RedAwning Full Service Agreement

Section 1:  Introduction

This Host Agreement is made and entered into as of the later date to appear in the signature block on an associated RedAwning Full Service Participation Agreement (the “FSPA”) (the “Effective Date”) or on the date Host completes and submits the online version of the FSPA by and between the Host identified on the FSPA (hereinafter referred to as the “Host”) and RedAwning.com, Inc. (“RedAwning.com” or “RedAwning”). As used herein, the term “Agreement” includes the FSPA, all Exhibits and linked pages and any amendments to any of the foregoing, which by this reference are each incorporated herein as though fully set forth.

Section 2:  Recitals

1. Host owns and/or is authorized to exclusively manage and/or take reservations for one or more properties or units (together, “Properties”; each a “Property”), to be identified by Host, and desires to market and make the Properties available for exclusive short-term rental by RedAwning;
2. RedAwning operates a worldwide property promotion, distribution, marketing, reservations, payments, guest solutions, and customer service platform, as well as a remote property management service, that enables hosts to market and book their properties for rental to guests (each rental a “Booking”) and provide improved guest experiences through add-on tools and solutions (all such services and solutions together the “Services”).
3. RedAwning will manage Bookings for each Property and shall work with Host to develop and implement a dynamic pricing strategy.
4. RedAwning will take actions it deems appropriate to manage guest relations, including communicating with guests, verifying guest identity, managing guest check-in and check-out, addressing guest issues that arise during or after a Booking, and managing guest reviews.
5. Host desires to engage the Services to promote the Properties and facilitate Bookings and RedAwning desires to provide such Services all in conformance with the terms of this Agreement.

Section 3:  Agreement

Now therefore, in consideration of the mutual covenants and undertakings herein contained, the parties agree as follows:

Section 3.1:  RedAwning Services

1. RedAwning shall provide Host the following Services:
1. RedAwning shall advertise the Properties exclusively for short-term rental pursuant to multiple digital methodologies, including without limitation, on web pages specifically devoted to each Property (each a “Property Page”) on RedAwning’s proprietary websites and RedAwning’s mobile App (“Websites”), on a Host specific Website built and hosted by RedAwning (“Host Website”), exclusively on all major third party short term rental distribution channels and other RedAwning distribution partner websites, and on such other channels as RedAwning may add (together, “Channel Partners”) and such additional promotional methodologies, if any, that RedAwning may deploy from time to time. Property Pages shall include a description of each Property, including amenities, photos, and other information provided by Host or RedAwning, as the case may be (the “Property Description”), and such other information as may be reasonably available to RedAwning or Channel Partners. RedAwning will also prepare digital guidebooks for each Property, which shall be the property of the RedAwning.
2. RedAwning shall host a Property-specific calendar (the “Property Calendar”) that shall enable users to view each Property’s availability and make Bookings conditioned on such user meeting any applicable requirements and/or conditions set forth in this Agreement, and the RedAwning Rental Agreement which can be found at https://www.redawning.com/content/rental-agreement (the “Rental Agreement”) and is incorporated herein by reference. Users that make Bookings are herein defined as “Guests”.
3. Maintenance. Host authorizes RedAwning to perform or arrange on Host’s behalf and at Host’s expense ordinary maintenance, repairs, and services for the Property. Any third-party contractor who performs work at the Property will be engaged on behalf of Host. RedAwning does not guarantee any repair or services completed by third-party contractors. RedAwning will notify Host of any issues with the Property that require maintenance. Unless specifically authorized by Host or in the event of a condition on or about the Property of an emergency nature, which condition in RedAwning’s discretion requires immediate action to preserve and protect the Property (such repair, an “Emergency Repair”), the expenses to be incurred for a single item of repair or alternation shall not exceed $250.00. 
4. Restocking. RedAwning will manage all the restocking of Property with basic amenities at Host’s expense. 
5. Third-Party Referrals. At Host’s request, RedAwning will introduce Host to third-party partners who can assist with additional services, which may include (i) interior design, (ii) obtaining homeowners insurance or (iii) other third-party services related to the management of the Property. All costs incurred through the provision of third-party services will be paid by Host.

