BookingPal General Terms and Conditions
Version 2.0, September 2015
These general terms and conditions (“General Terms”) apply to any access to and use by a property manager, owner, distributor or
aggregator of vacation rental properties (“you” or “Supplier”) of BookingPal, Inc.’s (“BookingPal,” “ we” or “us) proprietary technology platform through which we display and offer certain vacation rental properties for
booking, as well as provide onward distribution, payment processing and related services as described in this document (our “Services”)
(the General Terms and all terms and conditions incorporated by reference herein, together, the “Agreement”).
PLEASE READ THESE TERMS CAREFULLY BEFORE CLICKING “I ACCEPT”.
They constitute a legally binding agreement between you and us.
1. DEFINITIONS. In addition to terms defined elsewhere in this Agreement, the following capitalized terms will have the following meanings:
(a) “Additional Fees and Charges” means any mandatory fees and charges a Guest must pay to stay at the Property such as resort fees,
porterage, services fees and the like. Additional Fees and Charges exclude Taxes, which are treated separately. All Additional Fees and Charges must either
be included in the Rate or provided separately.
(b) “myBookingPal Platform” means our proprietary technology platform used to deliver the Services, including any website(s), apps, APIs,
tools, code and associated hardware used for that purpose;
(c) “Channel Distribution Services” means those Services we provide when you do not have a direct contractual relationship with the
applicable Channel Partner, including the distribution of Property Content to the selected Channel Partner;
(d) “Channel Partner” means a third-party with whom we have a contractual relationship for the advertisement, promotion and distribution
of vacation rental properties;
(e) “Commission” means the per-transaction fee you owe us and our Channel Partners when a Guest makes a reservation for a Property,
whether you are the merchant of record for the transaction or otherwise.
(f) “Confidential Information” means any non-public information in any medium or format, whether marked “Confidential” or otherwise, of or
about a party which that party provides to the other or to which the other has access under or in connection with this Agreement. Confidential Information
specifically includes Personal Information provided by one party to the other, the terms and conditions of this Agreement, trade secrets, any non-public
business, financial, marketing or related information and any information that a reasonable party in the receiving party’s position is to be treated
confidentially. Confidential Information excludes information (i) is or becomes publicly available through no act or omission on the part of the receiving
party, (ii) was possessed by the receiving party prior to the date of this Agreement, or (iii) is disclosed to the receiving party by a third party without
any restrictions on its disclosure.
(g) “Connectivity Services” means those Services we provide when (i) you have a direct contractual relationship with the applicable
Channel Partner permitting us to provide Property Content as set forth herein; and (ii) we act solely as a technological intermediary with Channel Partners
with regard to such Property Content.
(h) “Direct Debit” means the method of payment where you give instructions to your bank to authorize us to collect amounts you owe under
this Agreement directly from your designated bank account;
(i) “Claims” means any claim, cause of action, suit, proceeding, demand, or governmental investigation;
(j) “Guest” means the end consumer of a Property;
(k) “Guest Reservation” means the binding contract created between you and the Guest when a Guest books a reservation at a Property;
(l) “Intellectual Property Right” means any patent, copyright, invention, database rights, design right, registered design, trade mark,
trade name, brand, logos, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how,
trade or business name, domain name (under whatever extension, e.g. .com, .nl, .fr, .eu, etc.) or other similar right or obligation whether registered or
unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world;
(m) “Laws” means all international, national, provincial, state and local laws, rules, regulations, statutes, orders, ordinances, court or
agency decisions or similar acts of governmental authority;
(n) “Listing” means a discrete portion of Property Content relating to a single Property as displayed or distributed via the Booking
(o) “Losses” means any damages, losses, liabilities, fees, fines, penalties, costs and expenses, including reasonable attorneys’ fees;
(p) “Personal Information” means any information that is capable of identifying or locating a natural individual, including such
individual’s payment card number, first and last name, and physical address
(q) “Platform” means any or all of the following offered or made available by a third-party or by you: website(s), apps, tools,
software-as-a-service and related software and hardware technology;
(r) “Property” means the vacation rental property, or portion of it, that you make available to us via your PMS so we can perform the
(s) “Property Content” means information and other content about and relating to the Property, its amenities and services, which must
include, for all Properties, the following: Rate details, Taxes (if not included in the Rate), Additional Fees and Charges, availability, cancellation and
no-show policies, other policies and restrictions applicable to Guests and the Property and all material defects or conditions of the Property. The
Property Content may not contain any telephone or fax numbers or email (including skype) address or Platform link or identifier (including Twitter® and
Facebook®), with direct references to you or any third-party (including Channel Partners) or yours or a third-party’s Platforms;
(t) “Property Management Software” or “PMS” means the software that you use to facilitate the management of Properties
and provide the Property Content to us. Unless you and we have made separate arrangements, you must select a PMS from the drop-down list before accessing
(u) “Rate” means the rate loaded into the PMS that you make available to us for a one-night stay at the Property;
(v) “Sell Rate” means the total amount charged to the Guest or distributed to the Channel Partner (as applicable), including all Taxes and
Additional Fees and Charges; and
(w) “Taxes” means all taxes, levies, charges or other fees assessed by any governmental authority on or in connection with the
transactions contemplated by this Agreement, excluding any such taxes, levies, charges or other fees assessed solely on our income.
