Property Owner Promotion 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 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.

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 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. 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:

3.1  RedAwning Services

1. RedAwning shall advertise the Properties on RedAwning’s websites and RedAwning’s mobile App (“RA Websites”), on a Host-specific Website built and hosted by RedAwning (“Host Website”), on vacation rental sites and marketing channels operated by others, and on such other channels as RedAwning may add (together, “Channel Partners”).
2. RedAwning shall provide Host with access to a centralized property management platform (the “RedAwning Portal”) to access and update information about the Property, review and update calendars and pricing, enter calendar blocks, update the Host Website, create and publish a Property guidebook (the “RA Guidebook"), create personalized automated communications to Guests, communicate with Guests, review reservations and tax reports, set supported digital locks automatically, and perform other activities. You are encouraged to access the RedAwning Portal on a routine and consistent basis, to review the Property and amenity description and calendar for accuracy, and to notify RedAwning of any inaccuracies or misstatements as you are solely responsible for the accuracy of the posted information.
3. RedAwning will coordinate with Host to take new digital property photos at RedAwning expense (“RA Photos”).
4. Rates. RedAwning will establish base rental rates for your Property with your input (“Rates”). Rates will vary based on a number of factors including destination demand, size, number of bedrooms, amenities, location, seasonal fluctuations, macroeconomic factors, rental history, the availability of other properties, minimum stay requirements, and other similar factors. Rates may be adjusted dynamically and may fluctuate on a seasonal, weekly, or daily basis. RedAwning enables you to review and override any Rates in the RedAwning Portal, should you be aware of a local event or decide that the Rates are too high or too low for a particular period.  RedAwning also incorporates promotions to maximize your results, which can vary by Channel Partner (“Promotions”). Should you choose to set a minimum daily rate for your Property, RedAwning will not accept a daily rate below your minimum rate, except in cases of Promotions where RedAwning has established promotional rates to encourage Booking activity.
5. Channel Marketing Fees. RedAwning shall pay any marketing or distribution fees, as well as any merchant processing fees, related to Bookings taken via channel and distribution partners, or via RA Websites, Host Website or other methods (“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 and retained by RedAwning as reimbursement.  Channel Marketing Fees for channel partners, such as Airbnb, Booking.com, Expedia, Vrbo, and others, shall be based on the actual costs for marketing and distribution on such channels.  
6. Minimum Stay Requirements. RedAwning will establish minimum stay requirements for your Property. Minimum stay requirements will vary based on a number of factors including Property features, amenities, seasonal fluctuations, market conditions, performance history, and other similar factors. RedAwning enables you to review and override any minimum stay requirements in the RedAwning Portal, should you decide that the minimum stay settings are too long or too short for a particular period.  You also have the ability to set an absolute minimum night requirement for reserving your Property (the “Absolute Minimum Stay''). If your Property is subject to governmental regulations or HOA rules affecting or imposing minimum stay requirements, you must inform RedAwning and we will adjust your Absolute Minimum Stay requirements accordingly. Absolute Minimum Stay requirements apply to the full calendar year and cannot be adjusted for specific dates. For clarity, you are solely responsible for identifying and enforcing applicable Absolute Minimum Stay requirements affecting the Property, and you agree to defend, indemnify and hold RedAwning harmless from any claims or liability arising from or related to an actual or alleged violation of applicable Absolute Minimum Stay requirements.  