Section 3.2:  RedAwning Services

1. For Each Booking RedAwning shall:
   1. Collect and process in advance of any tenancy all required base rental amounts (“Base Rent”), and any Host required fees (“Host Fees”) (Host Fees and Base Rent, together, (“Gross Rent”), cleaning fees (“Cleaning Fees”), any room-related taxes and assessments (together, “Taxes”), and any additional charges or fees for services, goods and benefits provided by RedAwning and/or third-party vendors or Channel Partners (together, “RedAwning Fees”) for the time period(s) selected by the Guest in accordance with (1) each Property’s then current Base Rent schedule established by RedAwning, with input from Host, (2) applicable Tax regulations, and (3) the RedAwning Rental Policies (“Rental Policies”) set forth in the Rental Agreement, as such policies may be amended from time to time in RedAwning’s sole reasonable discretion;
   2. Pay credit card services fees and process any refunds due to Guests for canceled Bookings in accordance with this Agreement and the Rental Policies;
   3. In the event RedAwning cannot collect all or any portion of the Gross Rent, Taxes and/or Fees from a Guest through an authorization against such Guest’s credit card, RedAwning shall use reasonable efforts to contact the Guest and collect in advance of the Booking commencement date alternative payment. If such Guest is unable or unwilling to pay all required amounts, the Booking shall be canceled according to its terms. 
   4. For each Booking, if applicable, perform the Repair Obligation in respect to Covered Damage as defined and described in Section 3.6.2 below.  

Section 3.3:  Rent Collection & Assignment

1. RedAwning shall pay Host, as consideration for a confirmed Booking, the Gross Rent and Taxes collected by RedAwning, less the Management Fee (as defined below), and any amounts disputed by Guest (such adjusted amount, “Net Rent”). Host’s right to payment of Net Rent accrues if and only to the extent: (i) RedAwning collects the related Gross Rent, Taxes and fees; and (ii) Guest’s right, if any, to dispute any charge or receive any whole or partial refund thereof has expired or is terminated.
2. Host hereby irrevocably assigns to RedAwning host’s right to collect and receive Gross Rent and Taxes from Guests for Bookings generated by the Services. The agreement between the Host and RedAwning set forth in this section is strictly an assignment of a limited right to collect and receive Gross Rent and Taxes and does not result in RedAwning assuming any other rights or obligations of the Host in respect to the Properties.
3. RedAwning shall trigger Stripe Connect to remit to Host via ACH deposit accrued Net Rent due and payable by RedAwning to Host hereunder at the completion of each Guest tenancy, or monthly for monthly Bookings. If any jurisdiction requires a Channel Partner or RedAwning to pay any portion, or all, of the Taxes related to a Booking directly to that jurisdiction due to marketplace facilitator or other laws, then RedAwning shall deduct such Taxes from payments to the Host and notify the Host of such amounts.
4. Host acknowledges and agrees that RedAwning is only responsible for forwarding Net Rent via Stripe to Host. RedAwning is not responsible for any financial arrangements, tax liability or transfers between Host and any other entity, person or governmental authority with an interest in or right to all or any portion of the Property, Net Rent, Taxes, or other amount in any way related to the Property or Booking activities herein contemplated, including without limitation, any Host, owner association and/or taxing authority.
5. If a Guest attempts at any time to dispute or chargeback, through its credit card issuer or otherwise, any payments previously collected in respect to a Booking, Host shall fully cooperate with RedAwning and Guest to promptly resolve such dispute. In the event such dispute results in the reimbursement of all or any portion of the disputed amounts, RedAwning and Host shall each contribute toward such reimbursement amount in the pro rata proportion of the amounts each party is entitled to receive in respect to the Gross Rent, Taxes and fees.
6. Timely cancellations of Bookings shall result in (1) the return to the Guest by RedAwning of collected Gross Rent and Taxes amounts, if any, as provided in the Rental Agreement, and (2) distribution via Stripe Connect to Host of any non-refundable collected amounts net of the Management Fee and processing fees (“Net Collections”). In all cases, for customer service and channel management purposes, RedAwning may allow Guests to cancel Bookings within two (2) business days of making a Booking without charge, even if that policy is inconsistent with the Rental Agreement or cancellation policy.
7. RedAwning and its Channel Partners require that Guests be allowed to cancel their Bookings if there is a Force Majeure Event impacting multiple properties such as a (natural) disaster, hurricane, volcanic eruption, flood, national or local emergency, mandatory evacuation or other governmental order, terrorism, civil disorder, closure of airports or any other exception or catastrophic event, circumstance, or emergency. In addition, some Channel Partners may offer Extenuating Circumstances policies which may allow Guests to receive a partial or complete refund for other reasons. In the event of any cancellation or refund due to any of these requirements, RedAwning and Host shall each contribute toward such reimbursement amount in the pro-rated proportion of the amounts each party is entitled to receive under this Agreement in respect to the Gross Rent, Taxes, and fees.

