference to annulling the obligation, a Court of competent jurisdiction, or arbitrator, can be requested and mandated to reduce the obligation(s) to the maximum legally allowable, so that the purposes of this Agreement are not frustrated.  

19.6. Notices. Any notice to be made by either Party to the other must be in writing and shall be sufficiently made if sent by registered mail, facsimile or email to the Party to be served at the address and to the persons outline herein, or to such other address as either party may from time to time specify in writing to the other:

If to Client: The name, address, email, phone number, and fax number provided to VRP by the Client, by completing and signing this Agreement or by completing and submitting the Client Questionnaire on VRP’s website in accordance with your acknowledgement and agreement to all of the terms outlined and set within this Agreement.

If to VRP:

Villa Rental Partners Contact Information.png

Any such notice shall be deemed to have been received and effective, if by registered mail, at the time of arrival thereof at the address of the other Party and no later than one (1) business day immediately following the receipt a facsimile or email.

 

19.7. Benefit and Binding Nature of the Agreement. This Agreement shall ensure to the benefit of and be binding upon the Parties and their respective legal representatives, heirs, executors, administrators, permitted assigns and successors.  For the sake of clarity, successors shall include, but not be limited to any individual, corporation, partnership, association or other entity or organization that is amalgamated with or acquires VRP or the Client’s business.  VRP has the authority to enter into this Agreement and bind the corporation legally described as 10766038 Inc. (the "Corporation").  VRP acknowledges and confirms that it is one and the same as the Corporation and the Corporation has chosen to enter into this Agreement under its trade name VRP. 

 

19.8. VRP Employees. VRP acknowledges that it along with its employees and agents will have access to certain Client financial information (such as but not limited to, PayPal accounts) within those accounts in connection with the Advertisement Sites.  VRP agrees that in the event it has evidence demonstrating that any of its employees or agents have misappropriated any monies owing to the Client, or monies in Client’s account or PayPal account associated with the Advertisement Sites it shall assist Client with recuperating misappropriated monies from its employees or agents.

19.9. Assignment.  VRP shall have the right to assign, in whole or in part, its right, title and interest in this Agreement.  The Client shall only be permitted to assign its right, title and interest in this Agreement provided it obtains the prior written consent of VRP.

19.10. Electronic Signature.  The Parties hereby agree that this Agreement may be executed by an electronic signature or electronic button click to acknowledge and agree to the terms herein, which either shall constitute a valid and binding agreement on the part of the party choosing to execute the Agreement in such manner.  

19.11. Client Acknowledgment. The Client acknowledges and agrees that it has been given the opportunity to review this Agreement, negotiate its terms and seek independent legal advice with respect to the execution of this Agreement.

19.12. The Parties hereby acknowledge that it is their express desire that this Agreement be prepared in the English language; les parties reconnaissent qu'il est de leur volonté expresse que la présente convention soit rédigée en langue anglaise.



SCHEDULE A: PRE-AUTHORIZED DEBIT AGREEMENT

You hereby agree to grant VRP the authority to debit your credit card, debit card, or bank account for the purpose of allowing VRP to charge such card for amounts owing by you (the “Client”) pursuant to this pre-authorized debit or credit card charge agreement (the “DBA Agreement”).

NOW, THEREFORE, the Client hereby agrees and/or authorizes VRP as follows:

1. The Client agrees and understands that this agreement will remain in effect until such time as that certain Services Agreement dated according to the Effective Date entered into between the parties (the “Services Agreement”) hereto is terminated as per the provisions thereof.

2. This DBA Agreement is subject to the provisions of the Services Agreement and forms a part thereof.  In the event of conflict the terms of the Services Agreement shall prevail.

3. The Client agrees to notify VRP of any changes to its credit card, debit card (collectively the “Card”) and/or bank account, as well as contact information within ten (10) days of such changes.

4. The Client shall provide its bank account information and/or credit card information and/or debit card information to VRP in the course of paying for the services, as contemplated in the Services Agreement, before the receipt of its first invoice from VRP. 

5. The Client agrees to ensure sufficient funds to cover pre-authorized payments as they come due and understands that a declined payment may result in:

     a) further transaction attempt(s) within the next three (3) business days; and/or

     b) service charges of at least twenty-five ($25) USD dollars (chargeable to the Client); and/or

     c) interruption or cancellation of the services provided by VRP as contemplated under the Services Agreement.  

6. Client certifies that it is the authorized user of the credit card or debit card, or signing officer for the bank account, stipulated herein and that it will not dispute the payments processed under this Agreement provided the transactions correspond to the terms and conditions as outlined in this Agreement and the Services Agreement.

7. Client acknowledges and agrees that the amount charged to its credit card, debit card, or bank account may increase from time to time as a function of the services rendered to the Client as stipulated in the Services Agreement.  Client hereby authorizes VRP to draw on the credit card, debit card, or bank account for the purposes of paying VRP for any amounts owing to it pursuant to the Services Agreement. 

8. Client hereby authorizes the collection and communication by VRP of the personal information and credit information stipulated in this Agreement.  VRP may be required to provide this information to its financial institution for the purposes of giving effect to this Agreement and Client authorizes VRP in that regard.