Property Owner Agreement
This Property Sharing Service Agreement (the “Agreement”) is entered into by and between International Slayers Club LLC, and / or any subsidiary or affiliate companies (“I.S.C.”), and the owner of an accommodation (“Owner”), as listed on the I.S.C. Sign Up Form provided in connection with this Agreement.
Owner represents and warrants that it is the owner of the rental accommodation(s) specifically identified on the I.S.C. Sign Up Form (the “Accommodation(s)”).
Owner authorizes I.S.C. to market and allow paying transient and long-term stay lodging travelers who book through I.S.C’s reservations systems (“Guest(s)”) a limited license to occupy the Accommodation (occupation of an Accommodation is referred to as a “Rental”), including, but not limited to, publishing information regarding the Accommodation, including pictures and descriptions thereof, in print and on I.S.C. websites and social networks, all as more specifically set forth in this Agreement.
I.S.C. shall act solely as an intermediary between Owner and Guest. The Rental arrangement shall be exclusively between Owner and Guest, as set forth in detail in the Accommodation Agreement entered into between Owner and Guest. Owner acknowledges and agrees that: (i) I.S.C. is not responsible for noncompliant Guests or for any damage caused by Guests to the Accommodation, (ii) Owner’s sole recourse for damage or destruction of the Accommodation, or any other liability arising from the Rental of the Accommodation shall be directly against the applicable Guest, as more fully set forth in the Accommodation Agreement with such Guest, and (iii) I.S.C. is solely acting as an unaffiliated third party vendor in providing the services pursuant to the express terms of this Agreement.
The term of this Agreement shall commence upon submission online and continue on a month to month basis unless terminated by either Owner or I.S.C.
EXCLUSIVE OR STANDARD RELATIONSHIP
Exclusive Arrangement. If, on the Sign Up Form, Owner elects to appoint I.S.C. as Owner’s exclusive representative for arranging Rentals, then I.S.C. shall have the exclusive right to arrange Rentals for the Accommodation to Guests (the “Exclusive Arrangement”). Unless and until Owner revokes such exclusive authority, Owner shall not rent, sublet, grant any right to occupy, or grant any license to occupy the Accommodation. An Exclusive Arrangement permits I.S.C. to book the Accommodation based on the Accommodation’s calendar availability, which is confirmed by the Owner when the Owner sends an email to and as may be updated from time to time by the Owner.
Standard Arrangement. If, on the Sign Up Form, Owner DOES NOT elect to appoint I.S.C. as Owner’s exclusive representative for arranging Rentals, then I.S.C. shall have the non-exclusive right to arrange Rentals for the Accommodation to Guests (the “Standard Arrangement”). The time period of the Exclusive Arrangement or the Standard Arrangement, as applicable, is referred to as the “Arrangement Period.”
Whether Owner selects the Exclusive Arrangement or the Standard Arrangement, it must, in a timely and accurate manner, coordinate with I.S.C. to ensure availability of the Accommodation for Rental during the Arrangement Period.
Once a Guest has been issued a Booking Confirmation, as defined below, Owner may not revoke, rescind, or otherwise remove the availability of the date(s) on which the Guest has confirmed the booking.
Accommodation Agreement. Owner acknowledges and agrees that Rental of an Accommodation by a Guest will be subject to the terms and conditions set forth in the “Accommodation Agreement” entered into by the guest as a condition to Rental of the Accommodation. A copy of the standard Accommodation Agreement (which may be updated from time to time in the sole discretion of I.S.C.) can be found under link “Accommodation Agreement’ on the website.
Booking Confirmation. Once the I.S.C. Reservations team has sent an email to the Owner confirming the booking (the “Booking Confirmation”), then the booking will be deemed to be “confirmed.” Once the booking is confirmed, both Owner and Guest are subject to the Guest Accommodation Agreement as outlined below.
