The Lodgable Terms
LAST DATE UPDATED: April 6, 2017
1. Using Lodgable
These Terms are intended to explain our obligations as a service provider and your obligations as a user and Supplier. IT IS IMPORTANT THAT YOU READ ALL THE LODGABLE TERMS AND CONDITIONS CAREFULLY.
If you use this website, you are agreeing to be bound by these Terms without any modification or qualification. For convenience purposes, Lodgable may assign an Account Manager to assist you with your account on the site or may provide you with import tools. If a Lodgable Account Manager or any other Lodgable staff, employee, agent, import tool, or third party (“Support”) is acting on your behalf including but not limited to creating an account for you, assisting you in the signup process, helping you import or add Property Content , helping you add any Content, or helping you resolve a technical issue, by using the Site you agree to be bound by all of the Terms in this Agreement and related Lodgable Agreements. You agree that you yourself, not Support, are responsible for ensuring that all added property information, rates, availability, and any other information that pertains to your property (“Property Content”) is correct. You agree that Lodgable is not responsible for any Property Content discrepancies or inaccuracies, even if the Property Content were added via Support. You agree not to promote or advertise your properties to travelers until you have thoroughly verified your Property Content from within the Lodgable platform. If you use any Support, you will be treated the same as if you performed these tasks yourself and you agree not to hold Lodgable liable for any misspellings, errors, typos, damages, discrepancies, or inaccuracies. IF YOU ARE DISSATISFIED WITH THE LODGABLE TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES OF OPERATING OUR SERVICE, UNLESS EXPRESSLY SET OUT IN THESE TERMS YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. If for any reason you are unable to meet all the conditions set forth under this agreement, or if you breach any of the Terms contained herein, your permission to use the System or access any of the Services offered by them immediately lapses and you must destroy any materials downloaded or printed from the System. Lodgable reserves the right, at its sole discretion, to modify the Site, System, Software or Services or to modify these Terms, including the Service Fees as explained in the Payment Terms, at any time and without prior notice. If we modify these Terms, we may post the modification on the Site or via the System or may provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site, the System or Services after we have posted a modification on the Site or via the System, whether or not we provide you with a notice of modification, you are indicating by using the Site or System that you agree to be bound by the modified Terms . If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, System, and Services.
The following terms shall have the following meaning throughout the Terms.
b. “Applicable law” refers to the laws currently in force in Salt Lake County, Utah, in the United States of America which shall govern this agreement.
c. “Site” means this website, all related web pages, and all related websites operated by affiliates or divisions of Lodgable, but does not include any third party websites which are linked to or may link from this website whether or not such third party websites are used in connection with the Services.
d. “Service” and “Services” shall mean the property tools, reservation tools, work order tools, lead management tools, revenue management tools, accounting tools, distribution tools and other business-related services, and support offered through the System from time to time, to be used by the Client to market and manage short term rental units.
e. “Supplier,” “User,” “Member,” and “Customer” refers to any person who maintains an account with us and utilizes our Services, sells products, services, or supplies Property Content .
f. “Support” means free and paid technical support and assistance provided to users by Lodgable, and other third party contractors of Lodgable from time to time.
g. “Lodgable”, “we”, “us” shall refer to Lodgable, LLC. and all its affiliates and subsidiaries.
h. “System” means the Site and all mobile applications and other applications which provide access to the Services offered by Lodgable and its affiliates from time to time.
i. “Lodgable Parties” includes Lodgable, its affiliates, subsidiaries, partners, service providers, suppliers and contractors and each of their respective officers, online travel agency partners, third party travel sites, directors, agents, and employees.
j. “You” and “user” shall refer to any staff or contractor employed by Client, property owners with properties managed by Client, vendors with which Client has a formalized business arrangement, or any other persons who visits the Site or uses the System and includes a Supplier and its employees and agents.
o. “Property Content ” and “Accommodation” shall mean full descriptive information for each rental unit Client wishes to include in the System, including but not limited to the property name, description, location, amenities, calendar, rates, photos and other appropriate information. Property Content also includes all current and future reservations related to those properties.
k. “Content,” “Client Data,” “User Contributed Content,” “Supplier Content” and “Customer Content” shall mean Personal Data that Lodgable processes on Client’s behalf in the course of Client’s use of the System, including but not limited to Property Content , reservation details, guest details, vendor details, and billing information.
l. “Data Controller” shall mean the natural or legal person which determines the purposes and means of the processing of Personal Data.
m. “Data Processor” shall mean a natural or legal person which processes Personal Data on behalf of the Data Controller.
n. “Personal Data” shall mean data which relates to a living individual who can be identified (a) from those data, or (b) from those data and other information which is in the possession of, or is likely to come into the possession of, the Data Controller.
o. “Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), transient occupancy taxes, tourist or other visitor taxes, accommodation or lodging taxes, fees (such as convention center fees) that accommodation providers may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.
p. “Booking Period” means an approved scheduled guest stay or reservation with a specific arrival and departure date.
q. “Guest” means a person who requests from a Supplier a booking of an accommodation via the Site, the Lodgable Parties, a Supplier’s Site, or another source.
