Manager License and Services Agreement
Last Updated: February 11, 2020
This License and Services Agreement (this “Agreement”), effective as of the date this agreement is executed (the “Effective Date”), constitutes a binding agreement between Vacation Rental Partners, Inc. (“VRP”) and you, an entity that manages listings via the Service for your product or service (“Manager,” “You,” or “Your”), with the same force and effect as a negotiated written agreement signed by You. This Agreement provides the terms and conditions upon which VRP may grant Manager a license to use the VRP websites, GetDirect.io, DirectSoftware.com, including any versions optimized for viewing on a mobile device or any version that is made available on a third-party website with VRP’s authorization; VRP call center; and all other interactive features, services, software and communications provided by VRP (the “Service”). By clicking “I Agree,” You accept all the terms and conditions of this Agreement. If You DO NOT agree to the terms and conditions of this Agreement, DO NOT click “I Agree.”
1. How the Service Works.
1.1 VRP makes available a platform or marketplace for you to manage your properties and operations, distribution to online third-party marketplaces, and accept bookings by guests via white label websites. VRP is not an owner or operator of your or any associated rental property, including, but not limited to, real estate, vehicles, boats, or equipment, and VRP does not own, sell, furnish, provide, rent, manage or control your properties and services.
2.1 VRP grants you a limited, revocable, non-exclusive, non-transferable license to access and make personal, non-commercial use of the Service or their content on the corresponding platforms and not to modify all or any portion of the Service. This license does not include any resale or commercial use of the Service or their contents; any collection and use of any images or third-party content on the Service; any derivative use of the Service or their contents; any uncompiling, disassembling, reverse engineering, or other such attempts at discovering the source code of any Services; any downloading or copying of account information for the benefit of another company or user; or any use of data mining, robots, or similar data gathering and extraction tools. The Service, or any portion thereof, may not be reproduced, sold, resold, visited or otherwise exploited for any commercial purpose without VRP’s express written consent. You grant to VRP a limited, non-exclusive license to access, store, display and transmit the information you submit to the Service as provided in our Privacy Notice. You will not access or attempt to access content on the Service through any interface except for the publicly provided websites or applications provided by VRP.
3. Intellectual Property.
3.1 All of the content featured or displayed on the Service, including without limitation text, graphics, photographs, images, sound, and illustrations (“Content”), is owned by VRP, its licensors, vendors, agents or its Content providers. All elements of the Service, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Service may only be used for the intended purpose for which such Service is being made available. You are authorized to view, play, print and download copyrighted documents, audio and video found on our Service for personal, informational, and non-commercial purposes only. You may not modify any of the materials and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Service. The Service, its Content and all related rights shall remain the exclusive property of VRP or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on the Service.
We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to VRP. We reserve the right to remove any material alleged to be infringing without prior notice and without liability to you. When appropriate, we may also terminate your account. If you believe that your copyrighted information has been used in a way that constitutes copyright infringement, please send a notice that complies with the requirements of the Digital Millennium Copyright Act to our designated agent at:
Vacation Rental Partners, Inc.
1588 S Main St, #102
Salt Lake City, UT, 84115
Email: [email protected]
3.2 All trademarks, service marks and trade names of VRP used in the Service (including but not limited to: VRP’s name and logo; the Service’s name, design, and any logos) (collectively “Marks”) are trademarks of VRP or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Marks in any way, including in advertising or publicity pertaining to distribution of materials on the Service, without VRP’s prior written consent. VRP prohibits the use of the Marks as a “hot” link on or to any other website unless establishment of such a link is approved in advance. You shall not use VRP’s name or any language, pictures or symbols which could, in VRP’s judgment, imply VRP’s endorsement in any written or oral advertising, presentation, brochure, newsletter, book, or other written material of whatever nature, without prior written consent.
3.3 VRP does not control Manager or any product or service. Manager is responsible for determining the appropriateness and suitability of any prospective guest or any activity booked through this Service.
4. Use of the Service.
4.1 You are prohibited from using the Service to post or send any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation. We may fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone inappropriately using the Service.
4.2 Running or displaying the Service or any information or material displayed on the Service in frames or through similar means on another website without our prior written permission is prohibited. From time to time, the Service may contain links to websites that are not owned, operated or controlled by VRP or its affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave the Service. Neither we nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other website. We do not endorse, guarantee, or make any representations or warranties regarding any other websites, services, or any other information located or accessible from any other websites or services. If you decide to access any other websites, you do so entirely at your own risk.
4.3 You agree that you will not use any robot, spider, scraper or other automated means to access the Service for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (iii) bypass any measures we may use to prevent or restrict access to the Service. We retain the right at our sole discretion to deny access to anyone to this Service, at any time and for any reason, including, but not limited to, for violation of this Agreement.
4.4 You may not post, upload, publish, submit or transmit any content (including but not limited to any text, graphics, images, music, software, audio, video, information or other material) via the Services that (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive as determined in VRP’s sole judgment; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any other person; or (g) promotes illegal or harmful activities or substances. In addition to any other remedies, VRP may immediately suspend or terminate any Manager that violates these restrictions.
