4. Property Owner Obligations.Property Owner shall perform the following obligations:
a. Establish and periodically update as necessary the required Property Description information for each Property for use on the Property Pages. Property Owner shall 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 submitted to RedAwning by Guests or taken by RedAwning sourced photographers (together, “RA Photos”). In addition, in respect to each Booking, Property Owner shall provide to RedAwning at least seven (7) days in advance the check-in information for each Guest and deliver the Property in arrival-ready condition upon Guest’s arrival (Booking commencement date), including without limitation, fresh linens and a professional standard of cleanliness. 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.
All Property appliances, utilities and advertised amenities must be fully functioning and operating at 100% capacity. The Property and contents must meet applicable governmental and industry hygiene, security, safety and fire regulations and standards. If the Property is deemed uninhabitable for safety, hygiene or maintenance reasons and Guest must be relocated to an alternative property, Property Owner must organize and 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 Property Owner in an amount to be negotiated in good faith by Property Owner and Guest. In the event Property Owner fails or refuses to so negotiate with the Guest promptly and in no event more than five (5) calendar days following request by RedAwning, RedAwning may, in its sole discretion and on Property Owner’s behalf, perform such negotiations and agree on and issue financial compensation. Property Owner shall reimburse RedAwning such compensation amount upon demand, which amount shall be satisfied by credit memo or direct payment at RedAwning’s election.
b. Establish and periodically update as necessary a Base Rent schedule for each Property, setting forth all required, then current cleaning fees, per diem and weekly rental rates, special and/or holiday rates, applicable Taxes, if any, and such additional fees and payments to be withheld from and/or paid by a Guest of the Property. Property Owner shall timely provide the Base Rent schedule, and all updates thereto, to RedAwning and both Guests and RedAwning shall each have the right to rely on the most recent Base Rent schedule provided by Property Owner in, respectively, renting each Property and performing the Services as herein contemplated.
c. Pay when due all required Taxes, fees, assessments and other costs, if any, related to each Property, including any Bookings sourced through the Services.
d. 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 Property Owner or other third-parties. Property Owner shall enter each Black-Out Date on the Property Calendar immediately as it becomes known to Property Owner. In the event Property Owner’s failure to perform in accordance with this Section 4.d.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 Property Owner cancel a Booking otherwise properly made by a Guest for personal use, including use by a property owner, their friends or family members.
e. 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 Property Owner 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.
f. 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 Property Owner 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 Property Owner’s instructions in respect to collected payments and refunds. In the event of any dispute, RedAwning shall use commercially reasonable efforts to resolve the dispute in accordance with the dispute resolution policies set forth herein.
g. 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 Property Owner 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 Property Owner, 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 Property Owner hereby acknowledges and agrees RedAwning may deduct by way of credit memo from any sums then or thereafter due Property Owner hereunder, regardless of source.
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 Property Owner hereby agrees to defend, indemnify and hold RedAwning harmless from any claims or liability arising from or related to such suspension or termination.
h. At all times maintain the Properties in good, clean and habitable condition and in conformance with all applicable international, foreign, federal, state, local and association laws, regulations, ordinances, rules and covenants (together, “Laws”). In furtherance of this Section 4.h., Property Owner shall enter into and maintain, and timely pay and perform when due, its duties under, contracts with such third-party service providers to the Properties, including by way of example only, utilities, waste disposal, house cleaning and yard maintenance services, as may be necessary or required to satisfy its obligations hereunder.
i. At all times during the term hereof, insure that for each Property, Property Owner 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, Property Owner shall provide RedAwning with any necessary documentation, including certificates of insurance, evidencing the required coverage hereunder.
j. Upon RedAwning’s request, provide proof to RedAwning’s reasonable satisfaction of Property Owner’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.
k. Maintain at all times accurate and complete contact information on the applicable Website and/or Smart Service-related administration page(s), including without limitation, Property Owner’s name, full street and, if different, postal address(es), email address, daytime and evening phone numbers, and cell phone number. In addition, Property Owner shall include all such data for any authorized local agent of Property Owner with access to the Properties and authority to resolve any Guest questions or issues in respect to a then current Booking.