Check-In and Check-Out. For each Booking Confirmation, Owner acknowledges that the Accommodation must be ready by the standard check-in time of 2:00PM in the time zone in which the Accommodation is located. Keys to the Accommodation must be delivered to Guest upon arrival (before 2:00pm), and the Accommodation must be prepared for Guest to check in. Standard check-out time is 11:00AM in the time zone in which the Accommodation is located. Check-out is considered complete upon Guest returning keys to the Accommodation to Owner or Accommodation staff.
LICENSING FEE, I.S.C. FEE & PAYMENT
Booking Price. The published booking fee for the Accommodation (the “Booking Fee”) shall be mutually agreed upon by Owner and I.S.C. during the Arrangement Period.
Guest Obligation to Pay Booking Fee. Owner acknowledges and agrees that (i) I.S.C. is not responsible for (x) the failure of any Guest to make full payment of the Booking Fee or other amounts, or (y) Guest cancellations, and (ii) Owner’s sole and exclusive remedy and recourse is directly against such Guest pursuant to the terms of the applicable Accommodation Agreement. I.S.C. will transfer to Owner any non-refundable deposits made by a Guest if the Guest cancels a reservation, less the I.S.C. Fee, as more fully set forth in Accommodation Agreement.
I.S.C. Fee. As consideration for the Services provided by I.S.C. hereunder, Owner acknowledges and agrees that I.S.C. is entitled to withdraw a fee of the total monies payable to Owner by the applicable Guest, unless otherwise agreed upon in writing by I.S.C. and Owner, and as mutually agreed by the parties during the Arrangement Period (the “I.S.C. Fee”).
Payment. I.S.C. shall pay the Net Fees To Owner (as defined below) via bank transfer, pursuant to the payment instructions provided by Owner on the Sign Up Page, one business day following a Guest’s check-in at the Accommodation, or on the 10th day of each month, in accordance with the selection made by Owner on the Sign Up Form.
If Owner cancels or does not honor a Guest’s Booking Confirmation, then Owner is not entitled to any monies due for the Rental and shall incur a Termination Fee or Occupied Termination Fee, as defined below.
A Guest’s Booking Confirmation that is canceled or not honored by Owner prior to the Guest’s arrival will be subject to a termination fee, payable to I.S.C., equal to 20% of the Total Booking Fee, as defined below (the “Termination Fee”).
In the event Owners cancels a Guest Booking Confirmation after a Guest has already checked-into the Accommodation, Owner shall refund in full to I.S.C. any partial or total Booking Fee earned from the Guest plus an additional fee equal to 60% of the Total Booking Fee, as defined below (the “Occupied Termination Fee”).
Owner shall be solely and exclusively responsible for any costs, expenses and liability, including, but not limited to, attorneys’ fees, incurred as a result of Owner’s cancellation or failure to honor a Booking Confirmation.
Minimum Standard. The Accommodation’s condition and requirements must meet the standards set forth at the link (the “Minimum Standard”). Owner acknowledges and agrees that the Accommodation shall be maintained in a good working condition at all times during the Arrangement Period, to at least the Minimum Standard. Owner further warrants and represents that it will not permit the operation of any recording devices (video or audio) within the Accommodation during the Arrangement Period.
Inspection. I.S.C. retains the right to inspect the Accommodation up to 24-36 hours before a Guest is scheduled to occupy an Accommodation, provided such inspection does not interfere with another Guest’s stay.
Improvements and Maintenance. Owner shall complete any and all maintenance or improvements required to maintain the Minimum Standard and shall complete them as soon as is reasonably possible. Owner acknowledges and agrees that I.S.C. may remove the Accommodation from its advertising and website in the event Owner fails to properly maintain the Accommodation according to the Minimum Standard.
Moving Expenses for Guests. Owner is responsible for all costs and expenses associated with maintaining the Accommodation up to or beyond the Minimum Standard, including, but not limited to, any costs incurred to move a Guest to another property of comparable quality and location, during periods when the Accommodation fails to meet or maintain the Minimum Standard.