7. RedAwning shall enable Guests to make Bookings conditioned on such Guests meeting any applicable requirements and/or conditions set forth in this Agreement, and the RedAwning Rental Agreement, the then current form of which can be found at https://www.redawning.com/content/rental-agreement (the “Rental Agreement”) and is incorporated herein by reference, and/or an agreement provided by a Channel Partner, as applicable. For clarity, the Rental Agreement and any similar agreement maintained by Channel Partners are subject to periodic adjustment at the discretion of RedAwning and such Channel Partners, respectively. You are thus encouraged to periodically visit the referenced page to view the latest version of the Rental Agreement.
8. RedAwning may provide additional services to be agreed upon with you under this Agreement.  Such services shall be as specified or linked in the PA or an Addendum to this Agreement.   RedAwning also has the right to sell ancillary products and services, for a fee, to you and Guests, such as travel insurance, damage protection, lift tickets, and other products.  You are not entitled to any commissions or compensation  from the sale of these products or services. At times, RedAwning may be required to bundle the price of ancillary products or services in the Rates for your Property. In such cases, the reasonable price of the ancillary product or service will be deducted from the Adjusted Rates prior to calculating your Host Payout and RedAwning’s fees.
9. RedAwning Essential Plus Services: 
   If Host has selected Essential Plus services in the PA, RedAwning shall provide the following services and benefits to Host, which shall be in addition to the Standard Services:
   1. Revenue Performance Manager. Host will have access to a dedicated Revenue Performance Manager to review Property performance on a regular basis and communicate with Host regarding revenue performance opportunities and questions.
   2. RedAwning Protection Program. Bookings shall receive a higher tier of damage and liability protection under the RedAwning Protection Program, as described here: RedAwning.com/property-management/Protect.
   3. Guest Verification. RedAwning shall verify (i) all Guest identities using Stripe ID Verification services before providing check in information to such Guests, or (ii) selected Guests based on Host agreed general criteria such as Channel Partner source, length of stay,  advanced booking window, or other factors; provided, that RedAwning shall not perform Guest verification where a Channel Partner already verifies Guest identities or a Channel Partner prohibits Guest verification.
10. RedAwning Full Service Coordination Services:
    If Host has selected Full Service Coordination services in the PA, RedAwning shall provide the following services and benefits to Host, which shall be in addition to the Standard Services and Essential Plus Services:
    1. Guest Relations. RedAwning will take actions it deems appropriate to manage Guest relations, including communicating with Guests, managing Guest check-in and check-out, addressing Guest issues that arise during or after a Booking, and managing Guest reviews.
    2. 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, and such contractor shall be solely responsible for the work and liable for its acts and omissions in performing it. RedAwning does not guarantee and is not responsible or liable for any repair, work or services performed or completed by third-party contractors. RedAwning will notify Host of any issues with the Property that require maintenance upon discovery thereof by RedAwning. 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 or the safety of Guests (such repair, an “Emergency Repair”), the expenses to be incurred for a single item of repair or remediation shall not exceed $250.00. For clarity, the cost of (i) a repair or remediation authorized by Host, and (ii) an Emergency Repair may exceed $250.00.
    3. Restocking. RedAwning will manage all restocking of the Property with basic amenities at Host’s expense.
    4. Existing Bookings.  If Host selects Full Service Coordination, RedAwning Participation Fees will apply to all Bookings for which RedAwning provides such services, including any Bookings outstanding on the Effective Date of this Agreement.  Such Participation Fees shall be invoiced to Host or deducted from payments otherwise due to Host hereunder.
    5. Third-Party Referrals. At Host’s request, RedAwning will introduce Host to trusted third-party vendors 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 Host’s obligation to pay and perform and, to the extent they are paid by RedAwning, such payments shall be, at RedAwning’s sole election, either reimbursed to RedAwning by Host promptly upon demand, or applied by RedAwning as an offset against any amounts otherwise due Host hereunder. 

