VacationRentalPartners.co Terms of Service
THIS SERVICES AGREEMENT (the “Agreement”), effective as of the exact date on which the Customer completes and submits the agreement form on VRP’s website (the “Effective Date”), is entered into between:
VACATIONRENTALPARTNERS.CO, a company incorporated under the laws of the Province of Quebec in Canada, with its principal office at 100 Gloucester Street, #343, Ottawa Ontario, Canada, (hereinafter referred to as “VRP”) and the individual, or entity such individual represents, as applicable, agreeing to the terms of this Agreement as proven by their completion and submission of the New Account Form & Client Questionnaire on VRP’s website (the “Customer”), collectively referred to as the “Parties”.
WHEREAS, the Customer wishes to retain VRP to provide vacation rental internet marketing services and VRP wishes to provide said services to Customer subject to, and in accordance with, the terms and conditions of this Agreement; and
NOW THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement, the Parties agree as follows:
Customer: The company or other legal entity identified in the Order Form, for which Customer are accepting this Agreement, and Affiliates of that company or entity.
Affiliate: Any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.
Vacation Property: Any real property which the Customer owns, leases, or holds an interest in which is capable of being leased to a Guest as a vacation rental property or long term rental.
Confirmed Booking: Any confirmed booking for the rental of a Vacation Property by a Guest that was generated from any Vacation Rental Property Listing, as such term is defined below,
Vacation Property: Any real property which the Customer owns, leases, or holds an interest in which is capable of being leased to a Guest as a vacation rental property or long term rental.
Vacation Rental Property Listings: Any listing, posting or advertisement of a Vacation Property, on one or several of the Advertisement Sites, as such term is defined below, prepared by or managed by VRP in connection with the provision of Services.
Customer Content: All information, data, Advertisement Sites login credentials, photographs, videos and written content provided by the Customer to VRP for the purposes of the provision of the Services, and including all information, data, Advertisement Sites login credentials, photographs, videos or content generated by, derived therefrom, and collected by or for VRP in providing the Services.
Guest: Any person or entity that has a Confirmed Booking.
Rental Agreement: Any agreement, contract or document in writing between the Customer and Guest setting out their rights and obligations with respect to the rental of a Vacation Property.
Rental Fee: The complete price of a Confirmed Booking, charged by the Customer to a Guest within any Vacation Rental Property Listing, including but not limited to, all additional fees such as cleaning fees, taxes, fees for any additional services, and fees for additional guests.
Rental Period: A designated period of time during which a Guest has a Confirmed Booking for the rental of a Vacation Property.
Service or Services: Includes one or all of the following services offered by VRP; Vacation Rental Marketing Channel Management & Optimization Services as described herein.
Vacation Rental Marketing Channel Management & Optimization Services: The management, advertising and marketing of Vacation Property Listings over the internet, or consulting services provided by VRP to the Customer in regards thereto, for the purposes of leasing a Vacation Property to Guests. The Services may also include any of the following which will be subject to the particular arrangement with the Customer:
a) Assist the Customer with the creation, management and optimization of the Vacation Property Listings and accounts on the Advertisement Sites with the permission of the Customer;
b) Offer marketing copywriting and rental fee suggestions for optimizing the content within the Vacation Property Listings on the Advertisement Sites for the purposes of optimizing Customer profits and improving booking conversion results;
c) Offer data entry and data synchronization services between the Customer’s various Vacation Property Listings listed on the Advertisement Sites;
d) Send out automatic SMS and email communications to Customer and Guests upon the completion of Confirmed Bookings.
e) Provide support to Customer in connection with the Services; and
f) Any changes, modifications, reductions or additions to the Services as agreed to from time to time by the Parties.
API: An application programming interface that enables VRP to seamlessly transfer two-way data streams between third party providers and the Service.
End-User: Any individual authorized to use the Service, whether partially or fully, and to whom Customer (or VRP at Customer's request) have supplied a user identification and password. End-Users may include, for example, Customer's employees, contractors, agents, and third parties with which Customer transact business.
Keywords: A phrase or group of words including but not limited to a geographic modifier such as a city name that is used to search the indexed results of a search engine.
Local Data Network: Any and all third party websites or entities to which VRP distribute and/or publish Customer's Location Data, including but not limited to: internet yellow pages; search engines; social networks; mobile phone applications; global positioning system devices; data aggregators; and review sites.
Location: A single business location determined by a unique phone number and address, no two Locations may have the same phone number and address.
Location Data: Any and all public, non-confidential information provided by Customer to VRP which is associated to a Location, including, but not limited to, business name, address, phone number, business description, pictures, videos, Guest reviews and other marketing related content.
Local Citation Listing: Any listing, posting or advertisement of Customer or Customer’s vacation rental business, on one or several of the Local Data Network websites or entities, as such term is defined above, prepared by or managed by VRP in connection with the provision of Services.
VRP Analytics: All the information collected, generated or created by the Service derived from the Location Data and Confirmed Bookings, such as reports, recommendations and analysis. VRP Analytics is the intellectual property of VRP.
Malicious Code: Any and all code, files, scripts, agents or programs intended to do harm, for example, viruses, worms, time bombs, and Trojan horses.
Verification: a time-sensitive process, that requires a reply by Customer or the End-User, by entities within the Local Data Network in order to verify the accuracy and legitimacy of Customer's Location Data submissions.
Social Media Network: Any and all third party websites or entities to which VRP distribute and/or publish Social Media Posts (as such term is defined below), including but not limited to: Facebook, Google+, and Pinterest.
Term: The time period specified in subsection 3 herein.
Travel Issue: Any issue with the Vacation Property which prevents a Guest from enjoying or using the Vacation Property in accordance with its intended use. A travel issue shall consist of any of the following:
(a) The failure on the part of the Customer to provide the Guest with access to the Vacation Property (i.e. failure to provide keys or security code to enter onto or into any dwelling on the Vacation Property);
(b)The Vacation Property Information, as such term is defined below, provided to VRP and advertised on the Vacation Property Listings is materially inaccurate with respect to:
i)The size of the accommodation (i.e. number and size of the bedrooms, bathroom, kitchen, living room or any other room);
ii) Whether another person other than the Guest shall be residing at the Vacation Property during the Rental Period;
iii) Any special amenities or features of the Vacation Property do not function, such as decks, pools, hot tubs, toilets, showers, bathtubs, sinks, stoves, refrigerators, ovens, dishwashers, washers, dryers, air conditioning, heating, electricity, running water (i.e. hot or cold water), water purification systems, or other important and advertised feature of the Vacation Property;
(c) The Vacation Property is not generally clean and sanitary;
(d) The Vacation Property contains safety or health hazards that would reasonably be expected to adversely affect the Guests stay at the Vacation Property in VRP’s sole and absolute discretion;
(e) The Vacation Property does not contain clean bedding or towels available for the Guest’s use; and
(f) The Vacation Property contains vermin or pets.
