DISTRIBUTION ORDER FORM

This Distribution Order Form for Property Managers (“Agreement”) is entered into by and between The Rentalz Company LLC, with its principal place of business at 720 S. Colorado Blvd, Suite PHN, Denver, CO 80246 (“Rentalz”); and the property manager (“PM”), wishing to promote short-term-rental properties on the Rentalz distribution channel with an Effective Date (the “Effective Date”) per the Signature Page below.

RECITALS

1. Rentalz operates, maintains, and provides services to PMs for the listing, advertisement, and booking of short-term rental properties through a network of websites and distribution channels exclusively for professionally managed properties (the “Rentalz distribution network”). The number of websites and channels will change from time to time but may include Rentalz.com, Deluxuri.com, TakePaws.com, FindRentals.com, and RentButton.com.
2. The Rentalz brands are designed to provide guests with a superior booking experience as the guest books directly with a trusted, local property manager, and the Rentalz brands are designed to appeal to different target audiences of travelers than those of the traditional OTAs.
3. PM owns or manages, or is otherwise authorized to represent and manage at least five short-term-rental properties, maintains a consumer-facing online booking website, and uses an integrated property management software solution and desires to advertise those properties and offer them for rent on the Rentalz Brands.
   
4. PM will receive payment for booking at the time of booking following the PM’s standard payment schedule and PM will receive guest information including guest name, email address, and phone number, and PM is free to market to the guest for future bookings.
5. Guest is subject to the PM’s Terms and Conditions, including the PM’s cancellation policy with the sole exception that the guest retains the right to cancel a booking without penalty within one day of the guest receiving the rental agreement from the PM, unless it is a “last-minute” booking (with the definition of “last-minute” set by PM.). Once a guest signs the PM’s guest rental agreement guest is automatically subject to the PM’s terms and conditions.
6. The PM will pay Rentalz a post-departure commission solely on the lodging portion of a booking, due the later of either 14 days after a guest's departure or at the time the PM distributes funds to property owners. Rentalz will issue a commission invoice at the time of booking (for PM review) and on the date of departure (to request payment).

Therefore, the parties agree as follows:

AGREEMENT

1. Services. In exchange for consideration as defined below, and subject to PM’s compliance with this Agreement, its Appendix, and all incorporated terms and conditions, Rentalz will: (a) publish, post, advertise, distribute, offer-for-rent, book, and accept payments associated with the short-term-rental of properties under PM’s management (each unique property, a “Listing”); and (b) provide PM with resources designed to reflect performance-metrics and enhance opportunities for exposure of the Listings to the Rentalz Private Client marketplace (each of the above, a “Service,” and generally, the “Services”).

Rentalz will be compensated for the Services by receiving a 10% commission on the lodging portion of a booking, as set forth below and in accordance with any and all applicable statements or confirmations issued by Rentalz to PM with respect to such Listings.

2. Listings. For each Listing, Rentalz, using its technology, will access and upload property information, calendar availability, as well as real-time publicly published pricing (the “Public Rates”), as viewable on the PM Websites listed on the Signature Page, any Integrations (as defined below), and other publicly accessible websites (collectively, “Data Sources”).

When a guest creates a reservation, PM agrees to accept and honor that reservation, subject to the terms of this Agreement, including Cancellation of Reservations as described below.

PM agrees to activate inventory through their PMS’ or Channel Manager’s portal. Rentalz will provide specific instructions to activate each of the channels. Rentalz is solely responsible for its portion of any fee charged by a PMS or Channel Manager – and any fees charged to a PM for bookings through this integration are those of the PM. NOTE - Rentalz will not list RVs and mobile homes.

3. Rates. PM is encouraged but not obligated to provide rates through the PMS or Channel Manager integration where the total guest cost is no more than 5% higher than if the guest books directly with the PM.
4. Guest Communication. PM agrees to provide the guest with the PM’s Guest Rental/Reservation Agreement within 24 hours of the time of booking. It is highly preferred that the Guest Rental/Reservation Agreement is generated automatically within minutes of the booking to allow the guest to review the terms and conditions promptly.  
   