The Site, System and Services are intended solely for persons who are eighteen (18) or older. Any access to or use of the Site, System or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, System or Services you represent and warrant that you are 18 or older.
Lodgable grants you a non-exclusive, non-transferable limited license to use the System and related resources in accordance with these Terms. The System is protected by United States and international copyright laws, international treaty provisions and applicable law. You agree not to infringe our intellectual property and the intellectual property of any third parties with whom we have partnerships, and you will comply with the terms of any applicable license agreements.
You acknowledge that you must provide for your own access to the World Wide Web and pay all costs associated with such access and with the use of the Services, as well as procure all equipment that is necessary in order to access the World Wide Web and use the Services, including but not limited to a computer, a modem, a printer, and in some cases a mobile device, tablet computer or other equipment. You shall also be responsible for the maintenance of such equipment.
You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you.
Lodgable may, without notice or liability, add, discontinue or revise any aspect, mode or design of the Services which include but not limited to the scope of service, time of service, or to the software/hardware required for access to the Services. Lodgable may also limit the geographic locations or jurisdictions where certain Services may be available.
Without prejudice to the foregoing, should there be a failure of or error, omission, defect, deficiency, delay causing downtime, or inability of a Supplier to access the Services for any length of time, including as a result of the permanent termination of service, the Supplier acknowledges and agrees that, except as otherwise set out herein, its only remedy for any error, omission, defect, deficiency, delay or other failure of the System or the Services whatsoever is to discontinue using the System and the Services.
The Suppliers and the users shall be responsible for maintaining the confidentiality of their usernames and password, and the Supplier will be responsible for all activities performed under their passwords, team members, as well as unauthorized use.
You assume sole responsibility for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using the System or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. You represent and warrant that you have obtained all required consents and comply with all applicable legislation, including without limitation privacy legislation, in connection with any use and disclosure of information relating to the use of the System and the Services. Lodgable accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using the System or the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the Service by us does not constitute our endorsement nor warranty as to the compliance of such information or materials with applicable legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.
By providing Lodgable a telephone number (including a mobile telephone number), you agree to receive calls from our staff, autodialed calls, and pre-recorded calls and/or messages. The ways in which you provide us a telephone number include, but are not limited to, providing a telephone number at Account opening, adding a telephone number to your Account at a later time, reaching out to Lodgable using a web contact form, emailing Lodgable, providing it to one of our employees, or by contacting us from that phone number. If a telephone number provided to us is a mobile telephone number, you consent to receive SMS or text messages at that number. Standard telephone minute and text charges may apply if we contact you.
You understand and agree that Lodgable may, without further notice or warning and in our discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Lodgable or its agents for quality control and training purposes or for its own protection. You acknowledge and understand that, while your communications with Lodgable may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by Lodgable, and Lodgable does not guarantee that recordings of any particular telephone calls will be retained or retrievable.
4. Limitation of Business Activity.
The Site is a Venue and We are Not a Party to any Rental Agreement or other Transaction Between Users of the Site.
a. We urge all users to be responsible about their use of this Site and any transaction entered into as a result of renting a property. We do not own or manage Properties listed on the Site and we do not act as real estate agents or travel agents. The System and Site act as a venue to aid homeowners and property managers to effectively manage their business for a specific unit or group of short term rental properties to potential renters. The Systems and Site may supply users with the capabilities to manage their short term rental inventory, pricing formats, online distribution, reservations, accounting, staff, outside leads, or other tools or services to allow users to communicate with each other and enter into rental agreements or other transactions.
b. We have not confirmed the accuracy and currency of Customer Content and we do not warrant that the Customer Content is accurate and current. The Customer Content is provided and maintained directly by the Customer and he/she takes sole responsibility for the accuracy and currency of it. We are in no way liable for loss or damage incurred as a result of any inaccuracies or misleading statements made in the Customer Content. The display of a Property on Customer or Third Party Websites does not constitute an endorsement or recommendation from us. We cannot guarantee nor be responsible for the condition of the Properties displayed on Customer or Third Party Websites, the right of Customers to offer a Property for rent or the ability of other users to pay for any rental. Lodgable will have no liability or responsibility with respect to User interactions with any other User, including any personal injury or damage that occurs at a Property advertised through the Services.
c. We do not take part in, or responsibility for, any rental transactions, booking arrangements or any property management issues. We are not a party in any rental contract. This is true even if the System or Site allows you to book a rental or provides other ancillary products or services, as the Site may facilitate booking a rental or other tools, services or products, but we are not a party to any rental or other agreement between users.