2.1 Provision of Services. In consideration of the payment by the Customer to VRP of the Fees (as such term is defined herein), VRP shall, during the Term and subject to and in accordance with the terms and conditions of this Agreement, provide to the Customer the Services.
2.2 Beta Services. From time to time, VRP may add new features to the Service (“Beta Features”), Customer acknowledge that Beta Features may be untested, non-functional, and/or partly functional features of the Service and may harm and/or interrupt the regular running of Customer's software and/or hardware. If Customer elect to use a Beta Feature, Customer do so at Customer's own risk. Notwithstanding anything to the contrary contained herein.
2.3. Vacation Rental Marketing Channel Management & Optimization Services:
2.3.1. Delivery Start. The Vacation Rental Marketing Channel Management & Optimization Service will ONLY begin once VRP receives (i) Customer's complete Vacation Property Information, as such term is defined below.
2.3.2 Verification process. VRP will coordinate any Verification steps required from Advertisement Sites directly with Customer, whether Verification is for Customer and/or End-User. VRP is not liable for any failure by Customer or End-User: (i) to take necessary actions required in Verification emails and/or forward Verification emails to email@example.com to complete the submission process within five (5) business days; or (ii) to reply in timely manner to Verification requests sent by postal service to Customer's and/or End-User’s postal address; or (iii) to answer telephone Verification requests, all information required for postal and telephone requests will be provided to Customer by VRP via email. Failure to complete the Verification process may delay or prohibit the fulfillment of the Local Search Marketing & Reputation Monitoring Services.
2.3.3 Existing Vacation Property Listing Edits. The frequency of edits to the Advertisement Sites’ existing Vacation Property Information will be performed by VRP on an as needed basis, at VRP’s absolute and sole discretion, but will be reviewed no less than once every three (3) months. In the event where entities within the Advertisement Sites contain incorrect Vacation Property Information, VRP will perform the necessary edit(s) on a best efforts basis and can not guarantee that the edit(s) will be applied by publisher(s).
2.3.4 Advertisement Site Independence. Customer acknowledge that VRP has no responsibility for, or control over the Advertisement sites and their use of Customer Content once submitted to them. Specifically, their (i) usage of Location Data; or (ii) particular ranking of any Vacation Property Listing as a result of a search or query; or (iii) accuracy or contents of Customer Content published; or (iv) acceptance and or publication of Customer Content.
2.3.5. Advertisement Sites Terms of Service: (a) Customer hereby agrees that it shall be bound by any terms of service or use on any website, internet channel, media available for public display or other platform (collectively the “Advertisement Sites”) on which the Vacation Property is advertised. (b) Any fees or charges (the “Advertisement Fees”) that the Advertisement Sites charge in connection with the rendering of the Services shall be borne solely by the Customer. In the event the Advertisement Fees are paid by VRP they will be charged to the Customer in accordance with subsection 4 of this Agreement.
2.3.6. Advertisement Site Accounts. Certain Advertisement Sites require the creation of accounts for each a master account for all Vacation Properties. In the case where the creation of account(s) is required, VRP will notify Customer and Customer will provide VRP with direct access to an email address on Customer's web domain in order to facilitate the publication of Customer's Vacation Property Information to the Advertisement Sites in question. If the Customer has an existing account with an Advertisement Site, the Customer will provide VRP appropriate access and credentials to access the account in order for VRP to provide the Service.
2.3.7. Final Publication: Once Customer's Vacation Property Information is submitted to Advertisement Sites for publishing, there may be no means to revert the publication of Customer's Vacation Property Information on the Advertisement Site. VRP IS NOT RESPONSIBLE FOR THE PUBLICATION OF ANY INCORRECT VACATION PROPERTY INFORMATION PROVIDED OR APPROVED, VERBALLY OR WRITTEN, BY Customer.
2.3.8. Distribution to Advertisement Sites: In order to provide the Vacation Rental Marketing Channel Management & Optimization Services. VRP may provide Customer's Vacation Property Information or Customer Content to third party providers or Advertisement Sites. Customer understands that the technical processing and transmission of the Vacation Rental Marketing Channel Management & Optimization Services, including all of Customer's Vacation Rental Property Information may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
2.3.9. Removal of Vacation Property Listing. VRP has the right, in its sole and absolute discretion, to remove Vacation Property Listings, in whole or in part, either temporarily or permanently, without notice, from their its internal property management system (the “Property Management System”), in the following circumstances:
(a) based on the content, in particular in the case of the harmful, inappropriate, offensive nature thereof and the accuracy of the information contained therein;
(b) Customer fails to fix or cause a security breach which could adversely affect any software or computer program VRP is using in connection with the provision of Services or its business;
(c) VRP has reason to believe that fraudulent or illegal activity is occurring with respect to your Vacation Property(ies) or Vacation Property Listings; or
(d). In the event the Customer fails to materially comply with this Agreement.
2.3.10. Customer Acknowledgment – Vacation Property Listing Removal. The Customer acknowledges that in the event a Vacation Property Listing is removed from the Property Management System in accordance with subsection 2.3.9 this may result in errors, omissions, losses, damages or inaccurate information as stated therein. The Customer agrees to release and hold VRP harmless from any loss, damage, cost or liability which may arise as a result thereof.
2.3.11. Potential Guest and Guest Communication. VRP will receive and attempt to communicate with Potential Guests to provide information about a Vacation Rental Property Listing and resolve questions. VRP will also attempt to communicate with Guests prior to, during and after their stay to assist Customer and Guests with a smooth booking process and stay. As reasonably necessary, VRP will assist Customer and Guests to communicate about unexpected events such as lockouts. VRP shall not be held responsible or liable for any losses or damages which the Customer may incur in connection with the Potential Guest and Guest Communication and it shall be the sole responsibility of the Customer.
2.3.12. Dispute Resolution. From time to time VRP may add itself on the Customer’s Advertisement Site account as a trusted contact to help resolve issues, as a guide to the Customer, where either Customer or the Guest is at fault. It is at VRP’s full discretion to decide participation in the event of a resolution on the Customer’s Advertisement Site account. VRP shall not be held responsible or liable for any losses or damages which the Customer may incur in connection with Dispute resolution and it shall be the sole responsibility of the Customer.
2.3.13. Remittance of Funds. It is not expected that VRP will collect or receive funds on behalf of Customer. If VRP receives any funds from Guests, to which a Customer is entitled under its agreement with a Guest, as soon as practicable after receipt, VRP will remit the funds to the Customer, minus any fees payable by Customer to VRP. VRP shall not be held responsible or liable for any losses or damages which the Customer may incur in connection with the billing and collection of the Additional Fees and it shall be the sole responsibility of the Customer.
2.3.14. Guest Selection. VRP will assist the Customer with screening and selecting Potential Guests. Customer acknowledges and agrees that the Customer is solely responsible for selecting Guests. If a Guest requests a booking of Customer’s Vacation Rental Property Listing and stays at Customer’s Vacation Property, any agreement that Customer enters into with a Guest is between Customer and the Guest. Customer acknowledges and agrees that VRP is not your agent and will not negotiate or execute agreements with Guests on behalf of the Customer. VRP will not be a party to any agreement between Customer and Guests. VRP shall not be held responsible or liable for any losses or damages which the Customer may incur in connection with the Guest Selection process, and it shall be the sole responsibility of the Customer.