2. ACCOUNT SETUP; SELECTION, REMOVAL AND ADDITION OF CHANNEL PARTNERS.
(a) Account Setup. You are required to provide us with certain registration information and to select a password before accessing these
Terms. This registration information is used to create your myBookingPal Platform account (“Account”). You are solely responsible for
maintaining accurate and up to date contact information and for otherwise updating and maintaining the details of your Account. In addition, you will be
responsible and liable for any activities undertaken in connection with your Account, whether authorized by you or not. Please keep your password confidential; this is your responsibility and not ours. If you have reason to believe that the security of your Account
has been compromised, please notify us immediately in writing so the Account can be suspended and/or you can select another password.
(b) Selection of Channel Partners. You are also required to select those Channel Partners to whom you would like us to distribute your
Property Content or in connection with whom you would otherwise like to receive certain Services. The Channel Partners you select will determine the type
of Services we provide and, within the subset of selected Channel Partners, the Channel Partners to whom we will distribute Property Content in accordance
with our agreements with those Channel Partners.
(c) Channel Partner Terms and Conditions. You are also required to make certain representations about (i) your agreement(s) with Channel
Partners and/or (ii) your agreement to and acceptance of applicable Channel Partners’ terms and conditions. Please note that to the extent there is a
conflict between any Channel Manager’s terms and conditions and this Agreement the most stringent and restrictive terms will be considered binding on you.
(d) Adding and Removing Channel Partners. You may add or remove Channel Partners at any time via the myBookingPal Platform. We will make
commercially reasonable efforts to respond to these changes in a timely manner.
(e) Automatic Addition of Channel Partners. If a new Channel Partner is made available by us and you are eligible to have your Property
Content distributed to that Channel Partner based on the parameters you selected at registration, we will automatically add that Channel Partner to your
Account. You may remove that Channel Partner at any time by the same method described in the previous section.
(f) No Liability. For clarity, we undertake no liability, and specifically disclaim all liability, for the acts or
omissions of Channel Partners, including their use of or failure to use the Property Content.
3. LICENSE TO myBookingPal PLATFORM.
(a) Scope of License. We grant you a limited, revocable, worldwide, non-transferable, non-sublicensable right and license to access and
use the myBookingPal Platform to (a) transmit, update, remove, modify and otherwise manage Property Content; (b) receive information from us; and (c) if
select, add or remove Channel Partners who will receive Property Content from us. All Intellectual Property Rights not granted to you in this Agreement are
retained by us, including to the myBookingPal Platform.
(b) Content Guidelines. In addition to the requirements set forth in this Agreement, including the requirement to update Property Content
to maintain its accuracy, all Property Content and any other content, messages, or data that you upload to or transmit via the myBookingPal Platform must
comply with our
Content Guidelines, which Content Guidelines are incorporated into this Agreement by reference.
(c) Suspension. We may, at any time and without notice to you or the requirement to pay any Losses, suspend your access to the myBookingPal Platform if we believe, in our sole discretion, that you have violated this Agreement, including by providing Property Content that does not comply with
the requirements set forth herein or if we determine that the myBookingPal Platform, Property Content, any content or property of our other customers and
clients, or any individuals is or are at risk. We may also suspend access if required to do so by our third-party hosting provider or as otherwise required
by applicable Law. This suspension right is in addition to any other rights or remedies we may have under this Agreement or applicable Law.
(d) No Sale or Rental of Property. You specifically acknowledge and agree that at no point under this Agreement do we or will we be
considered to purchase, rent or otherwise take title to any Properties. We are solely a technology provider, assisting you in the offering for rent or
sale, display, marketing, promotion and distribution of Properties. We are not Guests.
4. AUTHORIZED AGENT OF OWNER.
If you are not the owner of the Property, as you indicated when you created your Account, you represent and warrant to us that you are authorized to
undertake the obligations set forth in this Agreement on the Property owner’s behalf. For purposes of this Agreement, “you” will also mean the owner of any
Property on whose behalf you are acting, as well as the entity or company agreeing to this Agreement. If you are not the owner of the Property, you further
agree that you and the Property’s owner will be jointly and severally liable hereunder.