CHECK OUT AND RETURN OF ACCOMMODATION
Inspection. During the Guest check-out, I.S.C. appointed staff shall inspect the Accommodation for damage, wear and tear, and appliances or fixtures that may need maintenance or repair. I.S.C. appointed staff shall record the results of the inspection on a document detailing the associated cost of the damage and cost to repair (the “Inspection Report”).
Return of Security Deposit. After the Guest checks-out, I.S.C. shall apply any costs associated with repairs, as recorded on the Inspection Report, and shall return any residual of the security deposit to the Guest (if any), the method of which is more fully described in the Accommodation Agreement.
During the Arrangement Period, I.S.C. shall provide the following services to Owner (collectively the “Services”):
Marketing. I.S.C. shall arrange for Rental of the Accommodation through the marketing channels selected by I.S.C., which at a minimum will include listing the Accommodation on I.S.C.’s website.
Photography. I.S.C. shall offer Owner complimentary photo shoots of the Accommodation(s). If an Owner selects to utilize this complimentary service, any and all videos, photographs, images, likenesses, or other impressions captured shall be the sole and exclusive property of I.S.C. and therefore can be used by I.S.C. and its affiliates or licensees for advertising, marketing, commercial, or any other use in any media platform without additional compensation or notice to the Owner.
If the Owner provides I.S.C. with videos, photographs, images, likenesses, or other impressions, then Owner represents and warrants that it owns or has the right to use and sublicense to I.S.C. the right to use them for advertising, marketing, commercial, or any other use in any media platform without additional compensation or notice to the Owner.
Communication. I.S.C. shall handle all communications with all applicable Guests (on Owner’s behalf), including, but not limited to, check-in and check-out services.
Collection of Payment. I.S.C. shall collect and hold all Booking Fee(s), security deposits, fines and penalties from the applicable Guest (on Owner’s behalf). In certain jurisdictions, I.S.C. may collect and withhold taxes.
“Home Help” Option. If Owner has selected “Home Help” on the Sign Up Form, I.S.C. shall coordinate and arrange, at the expense of and on behalf of Owner, minor or light maintenance of the Accommodation. Additionally, I.S.C. will coordinate all in-stay and post-stay cleanings of the Accommodation on behalf of the Owner. In-stay cleaning will be at the expense of the Guest and post-stay cleaning will be at the expense of Owner.
In rendering the Services, I.S.C. shall have the right, at its sole discretion, to delegate to, or be assisted by third parties, and, accordingly, some or all of such Services which I.S.C. undertakes to provide under this Agreement may be provided by such third parties.
ACCOMMODATION MAINTENANCE COSTS
Owner acknowledges and agrees that Owner is responsible for all costs and expenses associated with the Accommodation, including but not limited to: (i) maintenance, (ii) capital expenditures required to maintain the Minimum Standard, (iii) utilities (e.g., electricity, water, gas, cable, landline telephone and internet connection, refuse, etc.), (iv) condo or association fees, (v) property level taxes, (vi) insurance required pursuant to this Agreement, (vii) legal and regulatory compliance, including but not limited to any costs related to zoning or use regulations, local ordinances, or other laws, which may or may not include monetary penalties, and (viii) sales, tourist, excise, occupancy, transient rental, use, or other taxes.