2.3.15. Ownership of Customer's Data. Customer exclusively owns all rights, title and interest in and to all of Customer Content. Customer hereby grants to VRP a non-exclusive, worldwide, transferable, sub-licensable, revocable, perpetual royalty-free license to use, incorporate, reproduce, reformat, publicly display, publicly perform and electronically distribute Customer Content to provide the Service.
2.4. Ownership of VRP Analytics. VRP exclusively owns all rights, title and interest in and to all of VRP Analytics. VRP hereby grants to Customer a non-exclusive, worldwide, transferable, sub-licensable, revocable, perpetual royalty-free license to use, incorporate, reproduce, reformat, publicly display, publicly perform and electronically distribute VRP Analytics to conduct Customer's commercial business.
2.5. Customer Service and Technical Support: Customer will receive access to VRP’s standard email and phone support for the Service at no additional charge. Non-standard support is chargeable at two-hundred dollars ($200.00) per hour in the USD. Non-standard technical support may includes, but is not limited to, custom software integration within Customer’s own technology environment.
2.6. Best Effort Basis. Customer acknowledge that VRP provides the Services as-is and on a best efforts basis.
2.7. Future Functionality. Customer agree that Customer's purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by VRP regarding future functionality or features.
2.8. Services Management. In the event there exists any error, discrepancy, omission or other error (collectively the “Advertisement Error”) in connection with the Vacation Rental Property Listings VRP shall within a reasonable period of time correct the Advertisement Error. The Customer shall indemnify, defend and hold VRP, along with its employees and agents, harmless from and against any and all claims (including in contract, tort, negligence, equity and at law), losses (including lost sales, lost revenue, lost profit), liabilities, judgments, interest and settlements, including reasonable lawyer fees and expenses, arising out of, or relating to any Advertisement Error, caused by, or contributed to, in whole or in part, by the Customer.
2.9. Ratings & Reviews. VRP is not responsible for any reviews, ratings or comments posted on any third party website, including but not limited to those posted on Advertisement Sites, Local Data Network websites, and Social Media Network websites.
2.10. Refusal to Publish. VRP reserves the right, in its sole and absolute discretion, to refuse to publish Vacation Property Listings, Local Citation Listings, Social Media Posts, or parts thereof, for any reason whatsoever, including, but not limited to, in the case such content may contain or may be deemed to be offensive, harmful, graphic, inappropriate or a violation of any applicable laws or regulations, and the Customer agrees to release and hold VRP harmless from any loss, damage, cost or liability which may arise as a result thereof.
2.11. Appropriate Substitution. Certain Service features are dependent on the interoperability with third party’s API’s, data sources, software and websites. The Service depends on the continued availability of Local Data Network’ API’s, Advertisement Site APIs, data sources, software and websites. If any third party API, data source, software or website ceases to function, VRP may cease providing such Service features without entitling Customer to any refund, credit, or compensation other than a refund of any amounts paid for Service in the future that cannot be performed. VRP will make reasonable efforts to replace such Service features with an equivalent Service feature.
2.12. Customer Responsibilities. The Customer shall:
(a) use commercially reasonable efforts to assist and facilitate the provision of the Services, including the prompt provision of all accurate and complete information or description in connection with Customer’s vacation rental business and any of its Vacation Properties (the “Vacation Property Information”) and provide any assistance that VRP may require. Customer shall promptly notify VRP of any modification or change to the Vacation Property Information;
(b) maintain commercially reasonable business practices in connection with the rendering of the Services which shall include, but not be limited to:
i) fulfilling all bookings of a Vacation Property;
ii) abide by the terms and conditions of any Rental Agreement;
iii) ensure that the Vacation Property meets minimum quality standards with regards to cleanliness, sanitation and safety;
iv) making itself, or a third party manager, available to resolve any issues which a Guest may have with the Vacation Property;
v) ensuring calendar reservations are accurate and up to date, or in the event this information is provided to VRP it shall be accurate and up to date, so as to allow Guests to have an accurate and clear understanding of which dates may be available for the rental of a Vacation Property;
vi) comply with any applicable national, state, provincial, municipal or local laws, statutes, and regulations in regards to the leasing of the Vacation Property to a Guest including, but not limited to, any licences or permits required to operate a Vacation Property in the legal jurisdiction within which it is located;
vii) comply with any national, state, provincial, municipal or local laws, statutes, and regulations in connection with the safety, cleanliness, sanitation, state of repair and structural integrity of the Vacation Property;
viii) do not offer a Vacation Property to Guests that contains a Travel Issue;
ix) abide by the terms and conditions of any Rental Agreement between the Customer and Guest;
x) ensuring that Customer login information, email addresses and passwords for the Advertisement Sites are confidential and stored in a safe location; and
xi) comply with any requests by VRP to take reasonable action to maintain the security, integrity and accuracy of the Vacation Property Listings, Local Citation Listings, and Social Media Network.
3.1. The Term. The term of this Agreement shall be on a year-to-year basis commencing on the Effective Date and continuing until such time as this Agreement is terminated in accordance with the provisions hereof.
3.2. Renewal. This agreement will automatically renew for successive one-year terms until such time as this Agreement is terminated in accordance with the provisions hereof. This automatic renewal allows the Services to remain uninterrupted.
3.3. 30-Day Trial. Customer may terminate this Agreement immediately without cause by giving VRP written notice of termination within a time period of no more than thirty (30) days commencing on the Effective date (the “30-Day Trial”). In the event of any termination by the Customer, within this 30-day trial period and under subsection 17.3 of this Agreement, the Customer shall not be liable to pay to VRP any Fees or any Additional Costs or Taxes up to and including the effective date of termination. However, if Customer fails to provide VRP a written notice of termination within the 30-Day Trial period described herein, this Agreement shall remain in full affect for the remaining ten (10) months of its first full year term, and will automatically renew for successive one-year terms until such time as this Agreement is terminated in accordance with the provisions hereof, deeming Customer liable to pay to VRP all Fees (as such term is defined herein) and Additional Costs and Taxes (as such term is defined herein) in accordance with the terms and conditions of this Agreement.
4. SERVICE FEES
4.1. Plans. In consideration of VRP providing the Services the Customer has two (2) plans to choose from: the COMPLETE Plan and the PREMIUM Plan. The Fees for the Plan (collectively the “Fees”) are as follows:
COMPLETE Plan: Customer shall pay VRP a Booking Fee of six percent (6%) of the total Rental Fee of each Confirmed Booking (the “Booking Fee”).
PREMIUM Plan: Customer shall pay VRP a Booking Fee of seven percent (9%) of the total Rental Fee of each Confirmed Booking (the “Booking Fee”).