5.1 If a guest makes a booking of your property, any agreement you enter into with such guest is between you and the guest and VRP is not a party or responsible for any commitments or obligations contained therein.
5.2 You acknowledge and agree that VRP does not act as an insurer or as a contracting agent for you as Manager. VRP recommends that you obtain appropriate insurance for your business. Please review any insurance policies that you may have carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of guests (and the individuals the guest invites, if applicable) while using your product or service.
5.3 You acknowledge and agree that you are fully authorized, licensed and permitted to provide your properties, including the authority to license or rent in associated property. You acknowledge and agree that, as between VRP and yourself, you are responsible for the acts and omissions for your employees, contractors, vendors, agents and all other parties that are involved in providing your product or service or that are on your property.
7. Right to Cancel, Error, Mistakes.
7.1 The Service may contain technical inaccuracies and typographical or other errors in connection with information displayed. VRP assumes no responsibility or liability for such errors, inaccuracies, or omissions. VRP has the right to make changes, corrections or cancellations to such information, at any time, including after confirmation of a transaction. VRP is not responsible for communication failures, errors, difficulties, or other malfunctions or lost, stolen or misdirected transactions, transmissions, messages or entries on or in connection with our Service. The Service may not be continuously available due to maintenance or repairs or due to computer problems, disruptions in Internet service or other unforeseen circumstances.
8.1 By signing up to use the Service, you are subject to certain fixed costs that are charged on a monthly or annual basis (“Subscription Fees”). We offer three tiers of Subscription Fees: Starter, Pro, and Enterprise, and you can upgrade or downgrade from tier to tier at any time. Pricing for each tier and billing cycle are as follows:
|$59 per month||$399 per year||$479 per month||$4,788 per year||$1,199 per month||$11,988 per year|
8.2 Depending on the Subscription Fee tier that you choose, you are subject to a varying percentage-based per transaction fee (“Transaction Fee”), which decreases as the fixed Subscription Fee increases. The Transaction Fees are as follows:
8.3 The percentage is applied to:
(a) the full amount of the transaction processed or recorded;
(b) any credit card transaction processed automatically via Stripe through white label websites powered by VRP, and our fee is automatically deducted at the time the transaction is placed (the “Application Fee”);
(c) any credit card transaction processed manually via Stripe within the reservation management system, for which our fee is automatically deducted at the time the transaction is placed (the “Application Fee”);
(d) any credit card transaction processed automatically via Stripe through the channel management system (via HomeAway, VRBO, Booking.com, and any other integrated channels where the user is the merchant of record), for which our fee is automatically deducted at the time the transaction is placed (the “Application Fee”);
(e) any transactions processed via Airbnb through the channel management system, for which our fee is applied to the users’ billing information on file weekly (because Airbnb is the merchant of record and we cannot apply an Application Fee to the transaction); and
(f) any cash, check, or other charge recorded manually within the reservation management system, for which our fee is applied to the users’ billing information on file weekly.
8.4 Beginning on September 15, 2019, VRP will automatically and proportionally refund its Transaction Fees that have been collected for any transactions processed and refunded within the system from September 15, 2019 onward.
8.5 You may be subject to certain monthly costs in the event you decide to connect to a third-party partner that is integrated with VRP (“Integration Fees”). This includes integrations with our partners such as VirtualKEY, PointCentral, PriceLabs, KeyData Dashboard, Rabbu, Operto, HelloHere, StaySense, NoiseAware, RentalGuardian, CSA, Transparent, and AirDNA. The Integration Fee will vary and will be viewable in the integrations area within the settings area of the applicable application. The Integration Fee will be applied to your billing information on file monthly.
8.6 You will be subject to a one-time “Implementation Fee” for costs associated with onboarding services provided by VRP. The cost of the Implementation Fee varies based on the business profile of each Manager, and the statement of work for the implementation project, which is calculated based on an onboarding assessment, and detailed in the Direct Order Form. The aforementioned form includes the payment terms, and it is executed by both Manager and VRP prior to initiating the implementation project.
8.7 Depending on your payout volume, you may be subject to certain fees related to your use of Stripe Connect Custom to process payouts within VRP’s trust accounting system (“Accounting Fees”). The cost charged by VRP to cover each active custom account per month is $2.25. The cost charged by VRP to cover funds sent to a custom account by the platform is 0.30% of account volume. The cost charged by VRP to cover each ACH payout is $0.50 per payout.
9. Website Development.
9.1 From time to time VRP may create websites, customer relationship management tools and other online features for use by Manager (the “Online Assets”). Manager acknowledges and agrees that the Online Assets are the sole property of VRP and, notwithstanding the inclusion of Manager’s marks, are not a “work made for hire” under the Copyright Act or any other law. To the extent that the foregoing does not apply, Manager hereby irrevocably assigns to VRP, and its successors and assigns, for no additional consideration, Manager’s entire right, title and interest in and to the Online Assets and any intellectual property rights contained therein. Nothing contained in this Agreement shall be construed to reduce or limit VRP’s right, title or interest in the Online Assets. Further, Manager agrees to stop using and return to VRP the Online Assets at VRP’s request or upon the termination or expiration of this Agreement.