3.2  Bookings

1. For Each Booking RedAwning shall:
   1. Collect and process in advance of any tenancy all required base rental amounts (“Base Rent”), cleaning and other required fees (together, “Host Fees”) (Host Fees and Base Rent, together, “Gross Rent”), 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 Host and/or RedAwning, as the case may be, (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. Provide the Host the Guest’s contact information received by RedAwning, such as email addresses and telephone number. Provide the Guest via email and the RedAwning mobile App Host’s contact information;
   3. Pay credit card services fees and process any refunds due to Guests for canceled Bookings in accordance with this Agreement and the Rental Policies;
   4. 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. 
   5. For each Booking, if applicable, perform the Repair Obligation in respect to Covered Damage as defined and described in Section 3.6.2 below.  

3.3  Rent Collection & Assignment

1. 1. RedAwning shall pay Host, as consideration for a confirmed Booking, the Gross Rent and Taxes collected by RedAwning, less the Participation Fee (as defined below), processing fees (processing fees are three percent (3%) of the Gross Rent and Taxes), 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.  Host acknowledges and agrees that this clause 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 right or obligation of Property Owner in respect to the Properties, except as otherwise provided by applicable law.
   3. RedAwning shall cause Stripe Connect to remit to Host via ACH deposit accrued and collected Net Rent due and payable by RedAwning to Host hereunder (a) generally within 2-4 business days after Guest check out, and receiving institutions will generally process such payments within an additional 3-5 days; or (b) for stays where a Channel Partner such as Airbnb manages payments, within 2-4 business days after receipt by RedAwning of related payments from the Channel Partner; or (c) for longer term stays, on a monthly basis in arrears. The time it takes for Host to receive a Net Rent payout may depend on the receiving bank’s processing schedule. 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. Any amounts due from Host to RedAwning related to Guest refunds, Services provided by RedAwning to Host or expenses reimbursable to RedAwning hereunder, shall automatically be deducted from Gross Rent 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. 
   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 Participation 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 Patners may offer Extenuating Circumstances Policies which may allow Guests to receive a partial or complete refund due to Guest-specific issues such as a death in the family or serious illness of a Guest.  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 entitles to receive under this Agreement in respect to the Gross Rent, Taxes, and fees. 

3.4  RedAwning Protection Program

1. 1. As a convenience and inducement to Guests to rent the Properties, Host has agreed in the Rental Agreement with each Guest to a partial waiver and release (the “Waiver”) of the Guest from liability for timely submitted claims solely and specifically limited to damage to the Property caused by the unintentional, non-breaching acts or omissions of the Guest or its authorized guests (the “Covered Damage”) in an amount not to exceed three thousand United States dollars (US $3,000) (the “Damage Protection Cap”). In exchange for the Waiver, Guest is paying a Waiver fee set by RedAwning in its sole discretion that is included as a RedAwning Fee for purposes of this Agreement.  

   2. For the benefit of the Host and Guests, and paid for by the Waiver fee, RedAwning includes a comprehensive RedAwning Protection Program backed by a third party provider (the “RedAwning Protection Program”), which includes additional property and liability protections. Additional information is available at RedAwning.com/property-management/Protect.

       

3.5  Guest Reviews

Guests will be able to review their stay at your Property and submitted reviews will be published by Channel Partners and on RA Websites.  RedAwning will reply to most reviews and also will request removal of reviews it deems are unfair.  You acknowledge that RedAwning does not have the ability to remove or edit guest reviews on Channel Partner sites, and its removal requests may be denied.

3.6  Participation Fee

 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. 

3.7  Host Obligations

Host shall perform the following obligations:

1. Listing Exclusivity. Contemporaneous with the execution of this Agreement, Host  shall transfer or cause to be transferred any existing advertising listings for the Properties subject to this Agreement to RedAwning. During the Term, Host shall not advertise any Property subject to this Agreement or take or accept any Bookings for any such Property except through RedAwning. 
2. Property Description.  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.
3.  Check-In Information. In respect to each Booking, Host shall provide to RedAwning at least seven (7) calendar days in advance of the scheduled stay commencement date the check-in information for each Guest, or pre-enter such information in the RedAwning Portal to be personalized automatically for all Guests, and deliver the Property in arrival-ready condition on or before the check-in time identified on the check-in information provided to the Guest, including without limitation, delivering the Property with fresh linens and towels and in a professional standard of cleanliness condition.  
4. Property Condition. At all times maintain the Properties in good, clean and habitable condition and in conformance with all applicable foreign, federal, state, local and association laws, regulations, ordinances, codes, rules and covenants (together, “Laws”), including health, safety, tenancy and fire Laws. In furtherance of this Section 3.7.4, 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, internet, waste disposal, pool and/or hot tub maintenance,  house cleaning and yard and systems maintenance services, as may be necessary or required to satisfy its obligations hereunder. Host engages those service providers directly and RedAwning will not be a party to those agreements or be responsible or liable for the performance of those services, whether or not RedAwning introduced you to those service providers.
5. 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 for Hosts selecting Full Service Coordination.
6. Appliances and Amenities. All Property appliances, utilities and advertised amenities must be fully functional and operating at 100% capacity and in conformance with applicable health and safety Laws.  
7. Defective Property. If the Property is deemed uninhabitable 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 from Host in an amount to be negotiated in good faith by RedAwning and Guest, in RedAwning's sole discretion on Host's behalf. Host shall reimburse RedAwning such compensation amount via a credit to Host’s Stripe Connect account.
8. Personal Property. You understand that any personal property or possessions stored in or left in your Property should not be left unsecured and RedAwning assumes no liability for any loss or damage resulting from Guests who book your Property through our Services. You agree not to leave materials of a nature unsuitable or unsafe for Guest occupancy, including guns, weapons, or other dangerous items, in your Property.
9. Base Rent Schedule. Review and timely modify or update as necessary the Base Rent schedule and pricing set by RedAwning on Host's behalf for each Property including the cleaning fees, 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.  Changes made by RedAwning or Host to pricing, fees, promotions, terms and taxes may take up to 72 hours to be fully reflected on Channel Partner websites.  In all cases, Host agrees to accept the pricing and terms for each Booking that are published when the Booking occurs.  
10. Permits. Obtain and maintain in full force and effect, and at all times fully comply with, all governmental and association permits and authorizations necessary or required for the lawful and compliant rental of the Property as contemplated in this Agreement. In addition, Host shall pay when due all Taxes, fees, assessments and other costs, if any, related to each Property, including for any Bookings sourced through the Services. 
11. Property Calendar. 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.   
12. Conflict or Casualty. 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 Host is able to relocate the Guest to a comparable property. 
13. Guest Liabliilities. Notify RedAwning, within 24 hours following the expiration or earlier termination of a Booking term (i) of any reasons to hold all or any part of any payment to Host instead of refunding same to Guest, and (ii) of any Covered Damage or other claims to be submitted. In all instances, RedAwning shall have the right to rely on Host’s instructions in respect to collected payments and refunds. 
14. Guest Complaints. Promptly respond to, and use reasonable, good faith efforts to timely resolve, any Guest complaint within 6 hours of notice thereof. Such notice may be from Guest or RedAwning. If a Host is unwilling or unable to timely resolve a Guest complaint, then RedAwning may, but is not obligated to, in its sole reasonable discretion investigate and resolve the complaint on behalf of Host, including reimbursement of an amount equal to all or any portion of the Gross Rent collected from the Guest (less the Participation Fee), which amount Host hereby acknowledges and agrees RedAwning may deduct by way of credit memo from any sums then or thereafter due Host hereunder, regardless of source.
15. Host Conduct. In connection with your use of our Services, you must act responsibly, exercise good judgment, and conduct yourself in a professional and respectful manner.   Host (or Host’s representatives or affiliates) must not threaten, stalk, or harass any Guest, service vendor, RedAwning employee or other person; violate any local, municipal, state, provincial, national, or other law or regulation, any order of a court, or any HOA or other private contractual commitments with respect to the Property; infringe the rights of any person or entity, including, without limitation, their intellectual property, privacy, publicity or contractual rights; interfere with or damage our Services, including, without limitation, through the use of viruses, bots, Trojan horses, harmful code, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; use our Services to transmit, distribute, post or submit any information concerning any other person or entity, including, without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; use our Services in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to lodging; collect or store any information about any other Host or Guest other than for purposes of transacting a Booking for your Property; impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity; use automated scripts to collect information or otherwise interact with our Services; use our Services to find a Host or Guest and then complete the transaction outside of our Services in order to circumvent your obligation to pay for our Services; approve an inaccurate or deceptive Listing for your Property; or advocate, encourage, or assist any third party in doing any of the foregoing.
16. Service Suspension. 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.
17. Insurance. 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.
18. Authority. 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.
19. Contact Information. Maintain at all times accurate and complete contact information on the applicable Website and/or RedAwning administration page(s), including without limitation, Host’s name, full street and, if different, postal address(es), email address, daytime and evening phone numbers, and cell phone number. In addition, Host shall include all such data for any authorized local agent of Host with access to the Properties and authority to resolve any Guest questions or issues in respect to a then current Booking.
20. Cooperation. Host acknowledges and agrees (a) that RedAwning’s performance and delivery of the Services are at all times conditioned upon (i) Host providing timely, unencumbered access to Host’s authorized personnel, facilities, equipment and systems, (ii) Host’s timely decision-making and granting of such approvals, authorizations and access as RedAwning may reasonably require to perform the Services, and (iii) Host’s timely, consistent and definitive direction in respect to Host’s preferences and requirements in respect to Services integration and support; and (b) that RedAwning shall not be in breach of its Services obligations hereunder, or liable for any resulting loss, damage or injury, arising from or in any way related to Host’s failure to timely satisfy and perform the conditions to RedAwning’s performance herein specified.