   
5. Guest Inquiries. The Rentalz platform allows guests to contact a PM prior to the booking to inquire about specifics about properties. Rentalz will send emails to the inquiry email provided by the PM with the link to the property on the Rentalz distribution network (which reflects the commissionable rates). PM is free to communicate directly with the prospective guest with the understanding that if the guest books any property(ies) with the PM within 30 days of receipt of the inquiry, the reservation is commissionable at 10%.   If the rates on Rentalz are higher than the “book-direct” rates and the PM offers guests rates lower than the Rentalz rates, the PM is obligated to pay a 10% commission on the actual nightly rates charged to the guest (excluding taxes and fees.)

6. Cancellation of Reservations. PM agrees to honor, for any reservation made through Rentalz, its cancellation policies on reservations made directly with PM or on any other platform.

For PM, the cancellation policy is clearly stated in the Guest Rental/Reservation Agreement.

Notwithstanding these policies, in the event of force majeure, double booking, if properties are sold, or for other reasons, including Private Client suitability, PM, or subsequent Owner or Heir or PM, shall either (a) honor any or all reservations in place, (b) cancel and refund to the guest all funds paid, or (c) substitute comparable or superior accommodations (including the number of bedrooms), and be responsible for any costs associated with said substitution.

7. PM Contact information and “Terms & Conditions”. PM is to provide Rentalz with contact information and general terms and conditions to provide to the guest at the time of booking – with the understanding that the guest will receive the PM’s Guest Rental/Reservation Agreement upon booking that may be modified for a specific property.
   
   
8. Term and Termination. This Agreement governs all PM Listings as of the Effective Date, is not subject to an annual term, and may be terminated by either party upon 30 days written notice, or as set forth below. Upon 30 days’ notice by Rentalz of any material changes to this Agreement, or the Agreement then in effect, PM Listings will be governed by, and subject to, the then-current agreement. Listings may be terminated or removed by Rentalz or PM from the Rentalz distribution channels without cause and for convenience.

Rates:

PMs are highly encouraged, but not obligated to charge nightly rates no higher than providing guests with a total cost no higher than 5% higher than if a guest booked directly with the PM

Commission Rate:

10% of the total lodging (taxes and fees are not commissionable) Due 14 days after the departure date (invoice will be sent via email)

Company Terms, Conditions, and Cancellation Policy (to display prior to booking):  PM is to complete the Rentalz Onboarding form to provide Rentalz with PM’s terms and conditions to ensure an impeccable booking experience for the guest.  

APPENDIX: ADDITIONAL TERMS

For purposes of this Agreement, Rentalz is solely responsible for maintenance of the Rentalz distribution network and platform, including the Rentalz API and associated documentation; and PM is solely responsible for maintenance of PM’s own operating system, platform, network, and the PM Software to ensure proper functioning and integration with the Rentalz API. In that regard, the PM will maintain full compliance with all vendor-specified minimum release levels and configurations and will ensure the installation of any and all remedial patches, software updates, and subsequent releases as may be directed by the PM software provider, or by Rentalz with respect to the Integration.

2. Intellectual Property. Rentalz exclusively owns and will retain all rights in and to its intellectual property, including its trademarks, the Rentalz distribution network and associated data, and the Rentalz API (together referred to as “Rentalz Software”); and Rentalz will be the sole and exclusive owner of any and all new intellectual property that may result from the Integration or any related development work. Nothing in this Agreement is intended to convey any such rights to PM, except for those limited rights and licenses necessary to carry out the express purpose and intent of this Agreement, and unless otherwise revoked by Rentalz, all such rights will automatically terminate upon termination of this Agreement or upon removal or expiration of PM’s last remaining Listing or group of Listings from the Rentalz distribution network, whichever occurs first. Likewise, for the term of this Agreement, PM grants to Rentalz a non-exclusive, royalty-free license to access and use the PM Software and associated hardware and software components, as well as any intellectual property belonging to or used by PM, to the extent such access or use is necessary to enable the Integration, allow for performance of the Services, or otherwise carry out Rentalz’s obligations under this Agreement. PM represents and warrants that it has obtained all necessary rights, licenses, and permissions to effectuate the above grant and to carry out all activities contemplated by this Agreement.