Section 3.4:  Management Fee

1. In consideration of the Services herein provided, RedAwning shall receive a fee (the “Management Fee”) for each Booking calculated as a percentage of the Gross Rent, as specified in the FSPA.  This Management Fee shall be due and payable for all Bookings received or taken during the Term, including without limitation, Bookings through the Services, including the Host Website, and Bookings taken or received by the Host directly over the phone, via email, or through any website owned and/or operated by the Host other than the Host Website and whether or not connected to the Services, made personally by a Guest or through any other means or methods.

Section 3.5:  Channel Costs

1. RedAwning shall pay any costs related to Bookings taken via channel and distribution partners, including Bookings taken via RedAwning Websites (“Channel Costs”) as part of the Services, and such Channel Costs shall be added to the prices paid by Guests on such channels, and will not be charged to Host.

Section 3.6:  Damage Protection & Insurance Program

Section 3.7:  Host Obligations

1. Utilities and Services. Host shall furnish at Host’s expense all appropriate utilities for the Property, including but not limited to gas, electric, sewer, water, cable, internet, trash removal, smart lock installation and maintenance and pest and termite control as needed. Host is advised to lock or disable any pay-per-use services, such as long-distance telephone service or pay-per-view cable television, to prevent guests from incurring charges. 
2. Furnishings. Host shall furnish the Property with suitable equipment, appliances, furniture, and furnishings necessary for rental occupancy. RedAwning will provide Host with a list of all required items and provide assistance (including referrals to furnishing services) upon request. 
3. Host Use. Host has the right to use the Property so long as Host reserves the dates of use in advance through RedAwning’s customer portal or RedAwning host support team and such use does not conflict with any Bookings. Host may not schedule a Host stay for any period for which a Booking is in place. Host stays are subject to RedAwning’s standard management procedures, provided, however, that Host will not be responsible for any Management Fees incurred during Host’s stay but will be charged for any cleaning or other costs incurred. 
4. Review and periodically update as necessary the Property Description information for each Property for use on the Property Pages. Host may also include for display on the Property Pages, when available, recent digital images of each Property (together, ”Photos”). RedAwning may also include digital images of such Property taken by RedAwning sourced photographers (together, “RA Photos”). The Property Description and Photos shall be at all times accurate, truthful, up to date and not misleading in all material respects and both RedAwning and Guests shall have the right to rely on such data in all matters in any way related to Bookings and the Services hereunder.
5. All Property appliances, utilities and advertised amenities must be fully functioning and operating at 100% capacity. The Property and contents must meet applicable governmental and industry hygiene, security, safety and fire regulations and standards. If the Property is deemed uninhabitable for safety, hygiene or maintenance reasons and Guest must be relocated to an alternative property, Host must pay for all related relocation expenses, including any additional rental charges. If the Property is technically habitable, but is not fully consistent with the representations on the Property Page or does not meet reasonable expectations, Guest is entitled to financial compensation in an amount to be negotiated in good faith by RedAwning and Guest, in RedAwning's sole discretion on Host's behalf. RedAwning shall be entitled to deduct such reimbursements from payments otherwise due to Host.
6. Review and request changes if desired to the Base Rent schedule and dynamic pricing set by RedAwning on Host's behalf for each Property as well as the Host Fees, if any, and applicable Taxes, if any, and such additional fees and payments to be withheld from and/or paid by a Guest of the Property.  Guests and RedAwning shall each have the right to rely on the most recent Base Rent schedule in, respectively, renting each Property and performing the Services as herein contemplated.  Host will honor the rates presented to Guests via such programs.
7. Pay when due all required Taxes, fees, assessments and other costs, if any, related to each Property, including any Bookings sourced through the Services.
8. Establish and continuously update as necessary, the Property Calendars, including without limitation, entering the dates each Property is not available for Bookings for any reason whatsoever (together, “Black-Out Dates”), including for the use thereof by Host or other third-parties. Host shall enter each Black-Out Date on the Property Calendar immediately as it becomes known to the Host. In the event Host’s failure to perform in accordance with this Section 4 results in a scheduling conflict between a Booking and a Black-Out Date, the Booking shall supersede and take precedence over the Black-Out Date. In no event may the Host cancel a Booking otherwise properly made by a Guest for personal use, including use by a Host, their friends or family members.   
9. Notify RedAwning immediately in the event (i) any Booking conflicts with a Black-Out Date, (ii) any issue, question, concern or dispute arises or is made known to Host in respect to a Property, a Booking, a Guest or any other matter in respect to the Services, or (iii) of a casualty adversely affecting a Property subject to a Booking.  RedAwning considers all Bookings confirmed at the time of Booking.  Every effort should be made to accommodate all Bookings.  Should a Host cancellation be necessary it will be subject to a $250 cancellation fee as well as any relocation fees charged by a Channel Partner.  This fee shall not apply if the RedAwning is able to relocate the Guest to a comparable property. 
10. RedAwning may, in its sole discretion, suspend or terminate the Services in respect to a Property due to Guest complaints and notify Guests of all pending Bookings of such Property of RedAwning’s election to terminate or suspend the Services, as the case may be, and Host hereby agrees to defend, indemnify and hold RedAwning harmless from any claims or liability arising from or related to such suspension or termination.
11. At all times maintain the Properties in habitable condition and in conformance with all applicable international, foreign, federal, state, local and association laws, regulations, ordinances, rules and covenants (together, “Laws”). In furtherance of this Section, Host shall enter into and maintain, and timely pay and perform when due, its duties under, contracts with such third-party service providers to the Properties, including by way of example only, utilities, waste disposal, yard maintenance services, as may be necessary or required to satisfy its obligations hereunder. In coordination with Host, RedAwning may also, in the name of and at the expense of Host, contract with or hire third-party vendors for services such as window washing, supplies, equipment maintenance, glass replacement and other Property operation and maintenance services as reasonably determined by RedAwning. All expenses incurred pursuant to this Section shall be billed directly to Host or paid directly by RedAwning and deducted from payments otherwise due to Host.
12. At all times during the term hereof, insure that for each Property, Host maintains sufficient, appropriate and customary types and amounts of insurance relating to each Property including: (1) general property damage insurance covering fire, flood and/or other casualty on a per occurrence basis; (2) liability for bodily injury on a per occurrence basis; and (3) comprehensive general liability insurance. Such policies of insurance shall include coverage for the third-party rental and Service activities herein contemplated. At RedAwning’s request, Host shall provide RedAwning with any necessary documentation, including certificates of insurance, evidencing the required coverage hereunder.
13. Upon RedAwning’s request, provide proof to RedAwning’s reasonable satisfaction of Host’s sole right, license and authority to rent each Property to third parties, enter into this Agreement to effect such rentals through RedAwning, and receive Net Rents as herein contemplated.

