Property Owner Promotion Agreement

This Property Owner Promotion Agreement is made and entered as of the later date to appear in the signature block on an associated RedAwning Property Owner Participation Agreement (the “PA”) (the “Effective Date”) or on the date Property Owner completes and submits the online version of the PA by and between the Property Owner identified on the PA (hereinafter referred to as the “Property Owner”) 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.

Recitals
A. Property Owner owns or is authorized to exclusively manage one or more properties or units (together, “Properties”; each a “Property”), to be identified by Property Owner, and desires to market and make the Properties available for short-term rental;
B. RedAwning markets short term property rentals and generates short-term rental bookings (each, a “Booking”) for and on behalf of property owners and managers through its proprietary websites, its mobile app, its distribution partner relationships, its suite of RedAwning Property Owner specific Website products and marketing services, and related activities (together, the “Services”); and
C. Property Owner 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.

Agreement
Now therefore, in consideration of the mutual covenants and undertakings herein contained, the parties agree as follows:

1. RedAwning Services. RedAwning shall provide Property Owner the following Services:

a. RedAwning shall advertise the Properties exclusively for short-term rental pursuant to multiple digital methodologies, including without limitation, on web pages specifically devoted to each Property (each a “Property Page”) on RedAwning’s proprietary websites and RedAwning’s mobile App (“Websites“), on a Property Owner specific Website built and hosted by RedAwning (“Owner Website”), exclusively on all major third party short term rental distribution channels and other RedAwning distribution partner websites, and on such other channels as RedAwning may add (together, “Channel Partners“) and such additional promotional methodologies, if any, that RedAwning may deploy from time to time. Property Pages shall include a description of each Property, including amenities, photos, and other information provided by Property Owner or RedAwning, as the case may be (the “Property Description”), and such other information as may be reasonably available to RedAwning or Channel Partners. Owner Website products included in the Services may require Addenda entered into between Property Owner and RedAwning from time to time.

b. RedAwning shall host a Property-specific calendar (the “Property Calendar”) that shall enable users to view each Property’s availability and make Bookings conditioned on such user meeting any applicable requirements and/or conditions set forth in this Agreement, and the RedAwning Rental Agreement which can be found at https://www.redawning.com/content/rental-agreement(the“Rental Agreement”) and is incorporated herein by reference. Users that make Bookings are herein defined as “Guests”.

c. For each Booking, RedAwning shall:

i. Collect and process in advance of any tenancy all required base rental amounts (“Base Rent”), cleaning and other required fees (together, “Property Owner Fees“) (Property Owner 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 (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 Property Owner 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;

ii. Provide the Property Owner via email, through the RedAwning Portal, and through the RedAwning mobile App, 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 Property Owner’s contact information;

iii. Pay credit card services fees and process any refunds due Guests for cancelled Bookings in accordance with this Agreement and the Rental Policies;

iv. 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 cancelled according to its terms.

d. For each Booking, if applicable, perform the Repair Obligation in respect to Covered Damage as defined and described in Section 5below.

2. Rent Collection and Assignment.

a. RedAwning shall pay Property Owner, as consideration for a confirmed Booking, the Gross Rent and Taxes collected by RedAwning, less the Participation Fee (as defined below), credit card processing fees (credit card processing fees are three percent (3%) of the Gross Rent and Taxes), RedAwning Fees, and any amounts disputed by Guest (such adjusted amount, “Net Rent”). Property Owner’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.

b. Net Rent shall be held in deposit at RedAwning’s merchant processor, Stripe, and shall be paid directly to Property Owner via a Stripe Connect Account after the corresponding amounts are earned (Booking tenancy has been completed) for each Booking. Property Owner shall set up its own Stripe Connect Account to receive payments either by direct deposit or by debit card, or other methods offered by Stripe as they become available, depending on the preference of Property Owner.  The agreement between Property Owner and RedAwning set forth in this Section 2 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.

c. Property Owner acknowledges and agrees that RedAwning is only responsible for forwarding Net Rent via Stripe to Property Owner. RedAwning is not responsible for any financial arrangements, tax liability or transfers between Property Owner 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 property owner, owner association and/or taxing authority.