5. PROPERTY CONTENT.
(a) General Obligations; Scope of License. You will provide Property Content to us through your PMS in accordance with the formatting and
standards provided by us, including standards provided via the myBookingPal Platform. You grant us a worldwide, royalty-free right to use, copy, sublicense,
display, exhibit, edit and translate the Property Content or portions of it as we consider necessary to fulfill our obligations to you and to market,
advertise, distribute and promote the Property including, if applicable via websites owned or operated by us or on our behalf. Our right to use the
Property Content also includes a right to make modifications (i) as necessary for technical or formatting purposes; (ii) to correct obvious minor errors,
such as typographical errors; or (iii) if we learn that certain portions of the Property Content are inaccurate. Otherwise, we will display the Property
Content exactly as you provide it. You will retain all Intellectual Property Rights in the Property Content, except for the license granted in this
section; provided, however, that if we translate Property Content, we will own all Intellectual Property Rights in the translations (excluding any such
rights vesting in the original Property Content).
(b) Keyword Bidding. The above license includes the right for us to use your trademarks and/or trade names provided as part of the
Property Content in any sponsored or paid search engine or metasearch advertising, including bidding on or attempting to bid on such trademarks and trade
names as keywords, Adwords or similar terms in any such advertising without your additional consent.
(c) Sublicenses. Please note that, depending on the Services you have selected, we may sublicense the rights in the Property Content to
Channel Partners via connection to their Platforms. As indicated above, we are not responsible or liable for, and disclaim all responsibility and liability
for, the acts or omissions of any such Channel Partners, including their modification or use of the Property Content
(d) Property Content Warranty. You represent and warrant that (i) the Property Content will at all times be true, accurate and complete;
(ii) the Property Content will comply with all applicable Laws, including Laws governing truth-in-advertising and Laws prohibiting the infringement or
misappropriation of Intellectual Property Rights; and (iii) you have all rights, licenses and permissions necessary to supply all Property Content,
including licenses from Property Content creators such as photographers.
(e) Travel Warnings; Changes in Property Condition. You are solely responsible for complying with the above warranty and, without limiting
it, you agree to immediately inform us of any (i) applicable travel warnings and restrictions to or from the Property and its environs; and (ii) events or
occurrences taking place on or near the Property that are likely to affect a Guest’s desire to book there or the Guest’s experience during his or her stay.
Events like this include renovation or construction, citywide events creating traffic difficulties, and related matters.
(f) Updating Property Content. You will periodically review Property Content throughout this Agreement and will update Property Content on
a daily basis (or such more frequent basis as may be required to make sure it is accurate, complete and complies with the above warranty). You may make
changes to Property Content via your PMS or the myBookingPal Platform at any time, which may include adding or removing Listings and increasing or decreasing
Rates, as long as you do not violate this Agreement in doing so, including your parity obligations set forth below. Unless otherwise agreed to by us in
writing, you are solely responsible for making all updates to the Property Content.
(g) Changes and Updates to PMS. If you change PMSs during the Agreement, we will continue to provide Services to you in accordance with
this Agreement if that PMS is supported by us at the time you change. In addition, you must receive and install all required updates, new versions, bug
fixes, patches or related code of any existing PMS as they are released by the licensors. If you do not remain current with your existing PMS or if you
change to a PMS that we do not support, this Agreement will automatically terminate and you will be required to pay the Early Termination Fee set forth
(h) Disclaimer of Liability. We may, but are not required to, monitor Property Content. You acknowledge and agree that our display of
Property Content is not a warranty or guarantee about any or all of the Property Content, including as to the legality or desirability of travel to the
Property or any other matters, the confirmation and provision of which is and will remain your sole responsibility.
6. COMPLIANCE WITH LAWS; CONDITION OF PROPERTY.
(a) General Compliance. In addition to the above warranty, you represent, warrant and agree that you will at all times comply with all
Laws applicable to the Property, your performance under this Agreement, your rental and sale of the Property, and your business in general. Without
limiting your other obligations, you will obtain and maintain all licenses, permits and permissions required by applicable Laws and will keep and maintain
the Property in excellent condition and otherwise in accordance with all fire, safety, and health Laws. You further specifically agree to comply with all
applicable Laws governing the collection, storage, use and processing of Persona Information and all applicable anti-bribery and/or anti-corruption Laws.
(b) Export Laws; Sanctioned Countries. As part of your compliance obligations, you acknowledge and agree that you will not access the
myBookingPal Platform, use the Services or cause them to be used or accessed from any country in violation of applicable United States export Laws. In
particular, you represent and warrant to use that you are not located in Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the
United States has embargoed goods and services or that are otherwise subject to United States trade sanctions. You also represent and warrant that you,
your principals, the owner of the Property (if not you) and any other individuals directly or indirectly related to the Property, are not on the United
States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders, nor are you or any of
the foregoing parties located in or residents of any of the countries on the foregoing lists.
(c) Our Obligation. We will also comply with all Laws applicable to our performance under this Agreement and to our business.
7. RATES, AVAILABILITY AND PARITY.
(a) Rate Parameters. We distribute Rates in accordance with the Rate parameters you indicate via the myBookingPal Platform for the
applicable Property, including the maximum Commission you are willing to fund for a reservation for the Property, which may cover the total fees owed for
the reservation or only a portion of the total fees. .