Section 3.8:  Property Casualty and Sale

1. In the event a Property is materially damaged or destroyed prior to or during a Booking, RedAwning shall, at Guest’s sole election,
   
   1. immediately relocate Guest to an alternative accommodation in relatively close proximity to the Property having comparable size, quality, appointment and amenities to the Property (an “Alternative Property”) at no additional cost to Guest; or
   2. return an amount equal to the Gross Rent for that period remaining in the Booking period as of the date of the Property casualty.
2. In the event a Property is sold during the term of this Agreement,
   
   1. the purchaser thereof must honor all Bookings pending as of the sale closing date; or in the alternative
   2. Host shall secure a comparable or better Alternative Property for each Guest affected by such sale at no additional cost to Guest.
3. In the event a Property is listed for sale during the term of this Agreement,
   
   1. in no event shall Property showings occur at any time during a Booking; and
   2. Host shall notify RedAwning in writing that the Property has been listed for sale and identify the requested date of Property Page and other Property-specific promotional activity de-activation, if any.
4.  

Section 3.9:  Proprietary Rights

1. The Services, the Website, all Smart Service functionality, products and services, the proprietary trademarks, service marks and logos of RedAwning, the Property Pages, the Property Calendars, the RA Photos, the advertising and marketing copy appearing anywhere on or in connection with the foregoing, the underlying software platform design, algorithms and related applications supporting the Services, all domestic and foreign patent, trademark and copyrights in any way related to the Services, and any updates thereto (together “RedAwning IP”) are the sole and exclusive property of RedAwning. RedAwning hereby grants to Host, during the term of this Agreement, a limited, revocable, non-exclusive, royalty-free, worldwide right and license to access and use the RedAwning IP in strict conformance with the terms of this Agreement. All such use by Host shall inure to the benefit of RedAwning, and Host shall not acquire or retain any right in or to the RedAwning IP except to the limited extent herein set forth. Host shall cease use of all or any aspect of the RedAwning IP immediately upon written demand by RedAwning, and the limited license herein granted shall cease immediately upon the expiration or earlier termination of this Agreement.
2. Host hereby grants to RedAwning, during the term of this Agreement, a limited, revocable, non-exclusive, royalty-free, worldwide right and license to publish the Property Description information, Photos, promotional creative authored by or on behalf of Host and Host’s owned and licensed trademarks, service marks and logos (together, “Host IP”) to promote the Properties in strict conformance with the terms of this Agreement. Without limiting the generality of the foregoing, the license granted herein includes the right, without limitation, for RedAwning to reproduce the Host IP in digital form, to edit and make derivative works of such materials, and to publish the foregoing on the Websites, in applicable Smart Service and Channel Partner environments and in such other media as RedAwning may elect all for the purpose and in furtherance of promoting the Properties as herein contemplated. Additionally, Host grants to RedAwning a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, non-terminable, transferable, sublicensable license to any underlying copyright in the subject of the RA Photos in order for RedAwning to exercise its rights in the RA Photos as herein contemplated. All use of the Host IP by RedAwning shall inure to the benefit of Host, and RedAwning shall not acquire or retain any right in or to the Host IP except to the limited extent herein set forth. RedAwning shall cease use of all or any aspect of the Host IP immediately upon written demand by Host, and the limited license herein granted shall cease immediately upon the expiration or earlier termination of this Agreement.