d. 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, Property Owner shall fully cooperate with RedAwning and Guest to promptly resolve such dispute. In the event such dispute results in the reimbursement of all or any portion of the disputed amounts, RedAwning and Property Owner shall each contribute toward such reimbursement amount in the pro rata proportion of the amounts each party is entitled to receive in respect to the Gross Rent, Taxes and fees. The parties acknowledge and agree that RedAwning shall have sole discretion to resolve the Guest dispute and pay or return any amounts in satisfaction thereof. Property Owner’s Stripe Connect account will automatically be credited for Property Owner’s pro rata share of any returned sum.

e. 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 Property Owner 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 Property Owner’s selected cancellation policy.

f. 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, pandemic, national or local emergency, mandatory evacuation or other governmental order, terrorism, civil disorder, close down of airports or any other exceptional or catastrophic event, circumstance or emergency. In addition, Airbnb offers an Extenuating Circumstances Policy which allows Guests to receive a partial or complete refund due to Guest-specific issues such as a death in the family. In the event of any cancellation or refund due to any of these requirements, RedAwning and Property Owner shall each contribute toward such reimbursement amount in the pro rata proportion of the amounts each party is entitled to receive under this Agreement in respect to the Gross Rent, Taxes and fees.

3. 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.

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 via a credit to Property Owner’s Stripe Connect account.

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.

5. Damage Protection Program.

a. Program Description. As a convenience and inducement to Guests to rent the Properties, Property Owner has agreed in the Property Rental Agreement with each Guest of a Property promoted by RedAwning via the Services 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, the Guest is paying a fee set by RedAwning in its sole discretion, that is included as a RedAwning Fee for purposes of this Agreement.

b. Repair Obligation. For and in exchange for the payment of the RedAwning Fee, RedAwning hereby agrees to repair or replace the Covered Damage to the Property, and to indemnify Property Owner for the related actual direct costs of such repair or replacement (together, the “Repair Obligation“); provide in no event shall the Repair Obligation of RedAwning for a single Booking exceed the Damage Protection Cap.

6. Proprietary Rights.

a. The Services, the Website, all Smart Service functionality, products and services, the proprietary trademarks, service marks and logos of the RedAwning Group companies, 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 Property Owner, 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 Property Owner shall inure to the benefit of RedAwning, and Property Owner shall not acquire or retain any right in or to the RedAwning IP except to the limited extent herein set forth. Property Owner 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.

b. Property Owner 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 Property Owner and Property Owner’s owned and licensed trademarks, service marks and logos (together, “Property Owner 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 Property Owner 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, Property Owner 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 Property Owner IP by RedAwning shall inure to the benefit of Property Owner, and RedAwning shall not acquire or retain any right in or to the Property Owner IP except to the limited extent herein set forth. RedAwning shall cease use of all or any aspect of the Property Owner IP immediately upon written demand by Property Owner, and the limited license herein granted shall cease immediately upon the expiration or earlier termination of this Agreement.

7. Communications, Confidentiality and Data Security.

a. Unless otherwise agreed by the parties in writing, all communications between RedAwning and Property Owner shall be by email.

b. Except as provided in this Section 7, 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 Property Owner 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.

c. 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.

d. Property Owner agrees to comply with all applicable Laws in respect to data confidentiality, security and management.

8. Property Casualty and Sale.

a. In the event a Property is materially damaged or destroyed prior to or during a Booking, Property Owner shall, at Guest’s sole election, (i) 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 (ii) 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 Property Owner’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).

b. In the event a Property is sold during the term of this Agreement, (i) the purchaser thereof must honor all Bookings pending as of the sale closing date; or in the alternative, (ii) Property Owner shall secure a comparable or better Alternative Property for each Guest affected by such sale at no additional cost to Guest.

c. In the event a Property is listed for sale during the term of this Agreement, (i) in no event shall Property showings occur at any time during a Booking; and (ii) Property Owner 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.

