Property Owner Promotion Agreement
Terms & Conditions
This Host Agreement is made and entered into as of the later date to appear in the signature block on an associated RedAwning Host Participation Agreement (the “PA”) (the “Effective Date”) or on the date Host completes and submits the online version of the PA by and between the Host identified on the PA (hereinafter referred to as the “Host”) and RedAwning.com, Inc. (“RedAwning.com” or “RedAwning”). As used herein, the term “Agreement” includes the PA, 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.
Now therefore, in consideration of the mutual covenants and undertakings herein contained, the parties agree as follows:
In consideration of the Services herein provided, RedAwning shall receive a fee (the “Participation Fee”) for each Booking calculated as a percentage of the Gross Rent, as specified in the PA. This participation 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.
RedAwning shall pay any fees related to Bookings taken via channel and distribution partners, including Bookings taken via RedAwning Websites (“Channel Marketing Fees”) as part of the Services, and such Channel Marketing Fees shall be added to the prices paid by Guests on such channels. Channel Marketing Fees for channel partners, such as Airbnb, Booking.com, Expedia, Vrbo, and others, shall be the actual fees paid to such channels for marketing and distribution.
For and in exchange for the payment of the RedAwning Fee, RedAwning hereby agrees to repair or replace the Covered Damage to the Property, and to indemnify Host for the related actual direct costs of such repair or replacement (together, the “Repair Obligation”); provide in no event shall the Repair Obligation of RedAwning for a single Booking exceed the Damage Protection Cap.
Host shall perform the following obligations:
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.
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.