4.2. Fees. In consideration of VRP providing the Services the Customer shall:
(a) pay all Fees, as such term is described above) in United States Dollars (USD);
(b) reimburse VRP for any costs and expenses incurred by VRP that are not included as part of the Fees and that are pre-approved by the Customer; and
(c) pay to VRP such other applicable sales taxes, levies, tariffs, duties, fees, costs or charges as are required to be paid under this Agreement.
4.3. Adjustment to Fees. The Parties may agree subsequent to the execution of this Agreement to an adjustment in the Fees. In such case an new amendment shall be signed by the Parties to evidence their agreement to the adjustment in Fees.
4.4. Pre-Authorized Payment of Fees
(a) The Customer agrees that it shall pay for the Fees, and any other costs, expenses, charges, levies, tariffs, duties or taxes as described in subsection 4.1 of this Agreement (collectively the “Additional Costs and Taxes”), in the form of pre-authorized payments on its credit card, or pre-authorized debits to its bank account and agrees to provide its credit card, or banking information to VRP at the time this Agreement is executed by the Parties;
(b) The Customer hereby authorizes VRP to deduct the Fees and Additional Costs and Taxes from the Customer’s bank account, or credit card;
(c) The Customer acknowledges and agrees to the pre-authorized debit or credit agreement (attached hereto as Schedule “A”), to give effect to the payment of the Fees and Additional Costs and Taxes by credit card or automatic debits to its bank account as VRP requires;
(d) The Customer shall provide VRP with the necessary banking and credit card information to pre-authorize the payment of the Fees and Additional Costs and Taxes and agrees to inform VRP within ten (10) days in the event of any changes to its billing information; and
(e) The Customer will ensure that sufficient funds or credit are available in its bank account, or credit card, as applicable, to cover the Fees and Additional Costs and Taxes deducted therefrom. The Customer acknowledges that in the event of a declined payment due to insufficient funds this may result in VRP incurring bank or credit charges and such bank charges, fees or expenses will then be automatically charged to the Customer’s credit card, or bank account, as applicable, at a later date, or shall at VRP’s discretion be reimbursed to VRP within ten (10) days of incurring such charge, fee or expense.
4.5.1. Billing Cycle: VRP shall bill the Customer (“Billing”, for the Fees and Additional Costs and Taxes, within thirty (30) days from the last day of the preceding month following the rendering of Services to the Customer;
4.5.2. VRP shall provide an invoice setting out in reasonable detail the Fees and Additional Costs and Taxes incurred during the preceding month, and such other fees or charges which may be required to be paid under this Agreement in respect of the preceding month.
4.5.3. Disputes: Customer will notify VRP in writing in the event Customer disputes any portion of any Fees or Additional Costs and Taxes paid or payable by Customer under this Agreement. Customer will use reasonable efforts to provide such notice to VRP within seven (7) days of the applicable charge and the parties will work together to resolve the applicable dispute promptly. Upon expiration of the 7-day period described in this section, Customer will not be entitled to dispute any fees paid or payable by Customer.
4.6. Processing Fees. The Customer’s payment company (for example, Customer’s credit or bank card issuer) will use a currency conversion rate for and may impose a currency conversion fee on your payment, if Customer’s card or bank account is denominated in a currency that is different from the Fee currency. Similarly, third-party payment processors may also use a currency conversion rate for or impose a currency conversion fee on your payment. All of these currency conversion rates and fees are not controlled by or known to VRP.
4.7. Taxes. (a) The Fees are exclusive of all taxes, and the Customer agrees to pay any and all taxes, duties, tariffs or levies on the Services rendered under this Agreement which shall be billed to the Customer as per subsection 4.4 of this Agreement. (b) The Customer agrees that it shall be solely responsible for determining its applicable value added taxes, goods and services taxes or other municipal, provincial, state and federal indirect or other withholding and personal or corporate income taxes (the “Customer Taxes”) and reporting requirements in consultation with Customer’s tax advisors which it may be required to charge to Guests, the Advertisement Sites or any other third party in connection with the rendering of the Services. VRP cannot and does not offer tax-related advice. The Customer is solely responsible for determining Customer Taxes applicable with regards to any Confirmed Booking save and except for sales taxes charged to the Customer for the Services. Any Customer Taxes to be billed and collected from Guests shall be the sole responsibility of the Customer save and except if the Parties have agreed that VRP shall assist Customer with respect to inputting information related to the Customer Taxes in the Vacation Property Listings.
4.8. Customer Fees. Any additional fees, or charges, including but not limited to cleaning fees, management fees, security deposits, key deposits, which the Customer wishes to charge to Guests (the “Additional Fees”) may be included in the Vacation Property Listings in the event this arrangement is agreed to between the Parties and forms part of the Services. VRP shall not be held responsible or liable for any losses or damages which the Customer may incur in connection with the billing and collect of the Additional Fees. It shall be the sole responsibility of the Customer and VRP shall not act as the Customer’s agent with regards to the billing and collection of Additional Fees from Guests, or the Advertisement Sites. Except in such cases where the Parties have agreed that VRP shall assist Customer with respect to inputting information related to the Additional Fees in the Vacation Property Listings.
5. OVERDUE FEES
5.1. Arrears. In the event the Fees, or other costs, expenses, charges, taxes or any other sum owing to VRP as contemplated in this Agreement remain unpaid (the “Arrears”) for a period of thirty (30) days or more VRP shall be entitled, in its sole and absolute discretion, to charge Customer interest rate of one percent (1%) per month, without limiting VRP’s other rights and remedies. In the event such Arrears remain outstanding for a period of sixty (60) days or more, VRP shall be entitled to terminate this Agreement for cause in accordance with subsection 17 of this Agreement.
5.2. Suspension of Services for Non-Payment. In the event the Fees, or other costs, expenses, charges, taxes or any other sum owing to VRP as contemplated in this Agreement remain unpaid (the “Arrears”) for a period of sixty (60) days or more VRP shall be entitled to and may, in its sole and absolute discretion, suspend Services to Customer without limiting VRP’s other rights and remedies, until it receives full payment, including any applicable interest, from the Customer for the Arrears. The suspension of Services may include, but are not limited to, the following actions: (a) the removal any Vacation Property Listings from the Advertisement Sites and suspension of all active services included within the Vacation Rental Marketing Channel Management & Optimization Services; (b) the deletion of Customer Location Data and VRP Analytics with the suspension of all services included within the Local Search Marketing & Review Monitoring Services; (c)the deletion of all content Social Media Posts added by VRP to Customer Social Media Pages and the suspension of all services related to the Social Media Marketing & Management Services. In the event of repeated suspensions for non-payment, VRP reserves the right to terminate the Service without prior notice and this Agreement for cause in accordance with subsection 17 of this Agreement.