3. Listing Content. Rentalz wishes to feature on the Rentalz distribution network only rich, high-quality content that is optimized for purposes of search functionality and Private Client experience. PM is solely responsible for the content of each of its Listings, including ongoing reviews of and updates to such Listings as necessary to maintain compliance with this Agreement. PM represents, warrants, and covenants that all content describing and comprising each Listing is and will remain current and accurate at all times, and that each Listing is unique and has not been and will not be duplicated within the Rentalz distribution network. PM understands and acknowledges that Rentalz has the right, but not the obligation, to reformat or otherwise modify Listing content to improve the viewing experience or to optimize functionality or performance for Private Clients using the Rentalz distribution network. Should Rentalz make any such modification, it will do so relying on information provided or confirmed by PM with respect to the affected Listing. In such event, Rentalz, and not PM, shall be held responsible for such modifications. PM will promptly notify Rentalz if any Listing content is inaccurate or potentially misleading or would otherwise violate any provision of this Agreement.

4. PCI Standards; Data Security; Trade Compliance. PM and Rentalz acknowledge that, in connection with this Agreement, both Parties may receive or have access to the personal data of users of the other Parties’ network, whether through the Integration, the Rentalz or PM Software, directly from clients, or otherwise; and that such data may include highly sensitive information pertaining to or identifying individuals (“Personal Information”). Rentalz and PM will maintain all Personal Information in the strictest confidence and in full compliance with all applicable rules, regulations, standards, and guidelines set forth by Visa, Master Card, all other payment-card brands, and the Payment Card Industry Security Standards Council; as well as all applicable laws, regulations, and directives relating to privacy, security, data protection, and the safeguarding, disclosure, and handling of such information. To that end, Rentalz and PM will ensure the implementation and maintenance of administrative, physical, and technical safeguards that are no less stringent than those accepted as standard industry practices.

Likewise, Rentalz’s and PM’s activities under this Agreement will be undertaken in full compliance with all U.S. export laws, and all other applicable regional and national trade regulations. In the event Rentalz or PM breaches or becomes aware of a breach or violation of any security or privacy standard or any trade regulation relating to a Listing, the Integration, the Services, or the subject matter of this Agreement, or that otherwise affects or involves any client or other user of the PM or Rentalz network, Rentalz or PM shall notify the other Party immediately and take all actions necessary to promptly deliver all requisite notices and rectify the breach or violation. Rentalz and PM understand that failure to comply with this section and all other applicable rules, standards, laws, and regulations, may result in assessments, fines, or penalties; and Rentalz and PM shall indemnify, defend, and reimburse the other Party immediately for any such assessment, fine, or penalty imposed on PM or Rentalz as a result of any Rentalz or PM breach or violation.

5. Terms & Conditions; Privacy Policies; Change Provisions. This Agreement incorporates by reference and includes Rentalz’s standard Terms & Conditions and Privacy Policies as posted on the Rentalz distribution network (“Terms”). PM agrees to all such Terms in effect on the Effective Date and understands and acknowledges that the Terms on the Rentalz distribution network are subject to change from time to time. Rentalz will provide notice to PM of any material changes to the Terms that may affect PM’s rights or obligations under this Agreement.