10.1 YOUR USE OF THIS SERVICE IS AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICE PROVIDED ON OR THROUGH THE SERVICE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER VRP, NOR ANY OF ITS AFFILIATES, SUPPLIERS, SERVICE SUPPLIERS OR LICENSORS WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICE PROVIDED ON OR THROUGH THE SERVICE. THE INFORMATION, MATERIALS AND SERVICE PROVIDED ON OR THROUGH THE SERVICE MAY BE OUT OF DATE, AND NEITHER VRP, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICE. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM VRP OR THROUGH THE SERVICE, CONTENT AND SERVICE WILL NOT CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
10.2 MANAGER IS AN INDEPENDENT CONTRACTOR AND NOT AN AGENT OR EMPLOYEE OF VRP OR ITS AFFILIATES. VRP AND ITS AFFILIATES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF SUPPLIER OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. VRP AND ITS AFFILIATES HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND THEIR DIRECT CONTROL, AND THEY HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY. VRP, ITS AFFILIATES AND THEIR RESPECTIVE SUPPLIERS MAKE NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC PRODUCTS AND SERVICES.
11. Limitations of Liability; Limitation on Time to File Claims.
11.1 VRP does not assume any responsibility for and is not liable for any damages to your computer, equipment or other property caused by or arising from your access to, use of, or browsing the Service, or your downloading of any information or materials from this Service. IN NO EVENT WILL VRP, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USING THE SERVICE, ANY WEBSITES OR APPLICATIONS LINKED TO THE SERVICE, OR THE MATERIALS, INFORMATION OR OTHER CONTENT CONTAINED ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, VRP’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11.2 IN THE EVENT OF ANY PROBLEM WITH THE SERVICE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICE. IN NO EVENT SHALL VRP’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED , IN THE AGGREGATE, THE GREATER OF (A) THE SERVICE FEES YOU PAID TO VRP IN CONNECTION WITH SUCH TRANSACTION(S) OR (B) ONE HUNDRED DOLLARS (US $100.00).
11.3 TO THE EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT YOU WILL BRING ANY CLAIM OR CAUSE OF ACTION ARISING FROM OR RELATING TO YOUR ACCESS OR USE OF THIS SERVICE WITHIN ONE (1) YEAR FROM THE DATE ON WHICH SUCH CLAIM OR ACTION AROSE OR ACCRUED OR SUCH CLAIM OR CAUSE OF ACTION WILL BE IRREVOCABLY WAIVED.
12.1 You agree to defend, indemnify and hold VRP and its affiliates, and its and their equity holders, directors, officers, employees and agents, harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use of the Service or your placement or transmission of any message or information on this Service by you or your authorized users; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights, including any such violation arising from Content, or VRP’s use of Content; (iv) your violation of any law, rule or regulation of the United States or any other country, including data protection laws; or (v) any claim or damages that arise as a result of any information or data that you provide to VRP.
13. Term and Termination.
13.1 The Agreement will commence on the Effective Date and shall continue for a period of one (1) year. Manager must provide 60-days notice prior to termination of the agreement for both monthly and annual subscriptions. For monthly subscriptions, Manager is responsible for paying fees for 60 days following notice of termination. For annual subscriptions, Manager does not receive any prorated refunds.
13.2 VRP may suspend or terminate your use of the Service at any time, for any reason or for no reason. We may also suspend your access to our Service in the event that (a) you breach this Agreement; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users, or us.
13.3 VRP shall not be liable to Manager or any third party for suspension or termination of Manager’s access to, or right to use, the Services under this Agreement. Manager shall owe and pay the balance due for the Services up to the date of termination. Commensurate therewith, VRP shall issue a pro rata refund of any unused prepaid amounts, as applicable.
13.4 Upon the effective date of termination of this Agreement for any reason, Manager’s access to the Services shall terminate and Manager shall cease accessing and using the Services immediately.
14. Force Majeure.
14.1 Neither VRP nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, Internet or hosting outage, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
16.1 Any claim relating to the use of the Service, the materials contained herein or this Agreement is governed by the laws of the State of Illinois. You consent to the exclusive jurisdiction of the state and federal courts located in State of Illinois.
16.2 If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be struck and amended to achieve as closely as possible the effect of the original provision and all other provisions of this Agreement will continue in full force and effect.
16.3 You agree that this Agreement may be assigned by VRP in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
16.4 Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
16.5 You and VRP are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. Fictitious names of companies, products, people, characters mentioned on the Services are not intended to represent any real individual, company or product.
17. Entire Agreement; Survival.
17.1 This Agreement constitutes the entire agreement between you and VRP and supersede any prior understandings or agreements (written or oral). The following Sections shall survive termination or expiration of this Agreement: Section 2 (License), Section 11 (Limitations of Liability; Limitation on Time to File Claims), Section 12 (Indemnity), and Section 16 (General).
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