COMPLIANCE WITH APPLICABLE LAWS
Owner Responsibility for Compliance. The rental of the Accommodations may be subject to laws regulating the advertising, licensing or use of residential or short-term rental accommodations and local and jurisdictional building codes. A list of potentially applicable laws and regulations governing the short-term rental of Accommodations in various jurisdictions is provided. In addition to the laws and regulations set forth in the foregoing link, Owner acknowledges that other local and jurisdictional building codes may apply to its Accommodation(s). All applicable laws regulating use of the Accommodation pursuant to this Agreement, including, without limitation, advertising, licensing or use of residential or short-term rental accommodations and local and jurisdictional building codes, are collectively referred to as “Applicable Laws.” By agreeing to provide an Accommodation for a Rental under this Agreement, Owner represents and warrants that it understands the Applicable Laws and further acknowledges that it is solely responsible for compliance with Applicable Laws. Owner hereby agrees that any all penalties due to the noncompliance with Applicable Laws, ordinances, declarations, or regulations will be solely borne by the Owner. I.S.C. reserves the right to remove any Accommodation from its website in the event it determines, in its sole discretion, that the Accommodation does not meet the requirements of Applicable Laws.
Registration. Owner represents and warrants that it has a valid registration or license to offer the Accommodation according to the terms and conditions set forth herein and to the extent required by Applicable Laws.
Taxes Remittance. For the convenience of Owner, I.S.C. shall (i) remit any applicable sales, tourist, excise, occupancy, transient rental or use taxes to the applicable taxing jurisdiction/authority on behalf of Owner, and (ii) deliver to Owner the Booking Fee less (x) the I.S.C. Fee, and (y) any amounts paid pursuant to (i) and (ii) above, and less actual and reasonable fees, costs and expenses for Home Help (“Net Fees To Owner”). For the avoidance of doubt, I.S.C. is responsible for its own income-based taxes. OWNER ACKNOWLEDGES THAT I.S.C.’S REMITTANCE OF SALES, TOURIST, EXCISE, OCCUPANCY, TRANSIENT RENTAL OR USE TAXES TO THE TAXING JURISDICTION/AUTHORITY DOES NOT WAIVE ITS SOLE AND EXCLUSIVE LIABILITY TO PAY ANY AND ALL SUCH TAXES THAT ARE LEVIED ON BOOKING FEES.
Tax Advice. While I.S.C. makes reasonable efforts to determine the jurisdictions where taxes need to be collected and paid in connection with the Booking Fees and the then-current rate of those taxes, I.S.C. does not guarantee that all taxes that may be levied against the Booking Fee by all applicable taxing jurisdictions have been collected from Guests and paid to the applicable jurisdiction. Owner agrees to hire its own tax accountant to confirm the taxes that need to be collected from all Guests in connection with each Rental of the Accommodation (the “Tax Advice”) and to share the Tax Advice with I.S.C. as soon as is reasonably possible. Owner shall indemnify, defend and hold I.S.C. harmless from and against any loss, cost or expense relating to, in connection with or arising from any failure to pay sales, tourist, excise, occupancy, transient rental, use or any other tax to the taxing jurisdiction or authority with respect to a Rental of a Accommodation.
Owner shall maintain reasonable and appropriate insurance coverage should the Accommodation suffer a casualty or a Guest, any employee or representative of I.S.C. suffers any personal injury or property damage.
I.S.C. shall retain and maintain an insurance policy that will pay out no less than $10,000 USD per any one covered occurrence under the policy with a total policy payout limit of $20,000 USD during the annual term. I.S.C.’s coverage under this policy is not intended to provide coverage for professional, fungi or bacteria, or silica dust related exposure. Coverage is intended to cover both bodily injury and property damage to a third party. This would be if any of the renters are injured which resulted from the Rental Property. In the event of property damage as a result of negligence from the renters, damages will be covered by renters’ security deposit. Any additional costs will be billed to renters.
Owner acknowledges and agrees that it will be responsible for ensuring compliance with Applicable Laws that may require insurance policies in different coverage levels than required under this Agreement.
All materials provided by I.S.C. and in connection with the rendition of the Services hereunder (including, without limitation, photography, marketing materials, website, reservations systems) are, and at all times hereunder and hereafter, shall remain the exclusive intellectual property of I.S.C. (and I.S.C. shall have full ownership thereof), it being understood and agreed by Owner that such materials are being provided by I.S.C. solely in connection with the Services rendered under this Agreement.