 6. Representations, Warranties, and Covenants.

Rentalz and PM represent, warrant, and covenant as follows:

(a)  PM is an authorized agent and representative of the owners of the respective Listings and holds all necessary rights and licenses to advertise the Listings on the Rentalz distribution network and to use all data and information comprising or relating to the Listing content, including photographs, descriptions, brand names, trademarks, and other content and identifying information provided to Rentalz, transmitted via the Integration, or published on the Rentalz distribution network. PM has all necessary rights and authorizations to offer, manage, and accept Private Client bookings for the Listings, and to enter into contracts with Private Clients for the bookings and for the provision of all associated services and amenities described in each Listing;

(b)  The use, reproduction, transmission, and republishing of material and information related to the Listings and the activities contemplated by this Agreement—regardless of medium or mode of transmission of such information—will not violate any law, rule, or regulation, and will not infringe the intellectual property, privacy, or other rights of any Private Client or other third party;

(c)  PM has obtained all necessary authorizations and consents as may be required or appropriate to receive the Services and perform its obligations under this Agreement, including all rights necessary for Rentalz to view, access, and use information provided to it via the Integration;

(d)  No Listings are or will be duplicated on the Rentalz distribution network and, on behalf of itself and the Listing owner, PM will not permit any double or conflicting bookings of the Listings and will be solely responsible for all costs and expenses associated with any such conflict;

(e)  Rentalz and PM will take no action that could reasonably be deemed disparaging to PM or Rentalz or the respective Parties’ networks;

(f)  PM and Rentalz will respectively indemnify, defend, and hold harmless each other from and against any and all costs and expenses—including reasonable attorneys’ fees—arising or related to any loss, liability, judgment, claim, investigation, lawsuit or other proceeding, that PM or Rentalz or any of PM’s or Rentalz’s agents or representatives may incur that relate to or arise out of: (i) any phishing, fraud, or other unauthorized booking or activity related to a Listing; (ii) any payment the Rentalz or PM is obligated to make to a third party relating to a Listing on account of an act or omission by Rentalz or PM or the property owner of the subject Listing; and (iii) any claim of intellectual-property infringement relating to Rentalz or PM Software, any Rentalz or PM information transmitted to the other Party, or any Listing.

7. Disclaimer of Warranties & Limitation of Liability.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, RENTALZ MAKES NO REPRESENTATIONS, WARRANTIES, COVENANTS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES OR ANY ASRENTALZCIATED DISTRIBUTION OR INTEGRATION; AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

8. Miscellaneous.

(a)  Independent Contractors. Rentalz and PM are independent contractors, and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, representative, or employment relationship between the parties.

(b)  Notices. Notices to the other party may be made by express mail, courier, or email delivered to the respective addresses provided by the parties for such purposes, and notice will be effective on the date receipt is confirmed. However, if PM provides notice relating to any legal dispute or claim relating to an alleged breach of this Agreement, PM will send a copy of the notice via express mail or courier to the address of Rentalz set forth above, with the heading “Attention: Legal Department.”

(c)  Entire Agreement. This Listing Agreement and the Terms, along with all Rentalz statements, and confirmations related to the Listings, comprise the entire agreement between the parties relating to its subject matter. In case of a conflict between any provision of this Listing Agreement and any of the Terms or other documents, the provisions set forth in the Listing Agreement shall prevail. In the event that PM previously entered into a listing agreement or any similar agreement with Rentalz, this Agreement will automatically replace and supersede any and all such prior agreements in its or their entirety, as of the Effective Date. No amendment or modification to this Agreement will become effective unless made in writing and signed by an authorized representative of each of the parties.

(d)  Severability; Waiver; Headings. If any element of this Agreement is found to be invalid or unenforceable by any court of competent jurisdiction, all other provisions will continue in full force and effect and will remain binding on the parties. No failure to assert a breach or to enforce any right or obligation under this Agreement shall be deemed a waiver of any associated provision or of any such right or obligation of that party in the future. Headings in this Agreement are for reference only and will not limit the scope or extent of the respective provisions.

(e)  Venue & Applicable Law. This Agreement is governed by and shall be construed in accordance with the laws of the state of New York, without regard to its choice-of-law principles. PM irrevocably agrees that any cause of action PM may submit in connection with this Agreement or any of the Services will be filed in the courts located in Denver, Colorado, which PM acknowledges will be the sole forum and venue for any legal dispute between PM and Rentalz.

(f)  Expenses. Unless otherwise expressly provided in the Agreement, all costs and expenses incurred in connection with the Agreement and in carrying out the transactions contemplated hereby will be the obligation of the party incurring such cost or expense.