Section 3.10:  Confidentiality

1. Unless otherwise agreed by the parties in writing, all communications between RedAwning and Host shall be by email.
2. Except as provided in this Agreement, any confidential information or proprietary data provided by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) or developed and collected by the Disclosing Party under this Agreement shall be deemed the Disclosing Party’s confidential information (together, “Confidential Information”). Confidential Information shall be maintained in the strictest confidence and shall be protected by security measures consistent with the security measures the Receiving Party maintains in protecting its confidential and proprietary information. Confidential Information shall not be released by the Receiving Party to anyone except an employee or agent who has a need to know and who is bound by confidentiality obligations no less restrictive as those set forth herein, or as otherwise may be compelled by law or legal process. The Receiving Party will not use any portion of the Disclosing Party’s Confidential Information for any purpose other than for performing its obligations under this Agreement. Upon termination of this Agreement or the earlier demand of the Disclosing Party, all Disclosing Party Confidential Information in the possession or control of the Receiving Party, in whatever form or medium, shall be promptly, in the alternative, either destroyed by the Receiving Party or delivered to the Disclosing Party. Notwithstanding the foregoing, all data, including without limitation, personally identifiable information disclosed by Guests and/or gathered or obtained by RedAwning in the performance of this Agreement on behalf of Host as well as the terms of this Agreement, including the financial terms hereof, are the sole and exclusive property of RedAwning and deemed the Confidential Information of RedAwning for all purposes.
3. RedAwning shall at all times during the term of this Agreement prominently post on the Website, and adhere to, a privacy policy that conforms to all applicable Laws.
4. Host agrees to comply with all applicable Laws in respect to data confidentiality, security and management.

Section 3.11:  Representations and Warranties

1. Host Represents and warrants that:
   
   1. it has full power and authority to enter into this Agreement;
   2. Host has the appropriate licenses, if needed, to lease the Properties subject to this Agreement;
   3. no person or entity has any current rights to purchase, lease or acquire any Properties subject to this Agreement by an option, right of first refusal, or any other agreement; 
   4. Host is not delinquent in the payment of any taxes, owner’s association fees, property hazard insurance, or mortgage payments with respect to any Property subject to this Agreement; 
   5. Host has never had a listed Property suspended or permanently removed from a Rental Platform (e.g. AirBnB, Vrbo) due to a violation of the service’s terms and conditions; 
   6. Host is not aware of any condition existing on the Property that would materially affect the health or safety of an ordinary tenant; and 
   7. entering into and performance of this Agreement by Host does not violate, conflict with, or result in a material default under any other, contract, agreement, or law to which Host is a party, or by which Host and/or Property are bound;
   8. Host has the sole right and authority, pursuant to applicable Law or contract, to enter into this Agreement and rent the Properties to third parties as herein contemplated;
   9. Host shall perform its obligations hereunder in compliance with all applicable Laws, the Host IP provided by Host for placement or use on the Website and in applicable Smart Service media and Channel Partner environments does not and shall not infringe, violate or misappropriate any third-party copyright, patent, trade secret, trademark, property or privacy right, nor display, publish or promote sexually explicit content, intolerance, violence or hate or constitute libel, defamation, or invasion of privacy.
2. RedAwning represents and warrants that:
   
   1. it has full power and authority to enter into this Agreement;
   2. entering into and performance of this Agreement by RedAwning does not violate, conflict with, or result in a material default under any other contract or agreement to which RedAwning is a party, or by which it is bound;
   3. it shall perform its obligations hereunder in compliance with all applicable Laws
   4. the Website content, in form provided by RedAwning, does not and shall not infringe, violate or misappropriate any third-party copyright, patent, trade secret, trademark, property or privacy right, nor display, publish or promote sexually explicit content, intolerance, violence or hate or constitute libel, defamation, or invasion of privacy.

Section 3.12:  Indemnification

Section 3.14:  Limitation of Liability

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY WARRANTS AND NEITHER SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE SERVICES, TELECOMMUNICATIONS SYSTEMS OR THE INTERNET, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER SIMILAR INJURY, DAMAGE OR DISRUPTION OF ANY KIND. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. EXCEPT FOR BREACHES OF A PARTY’S CONFIDENTIALITY OBLIGATION UNDER SECTION 3.11 HEREOF AND INDEMNITY LIABILITY FOR BREACHES OF ITS REPRESENTATIONS AND WARRANTIES, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY HEREUNDER SHALL NOT EXCEED THE TOTAL NET RENT PAID OR PAYABLE BY REDAWNING TO HOST FOR BOOKINGS DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE LIABILITY FIRST AROSE.