(b) Taxes. If applicable Law is altered, amended or new Law entered into force such that you may not include Taxes in the Rates, you will (A)
promptly, but no later than 5 business days after the entering into force of such Law or amendment, make the required changes to Rates in the PMS; (B) be
solely responsible for providing, and provide us with, all current Taxes as part of the Property Content, including all changes and updates to them.
(c) Parity. To the maximum extent permitted by Laws:
(i) Rates; Rate Conditions. You will offer us Rates that (A) for Rates we are not permitted to markup, that are the same or lower than those offered
to our competitors, including any on-line or off-line vacation rental property distributor, wholesaler, tour operator (whether receptive or active),
on-line or off-line travel agent or similar business, entity or Platform (“Competitors”); (B) for Rates we are permitted to markup but
that do not include our Commission, that are the same or lower than those you offer to our Competitors; and (C) for Rates we are permitted to markup that
include our Commission, that are the same or lower than those you offer to our Competitors once the Commission is deducted. Also, you will offer us Rates
under terms and conditions that are at least as favorable as those you offer directly to Guests or to any of our Competitors. This includes offering Rates
that include the same or more amenities as those offered in connection with other rates, Rates with the same or lower Additional Fees and Charges, Rates
with cancellation, no-show, name change and other policies that are as least as favorable as others.
(ii) Availability. You will make the number and type of Properties available for booking or distribution via the myBookingPal Platform that you make
available to our Competitors.
8. GUEST RESERVATIONS, COMPLAINTS, CANCELLATIONS AND OVERBOOKING
(a) Confirmation. Irrespective of the Services provided by us, when a Guest makes a reservation via the myBookingPal Platform (including
reservations made with Channel Partners), you have the option to receive a booking confirmation through the myBookingPal Platform that includes the Guest’s
name and address, the name and address of the Property, dates of arrival and departure, and the Sell Rate. If you are receiving Connectivity Services
specifically, the applicable Channel Partner may also send you a confirmation in accordance with the terms and conditions of your agreement with it. If you
are receiving Channel Management Services specifically, the applicable Channel Partners may also provide the applicable Guest with a confirmation.
(b) Guest Reservations. A Guest Reservation is created when a Guest completes a booking transaction. You must accept a Guest as a
contractual party upon the creation of a Guest Reservation and, among other requirements, provide the Property in compliance with the terms of the Property
Content displayed when the Guest Reservation was created. This means, among other requirements, that you may not charge Guests any amounts, whether called
transaction fees, surcharges (including for use of credit cards), processing fees or otherwise, that are not displayed to the Guest as Additional Fees and
Charges at the time the Guest Reservation is concluded. Changes made to Property Content after a Guest Reservation is created will not be binding on the
Guest who is already a party to the Guest Reservation. For clarity, we are not a party to any Guest Reservation.
(c) Cancellations. Cancellations must be made by us or our Channel Partners through the myBookingPal Platform. You may not cancel any Guest
Contracts (i.e. reservations) whether through the myBookingPal Platform or otherwise. If a Guest contacts you to cancel a reservation, you will refer the
Guest to us or to the Channel Partner with whom the reservation was booked. As indicated above, if a Guest cancels a reservation and a cancellation fee is
collected from the Guest, we will still be entitled to Commission. We will not be entitled to Commission on any reservations cancelled for which no such
fee is collected. Cancellation fees must be charged only in accordance with the cancellation policy set forth in the applicable Property Content. Please note that Channel Partners may have additional cancellation-related terms and conditions to which you agreed when you registered your Account
and selected those Channel Partners.
(d) Overbooking. You will honor all Guest Reservations in accordance with their terms; provided, however, that if you are unable to
accommodate Guests at the Property as set forth in the Guest Contract, you will:
(i) Immediately notify us of any Guest you are not able to accommodate;
(ii) Find suitable alternative accommodations reasonably acceptable to the Guest at a Property of equal or better value in the area in which the Property
is located at no additional cost to the Guest (i.e. you will pay the difference between the Sell Rate and the rate at the alternative accommodation;
(iii) Provide free private transportation to the alternative accommodation for the Guest and other members of the Guest’s party who are listed in the
Guest’s guaranteed booking and free private transportation back to the Property when the space becomes available, and;
(iv) Offer the Guest and the Guest’s party the first available space at the Property that becomes available and complies with the booking terms in the
(v) Reimburse myBookingPal, Channel Partners and/or the Guest for all reasonable Losses suffered, paid or incurred by the Guest, Channel Partners and/or
myBookingPal, as applicable, due your failure to honor the Guest Reservation.
(e) Treatment of Guests. You will treat all Guests in the same manner as you would treat customer, guests or patrons who book reservations
at a Property through other means. If you provide additional goods or services to other customer, guests or clients who are walked because of overbooking ( e.g. a personal letter of apology, discounted room rate, etc.), you will provide those goods and services to Guests who you are not able to
accommodate in addition to the requirements in the preceding section.