3.8  Property Casualty and Sale

1. In the event a Property is materially damaged or destroyed prior to or during a Booking, Host 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; provided, that Host’s obligation to relocate Guest to an Alternative Property is enforceable only to the extent such accommodation is then reasonably available (cost is not a factor in determining the availability of an Alternative Property).
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.

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.

   
   

3.10  Rent Collection & Assignment

1. 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 same, 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.

3.11 Confidentiality & Privacy

1. 1. 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 the same, 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.
   2. RedAwning shall at all times during the term of this Agreement prominently post on the RA Website, and adhere to, a privacy policy that conforms to all applicable Laws.
   3. Each of RedAwning and Host shall comply with all applicable Laws in respect to data confidentiality, security and management.

3.12 Representations and Warranties

1.  Host Represents and warrants that:
   1. Host has full power and authority to enter into this Agreement;
   2. Host has obtained and shall maintain in full force and effect during the Term all governmental and association registrations, licenses, permits and permissions necessary or required to offer and book the Properties for short term rental as contemplated in this Agreement;
   3. 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 any Property subject to this Agreement are bound;
   4. Host has the sole full right and authority, pursuant to applicable Law or contract, to enter into this Agreement and rent the Properties to third parties as herein contemplated;
   5. Host is not delinquent in the payment of any taxes, owner’s association fees, property hazard insurance, mortgage payments, or other secured obligation with respect to any Property subject to this Agreement; 
   6. Neither Host nor any affiliate or predecessor of Host has had a listed property, including without limitation, any Property subject to this Agreement, suspended or permanently removed from a channel platform service (e.g. AirBnB, Vrbo) due to a violation of the service’s terms and conditions; 
   7. Host is not aware of any defective or other condition existing on any Property subject to this Agreement that could materially affect the health or safety of a Guest; 
   8. Host shall perform its obligations hereunder in compliance with all applicable Laws; and
   9. the Host IP provided by Host for placement or use on the RA Website and in applicable 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; and
   4. the RA 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.

3.13  Indemnification

1. 1. 1. Each party shall defend, indemnify and hold the other party harmless from and against any claim, loss, damage, suit or proceeding (together “Claim”) suffered or brought by a third party against the indemnified party resulting from breach of the indemnifying party’s obligations, representations and warranties set forth in this Agreement, and shall pay all damages or settlement amounts awarded by final decree or award against the indemnified party only to the limited extent such amounts are based on such Claim (including payment of reasonable attorney’s fees, court costs and costs of other professionals); provided that (a) written notice of the Claim is promptly provided by the indemnified party to the indemnifying party; and (b) the indemnifying party has sole control of the defense of the Claim and all related settlement negotiations, provided that no settlement requiring action or forbearance on the part of the indemnified party shall be entered into without the prior written consent of the indemnified party, which shall not be unreasonably withheld or delayed. The foregoing indemnities shall survive the expiration or termination of this Agreement.
         