Section 4:  Term & Termination

1. This Agreement shall continue for a term of one year from the Effective Date (“Initial Term”) and will automatically renew for successive one year periods (each a “Renewal Term”) unless terminated by either party by written notice delivered to the other party at least thirty (30) days prior to the expiration of the then current Term; provided, that all Bookings pending as of the effective date of termination shall remain effective and enforceable, and each of Host and RedAwning shall honor and fully perform its obligations hereunder in respect to such Bookings; and provided, further, that RedAwning may at any time suspend the Services without terminating the Agreement, including temporarily disabling any or all related Property Pages and/or Smart Services, pending resolution of a Property non-conformity, a Host performance or Booking issue, or any other cause that RedAwning concludes, in its sole reasonable discretion, requires resolution to RedAwning’s reasonable satisfaction before reinstating the Services.
2. Either party may at any time terminate this Agreement, with or without cause, upon not less than ninety (90) days prior written notice to the other party. 
3. In the event that Host terminates this Agreement, the Management Fee payments due hereunder shall be calculated based on all Bookings made prior to the effective date of termination, regardless of whether the date of the Booking takes place after the termination date. In the event of this Agreement being terminated, the Company will, at Host’s option, continue to provide Services for any Bookings that happen under Company’s management even if the Booking occurs after the termination of the Agreement with respect to a particular Property. 

Section 5:  Miscellaneous Terms

1. The provisions of this Agreement and the associated FSPA, Exhibits and Addenda shall be binding upon and shall inure to the benefit of the parties and their respective heirs, estates, personal representatives, parent and subsidiary entities, officers, directors, shareholders, members, successors and permitted assigns. This Agreement may not be assigned to any third party by either party without the prior written notice to and consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, that no such consent shall be required in event of an assignment resulting from a merger or asset sale transaction involving RedAwning.
2. The laws of the State of California will govern the construction and enforcement of this Agreement and the parties agree that any litigation pertaining to this Agreement shall exclusively be in courts located in Sonoma County, California. The parties hereby waive any objections based upon the jurisdiction, forum or venue of such courts.
3. In the event a dispute between the parties arises out of or relating to this Agreement, including with respect to any Bookings, Guests or sums billed, collected and/or distributed hereunder, the parties shall first attempt to resolve the dispute through informal good faith negotiations entered into promptly upon the request of a party. In connection with such process, each party shall share all non-privileged and/or confidential information relating to such matter reasonably requested by the other party. In the event such dispute has not been successfully resolved within 30 days of the parties’ initial dispute resolution conversation, the matter shall be submitted to binding arbitration for resolution. Such arbitration shall be conducted by the Santa Rosa, California offices of the Judicial Arbitration and Mediation Services, or its successor (“JAMS”). Arbitration shall be conducted by JAMS in accordance with applicable JAMS rules governing the resolution of commercial disputes, generally, provided that notwithstanding any contrary provision within the JAMS rules, the arbitrator shall determine the rights and obligations of the parties according to the substantive laws of the State of California. The parties shall share equally in the cost of the arbitration subject to the arbitrator’s discretion to allocate such cost among the parties in accordance with equitable considerations. Any award, which may include legal and equitable relief, will be final and binding and judgment may be enforced by any court of competent jurisdiction.
4. The prevailing party in any suit or proceeding brought to interpret or enforce the terms of this Agreement shall be entitled to an award of all related costs, reasonable attorneys’ fees and the fees of other professionals incurred by the prevailing party in connection with such action.