(f) Guest Complaints. As between you and us, you will be solely responsible for resolving all Guest complaints about your Property or any
associated amenities and services. We will not be required to resolve any such complaints, nor act as an intermediary between you and the Guest in
9. GUEST PERSONAL INFORMATION.
(a) Ownership. As among you, us and any Channel Partners who collect Personal Information from Guests, we or the applicable Channel
Partners will be considered the owners of all Personal Information collected from Guests via the myBookingPal Platform or in connection with a Guest’s stay
at your property.
(b) Protection. You and we will each comply with the
Agreement by reference, with regard to any Guest Personal Information collected, stored, modified, or removed by either of us under this Agreement. Without
receive from us in the form of Booking Data or otherwise and for any Personal Information you collect from Guests who are staying at the Property. Without
limiting the foregoing, you may not market to any Guests
(c) Channel Partner Privacy Policies. As indicated above, Channel Partners may have their own privacy and security requirements and
protect, treat and process all Guest Personal Information in accordance with the most restrictive requirements, terms and policies.
(d) PCI-DSS Compliance. If you are the Merchant of Record for any payment card transaction, or if you otherwise accept and process any
payment cards (e.g. for Guest incidentals), you will comply, and cause all your applicable third-party providers to comply with the most current
version of the Payment Card Industry Council’s Data Security Standards (“PCI-DSS”) as promulgated by that Council from time to time during
10. COMMISSION, PAYMENTS AND INVOICING.
(i) Generally. For rates we are not permitted to mark up, you will owe us an amount equal to the lower of the following two amounts as Commission
(A) the maximum Commission indicated in your Account and/or via the myBookingPal Platform, less any portion of that Commission to which our Channel Partners
are entitled; or (B) the actual Commission we take. For rates we are permitted to mark up, you will owe us an amount equal to the difference between the
rate you provide to us, less any built-in commission, and the marked-up rate we distribute to our Channel Partners, as Commission. We and our Channel
Partners will be entitled to Commission whether the Guest’s stay is fulfilled or not. Commission will only be taken on the Rate; we will not be entitled to
Commission on Additional Fees and Charges or, if Taxes must be provided separately from the Rates, those Taxes.
(ii) Increase. The foregoing notwithstanding, we reserve the right to request an increase our Commission at least once per calendar year in any
Renewal Term (as defined below). If you do not agree with the requested increase, you may terminate this Agreement without the requirement to pay an Early
Termination Fee if you do so within 30 days after receipt of written notice from us of the increase in Commission. If you do not terminate the Agreement by
that time, you will be deemed to have agreed to the requested increase.
(b) All Rates.
(i) Cancellation Fees, No-Shows, Overbooking. As indicated above, we and our Channel Partners will be entitled to the above Commissions on any
cancellation fees collected for Guest cancellation(s). You must also pay the full Commission on the booked stay for no-shows, unless you inform us within 2
business days after the Guest’s scheduled arrival, in which case, Commission on any cancellation fees you may collect. If you overbook and are not able to
accommodate a Guest, we will be entitled to the full Commission as if the Guest had completed his or her stay.
(ii) Taxes. You will be solely responsible for remitting any Taxes to the proper taxation authorities.
(i) If you are the Merchant of Record for Property rental transactions, we will invoice you for the total Commission and other amounts owed to us or
Channel Partners, depending on the Services you are receiving. Invoices for all amounts owed will be sent within 24 hours after the applicable Guest
arrives or is scheduled to arrive at the Property. Invoices may be sent via mail, fax or email to the contact information indicated in the myBookingPal Platform. Full payment on all invoices is due within fourteen (14) days after the date of invoice. You may not withhold amounts in dispute and we may
charge interest on overdue amounts to the maximum extent permitted by Laws.
(ii) If we are the Merchant of Record for these transactions, we will deduct the total Commission from amounts owed to you by us and the applicable Channel
Partners and remit payment to you of the following amounts for each Guest that have been collected, to the extent they are applicable (A) for Rates you
indicated could not be marked up, the Sell Rate multiplied by the number of nights of the Guest’s stay; (B) for Rates you indicated could be marked up and
which did not include Commission, the Rate you provided, plus applicable Taxes and Additional Fees and Charges multiplied the number of nights of the
Guest’s stay; (C) for Rates you indicated could be marked up and which included Commission, the Rate minus Commission plus applicable Taxes and Additional
Fees and Charges multiplied by the number of nights of the Guest’s stay; (D) Taxes, if provided separately from the Rate; and (E) any cancellation fees or
charges collected. Payment will be processed within 72 hours of the scheduled arrival date of the reservation.