3.14  Limitation of Liability

Section 4:  Term & Termination

1. This Agreement shall continue for a term of one (1) year from the Effective Date (“Initial Term”) and will automatically renew for successive one (1) year terms (each renewal term and the Initial Term are, generically, a “Term”).  Either party may at any time terminate this Agreement, with or without cause, upon not less than thirty (30) days prior written notice to the other party, provided, however, that if Host exercises its termination or Property-specific de-activation rights under this Agreement during the first ninety (90) days from the date the Property is live on the RA Websites and Channel Partners, Host shall pay RedAwning an early termination fee of (i) $250 per Property for Standard and Essential Plus Services, and $2,500 per Property for Full Service Coordination Services.  Host acknowledges and agrees that the early termination fee herein specified is intended as compensation for RedAwning’s time and investment in the preparation, marketing, development and support of each Property affected by the termination or de-activation decision, as the case may be. RedAwning shall deduct any early termination fees due under this Agreement from sums otherwise due Host hereunder, and Host will reimburse RedAwning on demand if such sums are insufficient.
2. Upon termination of this Agreement for any reason, all Bookings pending as of the effective date of termination shall remain effective and fully enforceable and Host shall honor all such Bookings in accordance with the terms of this Agreement and the applicable Rental Agreement.  Upon termination of this Agreement by Host: (i) for all Properties subject to Standard Services and Essential Plus Services, Host may in its sole discretion elect for RedAwning to continue providing such Services for any Bookings made prior to the effective date of termination but with stays that commence after such termination date. In such event, RedAwning will continue to provide such Services and the terms of this Agreement shall remain in place and fully enforceable in respect to such Bookings only; and (ii) for all Properties subject to Full Service Coordination Services, Host will assume full coordination responsibilities from and after the effective date of termination for all Bookings pending as of such date, and the Participation Fee payments due RedAwning hereunder shall be calculated based on all Bookings made prior to the effective date of termination, regardless of stay dates, and shall be due in full on the termination date.  RedAwning shall deduct any such Participation Fees from sums in RedAwning’s custody or control otherwise due to Host hereunder, or if such sums are insufficient, Host will pay such fees to RedAwning on demand.
3. RedAwning may at any time suspend the Services without terminating the Agreement, including temporarily disabling any or all related Property Pages and/or 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.
4. If a terminating Host wishes to purchase RA Photos they will be made available at a rate of $350 per Property.  

Section 5:  Miscellaneous Terms

1. Host agrees that RedAwning may communicate with Host via email, phone, text message, and use automated and artificial intelligence methods of communication with Host.
2. The provisions of this Agreement and the associated PA, 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.
3. 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.
4. 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. The parties acknowledge and agree (i) to arbitrate solely and exclusively on an individual basis, and (ii) that this Agreement does not permit class mediation, arbitration or litigation, or any claims brought as a plaintiff or class member in any class or representative mediation, arbitration or litigation proceeding. The overseeing tribunal may not consolidate more than one person's or entity’s claims and may not otherwise preside over any form of a representative or class proceeding. Notwithstanding the tribunal's power to rule on its own jurisdiction and the validity or enforceability of the agreement to arbitrate herein specified, the tribunal has no power to rule on the validity or enforceability of the agreement to arbitrate solely on an individual basis, which is final and enforceable in all respects. In the event the prohibition on class arbitration or litigation is deemed invalid or unenforceable, the remaining portions of the arbitration provisions of this Agreement will remain in full force and effect.
5. 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.
6. Each of Host and RedAwning specifically acknowledge and agree that Host’s signing of the PA 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.
7. This Agreement, including without limitation, the PA 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.
8. 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. 
9. 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.
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 facsimile or 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 PA and, if applicable, an Addendum or clicking “I Agree” in the PA 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/property-owner-promotion-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 PA or submitting the online version of the PA, Host hereby accepts and agrees to be bound by the terms of this Agreement.

Last Updated March 2025