5.3. Suspension of Services for refusal to provide Customer Content. In the event the Customer refuses to or has failed to provide VRP with the required Customer Content as contemplated in this Agreement for a period of ten (10) days or more VRP shall be entitled to and may, in its sole and absolute discretion, suspend Services to Customer without limiting VRP’s other rights and remedies, until VRP receives Customer Content. The suspension of Services may include, but are not limited to, the following actions: (a) the removal any Vacation Property Listings from the Advertisement Sites and suspension of all active services included within the Vacation Rental Marketing Channel Management & Optimization Services; (b) the deletion of Customer Location Data and VRP Analytics with the suspension of all services included within the Local Search Marketing & Review Monitoring Services; (c)the deletion of all content Social Media Posts added by VRP to Customer Social Media Pages and the suspension of all services related to the Social Media Marketing & Management Services. In the event that the Customer fails to provide VRP with the required Customer Content for a period of fifteen (15) days, or in the event of repeated suspensions for the refusal to provide Customer Content by Customer, VRP reserves the right to terminate the Service without prior notice and this Agreement for cause in accordance with subsection 17 of this Agreement.
6. RENTAL FEE
6.1. The Customer shall have the responsibility to collect, or arrange for the collection of the Rental Fee from Guests or the Advertisement Sites. VRP will not have any responsibility or liability with respect to the billing or collection of the Rental Fee from Guests, or the Advertisement Sites. In the event the Customer suffers any losses or damages as a result of being unable to collect or charge a Rental Fee, in whole or in part, from a Guest VRP shall not be held liable in that regard.
6.2. The Customer acknowledges that it will be its sole responsibility to make arrangements with the Advertisement Sites with regards to the charging and collecting of the Rental Fee and the Additional Fees. Customer is aware that Advertisement Sites may charge a fee in the event of any Confirmed Booking and it is the sole responsibility of the Customer to inform itself in that regard. VRP will not be held liable or responsible in any manner whatsoever with respect to any fee charged to the Customer by the Advertisement Sites in the event of a Confirmed Booking.
7. DAMAGES TO VACATION PROPERTY
7.1. VRP acts for the Customer in a limited capacity as its marketing agency insofar as the rental and marketing of any Vacation Property is concerned. VRP is not a party to any Rental Agreement between the Customer and Guest and is not responsible for ensuring that a Guest make any payments to Customer including the Rental Fee and Additional Fees. In addition, VRP makes no warranty or representation to the Customer with regards to the Guests who may occupy a Vacation Property and as such VRP shall not be held liable in any manner whatsoever for any damages, omissions or losses occasioned by a Guest to the Vacation Property. Any dispute that may arise with respect to damages, omissions or losses to a Vacation Property, or any other dispute whatsoever, including the payment of the Rental Fee, Additional Fees, or damages caused to the Vacation Property, shall be dealt with between the Guest and the Customer and VRP will not be held responsible or liable in any manner by the Customer, or Guest.
8. RENTAL AGREEMENT
8.1. The Customer hereby acknowledges and agrees insofar as a Rental Agreement is concerned that:
(a) It is fully responsible for reviewing and complying with the terms and conditions of the Rental Agreement;
(b) any Rental Agreement used by the Customer, whether it is a sample agreement or one which is provided by the Guest or Customer is used solely at the Customer’s own risk and expense;
(c) nothing contained in any Rental Agreement, or any sample rental agreement is a substitute for the advice of a lawyer;
(d) any Rental Agreement for the Vacation Property is strictly between the Guest and Customer, and the Customer shall not hold VRP responsible or liable for any act, loss, damage or omission relating to the rental transaction or Rental Agreement;
(e) the Customer acknowledges having been advised by VRP to obtain local legal counsel to prepare, review and revise as necessary any Rental Agreement to ensure compliance with federal, state, provincial, municipal and local laws and regulations, and to revise the Rental Agreement as necessary to accurately represent the Vacation Property and the applicable circumstances surrounding the rental transaction; and
(f) the Customer agrees and acknowledges that VRP is acting on the Customer’s behalf solely as its marketing agent for the limited purpose of advertising and marketing the Vacation Property.
9.CANCELLATION OF CONFIRMED BOOKING
9.1. Cancellations by Guest. A cancellation of a Confirmed Booking will not entitle the Customer to a refund of the Fees save and except in the event where a Guest cancels a Confirmed Booking and the Customer provides adequate proof, VRP to determine whether proof is adequate in its sole and absolute discretion, to VRP to demonstrate that the Advertisement Sites have refunded the Guest the Rental Fee in its entirety.
9.2. Cancellations by Customer. In the event the Customer cancels a Confirmed Booking without cause the Fees shall not be reimbursed to the Customer. Should the Customer cancel a Confirmed Booking for cause (for the purposes of this paragraph a cancellation by the Customer with cause shall mean any valid reason as determined in VRP’s sole and absolute discretion, acting reasonably) the Booking Fee shall be reimbursed to the Customer. The Customer shall not be entitled to receive a reimbursement of the Fees. Under the circumstance that the Customer cancels a confirmed booking, the Customer is solely responsible for arranging for suitable alternative accommodations during the Booking Period (which will, if possible, be of comparable quality and character and may be a 4 star hotel within 2 miles of the location of the booked vacation rental property). Any cancellation of a Confirmed Booking by Customer maybe be subject to booking cancellation fees enforced by the third party Advertisement Sites. All booking cancellation fees enforced by third party Advertisement Sites are the sole responsibility of Customer, and in the event that VRP is charged for booking cancellation fees by a third party Advertisement Site for the cancellation of a Confirmed Booking by Customer, Customer agrees to pay and refund VRP the entirety amount of the booking cancellation fee. VRP shall have no responsibility or liability as a result of a cancellation of a Confirmed Booking by Customer. VRP shall not be held responsible or liable for any losses or damages which the Customer may incur in connection with any booking cancellation fees enforced by third party Advertisement Sites for the cancellation of a Confirmed Booking by the Customer and it shall be the sole responsibility of the Customer.
9.3. The reimbursement of Fees shall be applied to the Customer’s invoice in the month following when the Customer became entitled to such reimbursement. The reimbursement shall constitute a credit on the Customer’s account with VRP. Should the Customer be eligible to receive a reimbursement during the final month of the Term, or any Renewal Term, VRP shall pay the reimbursement to the Customer in the form of a cheque within thirty (30) days of reimbursement eligibility.
9.4. Advertisement Sites Fees or Penalties. The Customer acknowledges that in the event it cancels a Confirmed Booking it may be subject to a penalty, fee or cost consequence imposed by the Advertisement Sites (the “Advertisement Sites Penalties”). The Customer shall be solely responsible for the payment of any Advertisement Sites Penalties and agrees that VRP will not be held responsible for same. In the event that VRP pays any Advertisement Sites Penalties on behalf of the Customer it shall reimburse VRP within twenty (20) days of incurring the said penalties. It is recommended that the Customer contact the Advertisements Sites in advance of cancelling any Confirmed Booking to determine whether any Advertisements Sites Penalties may be applicable in the circumstances.