(iii) If the Channel Partner is the Merchant of Record for these transactions, we will deduct the total Commission from amounts owed to you by us and the
applicable Channel Partners and remit payment to you of the following amounts for each Guest that have been collected, to the extent they are applicable
(A) for Rates you indicated could not be marked up, the Sell Rate multiplied by the number of nights of the Guest’s stay; (B) for Rates you indicated could
be marked up and which did not include Commission, the Rate you provided, plus applicable Taxes and Additional Fees and Charges multiplied the number of
nights of the Guest’s stay; (C) for Rates you indicated could be marked up and which included Commission, the Rate you provided minus Commission plus
applicable Taxes and Additional Fees and Charges multiplied by the number of nights of the Guest’s stay; (D) Taxes, if provided separately from the Rate;
and (E) any cancellation fees or charges collected. Payment will be processed within 72 hours of our receipt of funds from the applicable Merchant of
(d) Payment. Payment will be made by you via Direct Debit, unless your bank does not authorize these types of transactions, in which case
we will accept payment by wire to the bank and account indicated by us in writing, including via the myBookingPal Platform. You will obtain and maintain all
necessary authorizations for Direct Debit payment and will, in any case, be responsible for any charges assessed by your bank on either Direct Debit or
(e) Additional Terms.
(i) You must make all payments to us in cleared funds, without any deduction, withholding or set-off, including for any Taxes. If you are required to
withhold any Taxes, you will pay us any additional amounts necessary so that we receive the full amounts to which we are entitled.
(ii) We may, in our sole discretion, invoice you either in a major currency (e.g. EUR/USD) or your local currency and then convert the relevant final
amount in the local currency or a major currency on the basis of the exchange rate on the invoice date (and not on the day of checkout). The exchange rate
used shall be the interbank rate (closing rate as per 4PM EST) as used or promulgated by major international financial banks or service companies from time
to time as we select. You will pay us in the currency indicated in our invoice.
(iii) In addition to the requirement set forth above that you notify us of any no-show Guests, you must also notify us if a Guest’s stay is shorter than
booked. If you do not, you will be required to pay the full Commission calculated using the Guest’s booked, rather than actual, stay.
11. MERCHANT OF RECORD.
(a) Obligations. As a Merchant of Record, you must accept those major payment cards (including MasterCard®, Visa® and American Express®)
selected during registration and indicated in your Account for Property bookings. You, and not us or a Channel Partner, will be responsible for the
verification of the validity of payment card details, regardless of how they are transmitted to you, including by us or a Channel Partner. Without limiting
the foregoing, we will not be responsible for any provisional approval provided by any financial institution to you. You also agree to immediately
notify us if a Guest’s payment card is declined or payment otherwise fails.
(b) Funds Hold. If you are not the owner of the Property, you agree not to transfer any funds collected from a Guest to the owner of the
Property or, for all Suppliers, to any third-party until, at the earliest, the day after the first day of the Guest’s stay at the Property. For clarity,
you will pay us our Commission and any other amounts owed to us or any Channel Partner before paying the Property owner.
12. BOOKS AND RECORDS; AUDIT.
You agree to keep all books and records regarding the transactions contemplated by this Agreement in accordance with generally accepted accounting
principles, applicable Law and standard industry practice. We may, no more than once per Agreement year, audit and inspect such books and records which you
will keep at a reasonably accessible place. You agree to will make them available during normal business hours and at a mutually agreed-upon time. We will
bear the costs of any audit and inspection we undertake, unless you have underpaid us (or we have not otherwise received all payments to which we are
entitled through no fault of ours) by more than the lesser of 5% or $200, in which case, you will reimburse us for all reasonable and actual costs
associated with the audit. Our books and records, including the myBookingPal Platform, will be considered conclusive evidence of the existence and your
receipt of the reservations made by Guests, as well as conclusive evidence of all amounts owed hereunder, including our Commission, unless you can provide
reasonable and credible counter-evidence.
Without limiting any of your obligations in this Agreement, you will obtain and maintain general liability and property insurance, as well as any other
types of insurance required or recommended for vacation rental property suppliers, in amounts and of types sufficient to insure all liability assumed by
you under this Agreement and otherwise in connection with your rental of the Property. Insurance must be maintained throughout the Term and must be
specifically endorsed to include contractual liability and completed operations. All insurance policies must name myBookingPal, Inc. and its officers and
directors as additional insureds. You will provide us copies of insurance certificates demonstrating compliance with this requirement if we request it.
14. CONFIDENTIALITY. Each party will (a) keep the other’s Confidential Information strictly confidential and will protect it with the same level of care as it protects its
own Confidential Information and, in any case, with no less than a reasonable standard of care; and (b) only use the other’s Confidential Information to
the extent required to perform its obligations under this Agreement. Neither party will disclose the other’s Confidential Information to any third-party
except those employees, officers and contractors (or those of its affiliated or subsidiary companies) who have a need to know such Confidential Information
to permit a party to perform under this Agreement. Each party will be as liable for the unauthorized use or disclosure of the other’s Confidential
Information by those third-parties to whom it discloses Confidential Information as it would be for its own breach of this Section, except that we will
under no circumstances be liable for any such unauthorized use or disclosure by any Channel Partner. It will not be a violation of this section if a party
discloses the other’s Confidential Information if required by applicable Law, including a court order or subpoena or similar instrument, provided that the
party required to make the disclosure will give the other sufficient prior notice to permit that party to seek to contest or limit the disclosure or seek a
protective order or similar instrument, unless such prior notice is prohibited by Law. If prior notice is prohibited, the party required to make the
disclosure will notify the other as soon as possible under the circumstances of the requested disclosure and, in particular, if such disclosure includes
any Personal Information. Each party is and will remain the sole owner of all right, title and interest in and to its Confidential Information except for
the limited permissions to use granted in this section.