I.S.C. Indemnification. I.S.C. hereby agrees to indemnify, defend and hold Owner harmless from and against all third party liabilities, losses, claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and expenses; and interest and penalties thereon) that may be incurred by or asserted against I.S.C. and that arise from or in connection with (a) a material breach by I.S.C. in the performance of Services under this Agreement, or (b) any grossly negligent or willful act or omission (whether or not willful, tortious, or negligent) of I.S.C. or any third party in connection with the performance of Services under this Agreement. Owner shall provide I.S.C. with written notice within 20 days of any claim or suit brought against it by a third party which might result in such indemnification. Owner shall cooperate with the I.S.C. or its counsel in the preparation and conduct of any defense to any such claim or suit.
Owner Indemnification. Owner hereby agrees to indemnify, defend and hold I.S.C. (and I.S.C.’s agents, principals, shareholders, partners, members, officers, directors and employees) harmless from and against all liabilities, losses, claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and expenses; and interest and penalties thereon) that may be incurred by or asserted against Owner and that arise from or in connection with (a) the advertisement or Rental of an Accommodation pursuant to this Agreement, (b) any act or omission (whether or not willful, tortious, or negligent) of Owner or any third party, or (c) or any other occurrence related to the Accommodation and/or Owner’s duties under this Agreement whether arising before, during or after the Arrangement Period; provided, that Owner’s indemnification obligations will be limited to the extent such loss or claim is covered by I.S.C.’s indemnification obligations to Owner, as set forth in the preceding paragraph of this Agreement. I.S.C. shall promptly provide Owner with written notice of any claim or suit brought against it by a third party, which might result in such indemnification. I.S.C. shall cooperate with the Owner or its counsel in the preparation and conduct of any defense to any such claim or suit.
LIABILITY FOR DAMAGES
IN NO EVENT WILL I.S.C. BE LIABLE TO OWNER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, TIME, OPPORTUNITY OR DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STATUTE, EQUITY, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE, HOWEVER CAUSED, EVEN IF I.S.C. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL I.S.C. BE CUMULATIVELY LIABLE TO OWNER FOR ANY AMOUNT GREATER THAN THE I.S.C. FEES PAID TO AND RECEIVED BY I.S.C. FROM OWNER PURSUANT TO THIS AGREEMENT DURING THE SIX-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.
CHOICE OF LAW, VENUE, JURISDICTION AND DISPUTE RESOLUTION
Choice of Law. The parties agree that any dispute or claims, whether under a statute, in contract, tort, or otherwise, arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity of this Agreement shall be interpreted and enforced under the laws of the State of New York.
Arbitration. Without prejudice to the foregoing reference of disputes to binding arbitration, the parties agree to submit to the non-exclusive jurisdiction of any federal or state court sitting in Miami, Florida solely with respect to any actions for injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
Rights. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement (hereafter, “Right”) shall operate as a waiver thereof, nor shall any single or partial exercise of any Right preclude any other or further exercise of the same or of any other Right, nor shall any waiver of any Right with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.
No Agency or Business Association. This Agreement does not create a fiduciary relationship between Owner and I.S.C., and I.S.C. is and shall, at all times, remain an independent contractor. Nothing in this Agreement is intended to constitute either party an agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the other party for any purpose. The parties agree that neither party will make any contrary assertion, claim, or counterclaim in any action, suit, arbitration or other legal proceeding.
Successors and Assigns. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors and permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person.
Modification of Terms. This Agreement Terms may be modified from time to time by I.S.C., effective when an updated version is posted on the I.S.C. Sign Up form.
Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that any other provision may be invalid or unenforceable in whole or in part for any reason. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.
Entire Agreement. This Agreement, and the I.S.C. Sign Up Form, referenced links, and Accommodation Agreement, constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and writings between the parties.