10. CUSTOMER CONTENT
10.1. Right to use Customer Content. The Customer hereby grants a nonexclusive, royalty-free, perpetual, transferable, irrevocable right to use, reproduce, modify, edit, adapt, translate, distribute, publish, create derivative works from and publicly display the Customer Content, in whole or in part, throughout the world on any of the Advertisement Sites.
10.2. Customer Business or Trade Name. The Customer hereby agrees and acknowledges that it shall provide VRP with the right to use any business or trade name that the Customer may submit in connection with the rendering of Services contemplated by this Agreement.
10.3. Customer Login Information and Passwords. The Customer agrees to provide VRP with any login information, including email addresses, and passwords in connection with the Advertisement Sites.
10.4. Right to Copyright and Protect Customer Content. The Customer hereby grants VRP the ability to copyright and protect the images and other content available on the Vacation Property Listings from the unauthorized use by unaffiliated third parties who may attempt to use such information and Customer agrees to grant VRP the right to pursue at law any person or entity that violates your or VRP’s rights in the content displayed in the Vacation Property Listings. This shall not serve as a requirement, or obligation on the part of VRP to pursue at law any person or entity that has violated VRP or the Customer’s rights as contemplated in this Agreement.
10.5. Copyright and Intellectual Property Laws. VRP is not responsible for any infringement or violation of any copyright, intellectual property, or other laws resulting from the Customer Content or the publication thereof in connection with the rendering of the Services. The Customer shall indemnify, defend and hold VRP harmless against any and all claims (including in contract, tort, negligence, equity and at law), losses (including lost sales, lost revenue, lost profit), liabilities, judgments, interest and settlements, including reasonable lawyer fees and expenses, arising out of, or relating to the use of the Customer Content and the publication thereof insofar as the rendering of Services are concerned. Customer hereby waives and releases all rights to any claim against VRP for any alleged or actual infringement of any proprietary rights, rights of privacy and publicity, moral rights and rights of attribution in connection with the Customer Content and the Vacation Property Listings.
10.6. Customer Content – Non-Confidential. The Customer agrees that the Customer Content will be considered non-confidential and VRP, its affiliates, and licensees will be under no obligation to treat such content as proprietary information. Without limiting the foregoing, VRP, its affiliates, and licensees reserve the right to use the Customer Content as they deem appropriate, including, without limitation, deleting, editing, modifying, rejecting, or refusing to post it on the Advertisement Sites. VRP, its affiliates, and licensees are under no obligation to offer the Customer any payment for Customer Content submitted or the opportunity to edit, delete or otherwise modify the Customer Content once it has been submitted to VRP. VRP, its affiliates, and licensees shall have no duty to attribute authorship of Customer Content to the Customer, and shall not be obligated to enforce any form of attribution of the Customer Content to third parties.
11. OWNERSHIP OF CUSTOMER CONTENT
11.1. Ownership of Customer Content. The Customer Content is and shall remain the sole and exclusive property of the Customer.
11.2. Ownership of Customer's Location Data. Customer exclusively own all rights, title and interest in and to all of Customer's Location Data. Customer hereby grant to VRP a non-exclusive, worldwide, transferable, sub-licensable, revocable, perpetual royalty-free license to use, incorporate, reproduce, reformat, publicly display, publicly perform and electronically distribute Customer's Location Data to provide the Service.
11.3. Use of Customer Content. VRP shall use commercially reasonable efforts to safeguard against the destruction, loss, disclosure or misuse of the Customer Content in its possession or under its management. The Customer agrees that it is solely responsible for determining that the security measures specified in this Agreement constitute appropriate measures to protect Customer Content as necessary with respect to the operation of its business and as required by applicable laws. The Customer shall be permitted access to the Vacation Property Listings at all times, which access shall not be unavailable or restricted except where such limitations on access occur as a result of restrictions in access by the Advertisement Sites on which the Vacation Property Listings are advertised, or for any other reason as contemplated in this Agreement.
11.4. No Liability. VRP will not be responsible or liable for the security or integrity of any Customer Content during transmission via public telecommunications facilities (including the Internet) or services.
12.1. Definition of Confidential Information. Except as otherwise expressly provided herein, each party agrees not to disclose confidential information of the other party without their prior written consent (“Confidential Information”). Confidential Information shall mean any confidential, proprietary or trade secret information relating to the Service or information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the Term, including, but not limited to, business, financial or technical information that is not (a) disclosed in public materials or otherwise in the public domain through no fault of the Receiving Party; (b) lawfully obtained by the Receiving Party from a third party without any obligation of confidentiality; (c) lawfully known to the Receiving Party prior to disclosure by the Disclosing Party; (d) independently developed by the Receiving Party; or (e) required or reasonably advised to be disclosed by law, as long as the Receiving Party affords the Disclosing Party a reasonable opportunity to seek protective legal treatment of the Confidential Information and reimburses the Disclosing Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
12.2. Compelled Disclosure. Without limiting the above, VRP shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Confidential Information. We shall not modify or disclose Your Confidential Information except as compelled by law or as expressly permitted in writing by You, nor shall we access Your Confidential Information, except to provide the Service or prevent and/or address Service technical problems, or at Your request in connection with customer support matters.
14. REPRESENTATION AND WARRANTIES
14.1. Work Standards. VRP represents and warrants to the Customer that all Services shall be performed in a professional manner and in accordance with applicable laws and the Customer warrants that it shall comply with all applicable laws in the performance of its obligations under this Agreement.
14.2. Customer Representations and Warranties. The Customer hereby represents and warrants to VRP the following:
(a) That it is the lawful owner of the Vacation Property, or has the legal right to rent the Vacation Property to Guests on behalf of the owner; and
(b) It is the owner of any accounts along with login information and passwords in connection therewith created on the Advertisement Sites by the Customer prior to the rendering of Services as contemplated herein.
14.3. Authorization and Enforceability. Each party represents and warrants to the other party that (applicable for the Customer only in the event the Customer is a corporation):
(a) it has all requisite corporate power and authority, approvals and consents (including any necessary third party consents) to enter into this Agreement and that are necessary to carry out the transactions contemplated herein, to perform its obligations hereunder and to grant to the other party the rights and licenses granted herein;
(b) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all requisite corporate action on the part of such party; and
(c) this Agreement has been duly executed and delivered by such party and is a valid and binding obligation of such party, enforceable against it in accordance with its terms.
14.4. Exclusions. The Customer acknowledges and agrees that the warranties, representations and covenants expressly contained in this Agreement are the only warranties, representations and covenants provided by VRP concerning the Services, and there are no other representations, covenants, warranties or conditions, express or implied, including implied warranties or conditions of merchantable quality or fitness for a particular purpose, warranties of non-infringement or that the provision of the Services will be uninterrupted or error-free, will meet the Customer’s requirements and those arising by statute or otherwise in law or from a course of dealing or usage of trade, all of which are expressly denied and disclaimed. The Customer confirms that it has not relied on any representation, warranty, condition or promise made by VRP which has not been expressly stated in this Agreement.