15. TERM, TERMINATION AND SUSPENSION.
(a) Term. This Agreement begins on the date you accept it and continues for 1 year, unless earlier terminated as permitted herein (the “Initial Term”). Thereafter, the Agreement will automatically renew for successive 1-year periods (each a “Renewal Term;” all Renewal Terms and the Initial Term, together, the “Term”) unless (i) either party provides the other written notice
of its intent not to renew this Agreement at least 30 days before the end of the Initial Term or then-current Renewal Term; or (ii) the Agreement is
earlier terminated as permitted herein.
(b) Suspension. We may immediately suspend your access to your Account, the myBookingPal Platform and temporarily remove Listings therefrom
if you commit a material breach of your obligations under this Agreement. We may, but are not required to, notify you in advance of the suspension. The
following will be considered material breaches, but this is not an exclusive list: if you (i) fail to pay any amounts when due; (ii) provide false,
misleading, incomplete or inaccurate Property Content; (iii) fail to fulfill any Guest Reservations in accordance with the Property Content displayed at
the time of booking; (iv) behave in any inappropriate, illegal or unprofessional manner towards any Guest or our personnel,. It will also be a material
breach of this Agreement if we receive (v) a serious or significant Guest complaint about your behavior or the Property; or (vi) a significant number of
Guest complaints, whether serious or otherwise
(c) Termination for Cause. We may terminate this Agreement if you commit a material breach of your obligations hereunder and, if curable,
fail to cure it within five business days after the later of (i) receipt of written notice from us of the material breach; or (ii) suspension under
sub-section (b). You may terminate this Agreement if we commit a material breach of our obligations hereunder and fail to cure such breach within 30 days
after receipt of written notice from you thereof.
(d) Termination for Convenience. Either party may terminate this Agreement “for convenience”—i.e. for any reason or for no reason—upon at
least 30 days’ prior written notice to the other; provided, however, that if you terminate the Agreement under this section, you
will pay us an early termination fee, as liquidated damages representing a fair assessment of the Losses we would incur as a result of your early
termination and not as a penalty, equal to the product of the average number of Properties on the myBookingPal Platform during the thirty (30) days prior to
our receipt of your written notice of termination and one hundred US dollars ($100 USD) minus all Commissions paid to us by you at the time of your
termination (“Early Termination Fee”). If the resulting Early Termination Fee is negative, then no Early Termination Fee is due.
(e) Effect of Termination or Expiration. Upon termination or expiration of this Agreement for any reason, all rights and licenses will
automatically terminate. You will honor all Guest Reservations booked up to the effective date of termination. Each party will, at the owning party’s
option, return or destroy any of the other’s Confidential Information in that party’s possession, except that each party may retain copies of materials
containing the other’s Confidential Information to the extent required to comply with applicable Laws or a party’s own recordkeeping policies and
procedures. Sections 2(f), 5(h), 9, 12, 14, 15(e), 16, 17, 18, 19 and 20(b) – 20(e) will survive termination or expiration of this Agreement, as well as
all your obligations with regard to Guest Reservations if any Guest Reservations are booked but not fulfilled before the effective date of termination.
16. DISCLAIMER OF WARRANTIES; ASSUMPTION OF RISK.
(a) Disclaimer of Warranties. We do not make, and hereby disclaim,any and all representations or warranties, whether express or implied, as to any of the subject matter of this Agreement, including, without limitation, as to the myBookingPal Platform, the Services, our Channel Partners
and their Platforms.