5. This Agreement, including without limitation, the FSPA and any related linked pages, all of which the parties acknowledge are, collectively, herein included in the defined term “Agreement”, sets forth the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements and understandings, both oral and written, with respect to same.
6. Each party agrees that a breach of the provisions of the Agreement relating to the use or disclosure of the other party’s content, trademarks, or Confidential Information, will result in immediate and irreparable harm to the other party and that money damages alone would be inadequate to compensate the non-breaching party.  Therefore, in the event of such a breach, the other party will be entitled to equitable relief, including without limitation, a temporary restraining order, temporary injunction or permanent injunction.  The rights granted to the parties under this provision are in addition to any other remedies available to the parties under this Agreement, or common or statutory law. 
7. If either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the party invoking this provision, including but not limited to, acts of God, acts of civil or military authorities, riots or civil disobedience, wars, police actions, strikes or labor disputes, acts of terrorism, fires, severe weather events such as hurricanes, floods, heat waves, snow storms and tornadoes, and interruptions in telecommunications or Internet services or network provider services (each, a “Force Majeure Event”), such party’s performance shall be excused and the time for performance shall be extended accordingly, provided that the party immediately takes all reasonably necessary steps to resume full performance. If a party’s performance is prevented or delayed for more than thirty (30) consecutive days due to a Force Majeure Event, then the other party may terminate this Agreement upon delivery of written notice to the non-performing party. The parties acknowledge and agree that Bookings may be canceled and Guest performance excused pursuant to Force Majeure Events as provided in this Agreement.
8. Disclaimer of Implied Warranties.  RedAwning disclaims all implied warranties and similar obligations. There are no warranties that extend beyond any express warranties contained in this Agreement. Host affirms that it has not relied upon RedAwning’s skill nor judgement to select or furnish the Services for any particular purpose beyond any specific express warranties in the Agreement. Any design provided by RedAwning is based on information provided by the Host. RedAwning does not warrant the Services will comply with requirements of any code or regulation of any federal, state, municipality, or other jurisdiction beyond the specific express warranties in this Agreement.
9. Waiver of Breach. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 
10. All notices, requests, demands and other correspondence (collectively “Notice”) hereunder shall be in writing and deemed delivered: (1) on the date Notice is sent by electronic mail with electronic confirmation of receipt thereof by the other party; (2) one (1) business day after placing Notice with a national air courier service for delivery by next day air; or (3) three (3) business days following placement of Notice in the US Mail, registered or certified, postage prepaid, return receipt requested, addressed to the mailing address of the receiving party as reflected in the notifying party’s then current records.
11. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party except as specifically set forth herein. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
12. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the invalid or unenforceable provision will be limited or eliminated to the minimum extent necessary.
13. The headings of the sections and subsections contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.
14. Each party agrees not to discriminate against any user or Guest on account of race, color, religion, sex, sexual orientation, marital status, disability or national origin.
15. In construing or interpreting this Agreement, the word “or” shall not be construed as exclusive and the word “including” shall not be limiting.  The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party. 
16. Each of Host and RedAwning specifically acknowledge and agree that Host’s signing of the FSPA and, if applicable, an Addendum or clicking “I Agree” in the FSPA or Addendum submission process shall constitute Host’s acceptance of the terms of this Agreement in full, and shall without further act of either party, cause this Agreement to become immediately effective, binding on and enforceable against each party according to its terms.