15. LIMITATION OF LIABILITY
15.1. Limitation. Notwithstanding any other provision of this Agreement, VRP’s total, cumulative, and aggregate liability to the Customer: (a) arising under this Agreement; (b) for any and all breaches by VRP of this Agreement (including fundamental breach); (c) for any termination by VRP of this Agreement; and/or (d) for any other act, omission, or event related in any way to this Agreement; shall not exceed the total amount of Fees received by VRP from the Customer pursuant to this Agreement during the immediately preceding ninety (90) day period, whether VRP’s liability is based in contract, tort, negligence, equity, at law, and/or upon any other theory of liability, howsoever arising.
15.2. Special or Consequential Damages. In no event shall VRP be liable to the Customer for any indirect, incidental, exemplary, special or consequential damages of any kind or nature whatsoever (including with respect to loss of data or Customer Content, loss of revenue or profits, loss of goodwill, business interruption, the inability to make use of the Services (as may be the case in the event any third party property management system to which VRP relies on to render the Services is temporarily out of service or unavailable) or failure to recognize expected savings), whether VRP’s liability is based in contract, tort, negligence, equity, at law, and/or upon any other theory of liability, howsoever arising, even if such damages are foreseeable or VRP has been advised of the possibility of such damages.
16.1. Indemnification by Customer. The Customer shall hold harmless, indemnify and defend VRP and any of its employees, affiliates, agents, volunteers and contractors from and against any and all claims (including in contract, tort, negligence, equity and at law), losses (including lost sales, lost revenue, lost profit), liabilities, judgments, interest and settlements, including reasonable lawyer fees and expenses, arising out of, or relating to:
(a) the failure to observe or perform any duties or obligations to be observed or performed prior to the Effective Date, or from a cause of action which occurred prior to the Effective Date, by the Customer under any contracts with the Advertisement Sites, Guests or any other third party;
(b) it fails to observe any of its obligations, representations and warranties as set out in this Agreement which results in losses or damages to a third party;
(c) it holds itself out to be the owner of a Vacation Property, or capable of renting a Vacation Property to Guests on behalf of the owner of a Vacation Property and this results in losses or damages to the bona fide owner of the Vacation Property;
(d) in any case where the Customer misrepresents, misleads, or provides false information to VRP in any manner whatsoever in regards to a Vacation Property, a Vacation Property Listing, the Customer Content, a Confirmed Booking, the Services, Rental Fee, Rental Agreement along with any account, login information and password related to the Advertisement Sites which results in damages or losses to a third party;
(e) damages or losses caused to the Vacation Property by any third party or Guest;
(f) personal injury (including death) or property loss or damage resulting from the Customer's (or its agents) acts or omissions; and
(g) a third party concerning VRP’s use of the Customer Content in connection with the rendering of the Services.
16.2. Indemnification Procedures. If any third party claim is commenced against VRP and it is entitled to indemnification under subsection 16.1 with respect to which VRP intends to seek indemnification under subsection 16.1, VRP shall give prompt notice of such claim to the Customer including a brief description of the amount and basis therefore, if known. Each party shall co-operate fully with the other party in its defense against any such claim. The indemnity obligations of the Customer under subsection 16.1 shall be conditional on notice of the claim having been provided and the Customer having had the opportunity to consult with VRP in respect of the claim. In the event VRP is seeking indemnification hereunder in respect of a claim VRP shall not settle such claim without the prior approval of the Customer.
17.1 Termination without Cause. Either party may terminate this Agreement without cause by giving the other party written notice of termination at least thirty (30) days prior to the effective date of termination specified in such termination notice.
17.2. In the event of any termination by the Customer under subsection 17.1 of this Agreement the Customer shall be liable to pay to VRP all Fees, un-billed Booking Fees, and any Additional Costs and Taxes up to and including the effective date of termination no later than thirty (30) days following notice of termination of this Agreement.
17.3. Termination within the 30-day trial period. Either party may terminate this Agreement without cause by giving the other party written notice of termination within a time period of no more than thirty (30) days commencing on the Effective date.
17.4. In the event of any termination by the Customer under subsection 17.3 of this Agreement the Customer shall not be liable to pay to VRP any Fees or any Additional Costs or Taxes up to and including the effective date of termination.
17.5. Termination for Cause. Either party may terminate this Agreement:
(a) Immediately at any time during the Term with written notice to the other party in the event that the other party has violated any applicable laws or regulations related to the provision of Services, has become bankrupt, has ceased to carry on business and has provided adequate proof, with VRP to determine whether proof is adequate in its sole and absolute discretion, to VRP to demonstrate that Customer has ceased to carry on business entirely, made an assignment for the benefit of its creditors, filed a petition for bankruptcy, or if a trustee or receiver has been appointed for all or for a substantial portion of the assets of the defaulting party; or
(b) Immediately if the Vacation Property is subject to any writ, seizure, levy, action for possession, judgment enforcement proceedings, or sale for the benefit of the Customer’s creditors; or
(c) Immediately if the other party is in material breach or default of this Agreement and fails to remedy such material breach or default within ten (10) days of written notice of such material breach or default from the non-defaulting party.
(d) In the event of any termination for cause by either party the Customer shall immediately pay to VRP any and all Fees and the Additional Costs and Taxes up to and including the effective date of termination.
17.5. Termination of Services. The Services shall cease and the Parties obligations as stipulated herein shall end on the 60th day following notice of termination in the case this Agreement is terminated without cause under subsection 17.1 of this Agreement and immediately in the event of termination of this Agreement for cause under subsection 17.5 of this Agreement. In either case, no refunds or credits for Fees paid to VRP will be provided to Customer for Services upon the Termination of Services.
17.4 Deletion of VRP Analytics. Following the termination or cancellation of the Service, VRP reserves the right to delete Customer's VRP Analytics in the normal course of operation, once deleted, neither can be recovered. It is Customer’s sole responsibility to export or download VRP Analytics prior to cancellation of Services.
17.5 Vacation Rental Site Accounts Access after Cancellation. Upon payment of any outstanding Fees or charges following cancellation, VRP will relinquish and/or return Vacation Rental Site accounts to Customer if: (i) Customer submits a written request; and (ii) it is permissible by Vacation Rental Site entity.
18.1. The Customer undertakes that it will not during the term of this Agreement and for a period of twelve (12) months following the termination of this Agreement, directly or indirectly, induce or procure or attempt to induce or procure any person who is or was, during the twenty-four (24) month period prior to the termination of this Agreement, an employee or consultant for VRP, and with whom the Customer had contact, to leave their employment or service with VRP (or its affiliates, if applicable), notwithstanding whether such person would commit any breach of their employment or appointment by reason of leaving the service of VRP (or its affiliates). Such is done to protect the legitimate interests of VRP.