We specifically disclaim any warranties of non-infringement, merchantability, fitness for a particular purpose or accuracy and any warranties that
access to the myBookingPal Platform will be uninterrupted or error free, that any defects or technical issues will be corrected or that the myBookingPal Platform is free of viruses, malware or similarly harmful code
(b) Assumption of Risk. We are providing the myBookingPal Platform and the Services “as-is” including connections to
(a) By You. You will indemnify, defend and hold harmless us, our affiliates, our members and owners, and their respective officers,
directors, employees, contractors, successors, assigns, agents and representatives (“myBookingPal Indemnitees”) from and against any Claims
brought or asserted against any of them by a third-party, including any Guest or Channel Partner, and any Losses incurred by any of them as a result of
such third-party Claims to the extent arising out of or relating to (i) your breach of this Agreement, including your failure to comply with applicable
Laws or pay amounts when due, and the provision of inaccurate, infringing or misleading Property Content; (ii) the fulfillment (or your failure to fulfill)
any Guest Reservations; (iii) any Claims or Losses, death or bodily injury asserted, incurred or suffered by a Guest or other third-party while at a
Property, including as a result of your breach of a Guest Reservation; (iv) any Taxes that a governmental authority determines are owed on the difference
between the Rate and Sell Rate that we retain as Commission, if you provide us Rates that we may mark up in this manner; and (v) your acts or omissions
under any contract, agreement or arrangement with Channel Partners, including failure to comply with all of the Channel Partner’s applicable terms and
(b) By Us. We will indemnify, defend and hold you , your affiliates, members, owners, and their respective officers, directors, employees,
contractors, successors, assigns, agents and representatives harmless from and against any Claims brought or asserted against any of them by a third-party
and any Losses incurred by any of them as a result of such third-party Claims to the extent arising out of or relating to infringement of any Intellectual
Property Right by the myBookingPal Platform when used by you as permitted in this Agreement.
(c) Indemnification Procedure. A party seeking indemnification from the other will (i) promptly notify the other in writing of the Claim;
(ii) reasonably cooperate with the indemnifying party in resolution of the Claim, at the indemnifying party’s expense. In addition, the indemnifying party
will have sole control over the defense and settlement of any Claim, except that it may not enter into any final settlement agreement or consent to the
entry of any final judgment without the indemnified party’s prior written consent (which will not unreasonably be withheld, delayed or conditioned). In
addition, the indemnified party’s failure to comply with its obligations under (i) and (ii) of this section will only excuse the indemnifying party from
its indemnification obligations to the extent it is prejudiced by the delay.
18. LIMITATION OF LIABILITY.
Excluding our indemnification obligations set forth above,
under no circumstances and for no Claims will we, the myBookingPal Indemnitees, or any Channel Partner be liable to you for any consequential,
special, punitive, statutory or other indirect damages
, including, without limitation, lost profits, loss of revenue or lost business opportunities
regardless of the theory under which such damages are sought, including our negligence, and even if those parties were aware of the likelihood of
This limitation extends, without limitation, to any such damages arising out of or relating to your access and use of the myBookingPal Platform or our
provision of Services.
In addition, and excluding our indemnification obligations set forth above, you specifically acknowledge and agree that the myBookingPal Indemnitees’ total liability
under this Agreement will not exceed the higher of (a) Commission paid by you to us in thesix months immediately preceding the events giving rise to the applicable Claim; or (b) $5,000 USD.
19. GOVERNING LAW, JURISDICTION AND VENUE.
This Agreement will be interpreted in accordance with the Laws of the State of California, United States of America, excluding any Laws requiring the
application of other Laws. Any disputes arising between you and us out of this Agreement will be heard exclusively in the federal and/or state courts of
the State of California and you consent to the exclusive jurisdiction of such courts. Venue for any such disputes will be in the courts of competent
jurisdiction located in Orange County, California. The foregoing notwithstanding, we may seek any injunctive or emergency equitable relief to which we may
be entitled in the jurisdiction in which you are located, if we choose.
20. MISCELLANEOUS TERMS AND CONDITIONS.
(a) Assignment. Neither party may assign, transfer, or encumber any of its rights and/or the obligations under this Agreement without the
prior written consent of the other party, provided that we may assign, transfer, encumber any of our rights and/or the obligations under this Agreement (in
whole or in part or from time to time) to an affiliated company without your prior written consent.
(b) Notices. All notices and communications must be in English, in writing, and sent by facsimile, email or nationally recognized
overnight air courier to the applicable facsimile number or address set out in the Agreement.
(c) Entire Agreement. This Agreement constitutes the entire agreement and understanding between you and us with respect to its subject
matter and replaces and supersedes all prior agreements, arrangements, offers, undertakings or statements regarding such subject matter, whether written or
verbal. Except as otherwise set forth herein, this Agreement may only be amended by a written document signed by both you and us.
(d) Severability. If any provision of this Agreement is or becomes invalid or non-binding, it will have no effect on the remainder of the
provisions. The parties will replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent
possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
(e) Controlling Language. The original English version of this Agreement may have been translated into other languages. The translated
version of the Agreement is a courtesy only; the official and controlling language of this Agreement is English and the English-language version will
govern and control over any inconsistent or ambiguous terms in any translated version.
(f) Changes to Terms. We may modify this Agreement at any time and, unless such modifications are material, without notice to you. We
recommend that you periodically review the General Terms or any documents referenced herein via the myBookingPal Platform to see if changes have been made.
However, we will provide you notice, including notice via email or the myBookingPal Platform, of any material changes we make to the Agreement. You must
indicate your objection to these changes in writing to us within 30 days after our provision of notice or the modifications will be deemed accepted by you
and the Agreement accordingly amended. We may, but are not required to, further amend the Agreement to address your objections; provided, however, that you
may terminate this Agreement without the requirement to pay an Early Termination Fee if we do not do so.