Section 6:  Modification

1. RedAwning may modify any of the provisions of this Agreement and any Exhibit at any time in its sole discretion, by posting a new Agreement or Exhibit(s), as the case may be, on https://host.redawning.com/full-service-agreement. Unless otherwise provided in the revised instruments, the modified terms shall take effect immediately when posted. RedAwning shall use commercially reasonable efforts to notify Host in advance of any such modifications, provided it shall remain Host’s duty to review the Agreement and all related materials (including, without limitation, the Data Policy and Privacy Guidelines) from time to time to inform itself of the provisions and requirements of each. IF ANY MODIFICATION IS UNACCEPTABLE TO HOST, HOST’S SOLE AND EXCLUSIVE RECOURSE AND REMEDY IS TO TERMINATE THE AGREEMENT AS PROVIDED HEREIN. HOST’S CONTINUED USE OF REDAWNING’S SERVICES FOLLOWING THE MODIFICATION OF THE AGREEMENT OR ANY EXHIBIT(S) THERETO, AS THE CASE MAY BE, SHALL CONSTITUTE HOST’S ACCEPTANCE OF AND AGREEMENT TO SUCH INSTRUMENT, AS AMENDED.

IN WITNESS WHEREOF, by signing the FSPA or submitting the online version of the FSPA, Host hereby accepts and agrees to be bound by the terms of this Agreement.

Last Updated May 31, 2024