9. Representations and Warranties.

a. By Property Owner. Property Owner represents and warrants that (i) it has full power and authority to enter into this Agreement; (ii) entering into and performance of this Agreement by Property Owner does not violate, conflict with, or result in a material default under any other, contract or agreement to which Property Owner is a party, or by which it is bound; (iii) it has the sole right and authority, pursuant to applicable Law or contract, to enter into this Agreement and rent the Properties to third parties as herein contemplated; (iv) it shall perform its obligations hereunder in compliance with all applicable Laws; and (v) the Property Owner IP provided by Property Owner for placement or use on the Website and in applicable Smart 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.

b. By RedAwning. RedAwning represents and warrants that (i) it has full power and authority to enter into this Agreement; (ii) 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; (iii) it shall perform its obligations hereunder in compliance with all applicable Laws; and (iv) the 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.

10. Indemnification. 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.

11. Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY WARRANTS AND NEITHER SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE SERVICES, TELECOMMUNICATIONS SYSTEMS OR THE INTERNET, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER SIMILAR INJURY, DAMAGE OR DISRUPTION OF ANY KIND. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. EXCEPT FOR BREACHES OF A PARTY’S CONFIDENTIALITY OBLIGATION UNDER SECTION 7 HEREOF AND INDEMNITY LIABILITY FOR BREACHES OF ITS REPRESENTATIONS AND WARRANTIES, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY HEREUNDER SHALL NOT EXCEED THE TOTAL NET RENT PAID OR PAYABLE BY REDAWNING TO PROPERTY OWNER FOR BOOKINGS DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE LIABILITY FIRST AROSE.

12. Term & Termination

a. This Agreement shall continue for a term of one year from the Effective Date (“Initial Term”) and will automatically renew for successive one year periods (each a “Renewal Term”) unless terminated by either party by written notice delivered to the other party at least thirty (30) days prior to the expiration of the then current Term; provided, that all Bookings pending as of the effective date of termination shall remain effective and enforceable, and each of Property Owner and RedAwning shall honor and fully perform its obligations hereunder in respect to such Bookings; and provided, further, that RedAwning may at any time suspend the Services without terminating the Agreement, including temporarily disabling any or all related Property Pages and/or Smart Services, pending resolution of a Property non-conformity, a Property Owner 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.

b. 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 Property Owner exercises its termination or removal rights under this Section 12.b. during the Initial Term, Property Owner shall pay RedAwning an early termination fee of two times RedAwning’s direct investments in the Property, such as RA Photos, devices, or other products or services, with a minimum of two hundred and fifty dollars ($250). Property Owner acknowledges and agrees that the early termination fee herein specified is intended as compensation for RedAwning’s time and cash investment in the preparation, marketing, development and support of each Property affected by the termination decision. RedAwning shall deduct any early termination fees due under this Section 12.b. from sums otherwise due Property Owner hereunder, or Property Owner will reimburse RedAwning on demand if such sums are insufficient.

13. Miscellaneous Provisions.

a. 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.

b. 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 Alameda County, California. The parties hereby waive any objections based upon the jurisdiction, forum or venue of such courts.

c. 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 Berkeley, 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.

d. 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.

e. Each of Property Owner and RedAwning specifically acknowledge and agree that Property Owner’s signing of the PA shall constitute Property Owner’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.

f. 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.

g. 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 cancelled and Guest performance excused pursuant to Force Majeure Events as provided in this Agreement.

h. 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.

i. 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.

j. 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.

k. 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.

l. 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.

m. Modification. 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://www.redawning.com/list/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 Property Owner in advance of any such modifications, provided it shall remain Property Owner’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 PROPERTY OWNER, PROPERTY OWNER’S SOLE AND EXCLUSIVE RECOURSE AND REMEDY IS TO TERMINATE THE AGREEMENT AS PROVIDED HEREIN. PROPERTY OWNER’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 PROPERTY OWNER’S ACCEPTANCE OF AND AGREEMENT TO SUCH INSTRUMENT, AS AMENDED.

IN WITNESS WHEREOF, by signing the PA, Property Owner hereby accepts and agrees to be bound by the terms of this Agreement.

April 30, 2020