19. GENERAL PROVISIONS
19.1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties. VRP may amend or modify this Agreement from time to time, in which case the new Agreement will supersede prior versions. VRP will notify Customer in writing via e-mail, or facsimile, or registered letter, not less than 30 days prior to the effective date of any such amendment or modification and will inform Customer about the intended amendments or modifications (the "Notice of Amendment or Modification"). If Customer does not object to the amendment or modification in writing within 30 days from the Notice of Amendment or Modification, such non-objection will constitute Customer's acknowledgment and consent to any such amendment or modification. VRP will inform the Customer about its right to object and the consequences of non-objection with the Notice of Amendment or Modification. There are not and shall not be any verbal statements, representations, warranties, undertaking or agreements between the Parties hereto. All prior agreements between the Parties affecting the matters dealt with herein are excluded from this Agreement and are of no force and effect.
19.2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the province of Ontario, Canada.
19.3. Dispute Resolution. Any dispute arising out of this Agreement or any matter related hereto which cannot be resolved between the Parties themselves shall be referred to arbitration. The place of the arbitration shall be the City of Ottawa, Ontario, Canada and the hearing shall be held before one arbitrator. VRP will provide a list of three (3) arbitrators to the Customer and within thirty (30) days thereof the Customer shall notify VRP of its choice of arbitrator. In the event the Customer fails to notify VRP of its choice of arbitrator within thirty (30) days VRP shall choose the arbitrator which choice shall be final and binding on the Customer. The costs of the arbitrator shall be shared equally by the Parties and the language of the arbitration shall be in English. In the event the Parties agree an oral hearing need not be held. There shall be no appeal from the decision of the arbitrator on questions of fact, law, or mixed fact and law. The arbitrator’s decision shall be final and binding on the Parties.
19.4. Invalidity. If any of the provisions contained in this Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not be in any way affected or impaired hereby. For greater certainty, the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein. Alternatively any invalid provisions may be severable.
19.5. Excessive obligations. If an obligation is found to be excessive or too onerous, instead of and in preference to annulling the obligation, a Court of competent jurisdiction, or arbitrator, can be requested and mandated to reduce the obligation(s) to the maximum legally allowable, so that the purposes of this Agreement are not frustrated.
19.6. Notices. Any notice to be made by either Party to the other must be in writing and shall be sufficiently made if sent by registered mail, facsimile or email to the Party to be served at the address and to the persons outline herein, or to such other address as either party may from time to time specify in writing to the other:
If to Customer:
The name, address, email, phone number, and fax number provided to VRP by the Customer, by completing and submitting the agreement form on VRP’s website in accordance with your acknowledgement and agreement to all of the terms outlined and set within this Agreement.
If to VRP:
Vacationrentalpartners.co c/o General Manager
100 Gloucester Street, #343, Ottawa, Ontario, Canada K2P 0A4
Any such notice shall be deemed to have been received and effective, if by registered mail, at the time of arrival thereof at the address of the other Party and no later than one (1) business day immediately following the receipt a facsimile or email.
19.7. Benefit and Binding Nature of the Agreement. This Agreement shall ensure to the benefit of and be binding upon the Parties and their respective legal representatives, heirs, executors, administrators, permitted assigns and successors. For the sake of clarity, successors shall include, but not be limited to any individual, corporation, partnership, association or other entity or organization that is amalgamated with or acquires VRP or the Customer’s business. VRP has the authority to enter into this Agreement and bind the corporation legally described as Tremblant Property Management CC Inc. (the "Corporation"). VRP acknowledges and confirms that it is one and the same as the Corporation and the Corporation has chosen to enter into this Agreement under its trade name vacationrentalpartners.co.
19.8. VRP Employees. VRP acknowledges that it along with its employees and agents will have access to the Customer’s accounts and certain financial information (such as but not limited to, PayPal accounts) within those accounts in connection with the Advertisement Sites. VRP agrees that in the event it has evidence demonstrating that any of its employees or agents have misappropriated any monies owing to the Customer, or monies in Customer’s account or PayPal account associated with the Advertisement Sites it shall assist Customer with recuperating misappropriated monies from its employees or agents.
19.9. Assignment. VRP shall have the right to assign, in whole or in part, its right, title and interest in this Agreement. The Customer shall only be permitted to assign its right, title and interest in this Agreement provided it obtains the prior written consent of VRP.
19.10. Electronic Signature. The Parties hereby agree that this Agreement may be executed by an electronic signature or electronic button click to acknowledge and agree to the terms herein, which either shall constitute a valid and binding agreement on the part of the party choosing to execute the Agreement in such manner.
19.11. Customer Acknowledgment. The Customer acknowledges and agrees that it has been given the opportunity to review this Agreement, negotiate its terms and seek independent legal advice with respect to the execution of this Agreement.
19.12. The Parties hereby acknowledge that it is their express desire that this Agreement be prepared in the English language; les parties reconnaissent qu'il est de leur volonté expresse que la présente convention soit rédigée en langue anglaise.
Schedule A: Pre-authorized Debit Agreement
You hereby agree to grant VacationRentalPartners.co (“VRP”) the authority to debit your credit card, debit card, or bank account for the purpose of allowing VRP to charge such card for amounts owing by you (the “Customer”) pursuant to this pre-authorized debit or credit card charge agreement (the “DBA Agreement”).
NOW, THEREFORE, the Customer hereby agrees and/or authorizes VRP as follows:
1. The Customer agrees and understands that this agreement will remain in effect until such time as that certain Services Agreement dated according to the Effective Date entered into between the parties (the “Services Agreement”) hereto is terminated as per the provisions thereof.
2. This DBA Agreement is subject to the provisions of the Services Agreement and forms a part thereof. In the event of conflict the terms of the Services Agreement shall prevail.
3. The Customer agrees to notify VRP of any changes to its credit card, debit card (collectively the “Card”) and/or bank account, as well as contact information within ten (10) days of such changes.
4. The Customer shall provide its bank account information and/or credit card information and/or debit card information to VRP in the course of paying for the services, as contemplated in the Services Agreement, before the receipt of its first invoice from VRP.
5. The Customer agrees to ensure sufficient funds to cover pre-authorized payments as they come due and understands that a declined payment may result in:
a) further transaction attempt(s) within the next three (3) business days; and/or
b) service charges of at least $25 USD dollars (chargeable to the Customer); and/or
c) interruption or cancellation of the services provided by VRP as contemplated under the Services Agreement.
6. Customer certifies that it is the authorized user of the credit card or debit card, or signing officer for the bank account, stipulated herein and that it will not dispute the payments processed under this Agreement provided the transactions correspond to the terms and conditions as outlined in this Agreement and the Services Agreement.
7. Customer acknowledges and agrees that the amount charged to its credit card, debit card, or bank account may increase from time to time as a function of the services rendered to the Customer as stipulated in the Services Agreement. Customer hereby authorizes VRP to draw on the credit card, debit card, or bank account for the purposes of paying VRP for any amounts owing to it pursuant to the Services Agreement.
8. Customer hereby authorizes the collection and communication by VRP of the personal information and credit information stipulated in this Agreement. VRP may be required to provide this information to its financial institution for the purposes of giving effect to this Agreement and Customer authorizes VRP in that regard.