5. Responsibility for applicable laws, rules and regulations.
Users agree that they are responsible for, and agree to abide by, all laws, rules and regulations applicable to their use of the Site, their use of any tool, service or product offered on the Site and any transaction they enter into on the Site or in connection with their use of the Site.
Members further agree that they are responsible for and agree to abide by all laws, rules and regulations applicable to the listing of their rental property and the conduct of their rental business, including but not limited to credit card, data and privacy laws, rules & regulations, taxes, permit or license requirements, zoning ordinances, safety compliance and compliance with all anti-discrimination and fair housing laws, as applicable. Please be aware that, even though we are not a party to any rental transaction and assume no liability for legal or regulatory compliance pertaining to rental properties listed on the Site, there may be circumstances where we are nevertheless legally obligated (as we may determine in our sole discretion) to provide information relating to your listing in order to comply with governmental bodies in relation to investigations, litigation or administrative proceedings, and we may choose to comply with or disregard such obligation in our sole discretion. Members who accept credit card, banking or other payment information from travelers agree to properly handle and safeguard all such information in accordance with applicable legal and regulatory requirements and best practices.
6. Conditions of Usage.
You agree to use the System and the Services for the purposes that they were intended and only in accordance with the terms of this agreement.
Furthermore, you are entirely responsible for any activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. You agree to hold harmless and release the Lodgable Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify the Lodgable Parties for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.
You acknowledge that the System and its structure, organization, and source code constitute valuable trade secrets of Lodgable. Accordingly, You agree not to (a) modify, adapt, alter, translate, or create derivative works from the System; (b) sublicense, lease, rent, loan, or otherwise permit a third party to use the System; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the System; or (d) otherwise use the System except as expressly allowed in these Terms of Service. You shall cooperate and make Your facilities, information, data and equipment available to Lodgable in a timely manner when helpful for completion of customer specific implementation or troubleshooting.
Certain online services (including access to online banking, online payments, online invoicing, digitization, storage of receipts, certain payroll related services, and other online services related to the use of the Site) may be provided by financial institutions and other third party service providers and not by us. You agree to hold harmless and release the Lodgable Parties from any liability relating to your use of such online services. Your access to and conditions of use of such services may be limited in accordance with the Terms published by such third party provider. You may be billed by your third party provider for such services and any such fees or costs (including text, data, phone, and delivery charges) are independent of Lodgable and will be paid by you. You represent and warrant that you have the right to provide us with usernames, passwords, personal information and other access credentials which we may require to access any third party services or accounts in connection with the Services.
You agree that Lodgable can place a reasonably sized and positioned logo and/or text link on website pages and emails included in the System, including on publicly accessible pages of Your website. You also agree that Lodgable may reference its relationship with You for marketing purposes.
Certain advertising information may be displayed through the System at Lodgable’s sole discretion. The display of advertising information shall not entitle You to any advertising fees or revenues from such advertising unless otherwise explicitly agreed to in writing by Lodgable. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the System, including payment and delivery of related goods or System, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. You agree that Lodgable shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.
7. Merchant Account.
You must open an account with Lodgable Payment Services (“LPS”) to use the Services. After you sign up for use of the Site, you will be prompted to activate payments before you can create your first reservation or market your properties available for distribution with any Lodgable Parties or travel sites. During registration we will ask you for information including your name and other personal information. You must provide accurate and complete information in response to our questions. You must complete this and other processes to access any funds that you accept through the Services. You must also keep the information that you provide up-to-date. We reserve the right to suspend or terminate the LPS Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
8. License and Rights Granted to Us.
By submitting or authorizing user contributed content, you grant to us and our affiliates a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free and fully paid-up license to use, copy, license, sublicense (through multiple tiers), adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit the copy, the photographs and the likenesses (if any) of any of your user contributed content, in connection with our business, the business of our affiliates, and all Lodgable Parties. Notwithstanding the foregoing, following the termination of an account, we will not continue to display or distribute the user contributed content that was provided to us.
You further grant us and our affiliates the ability to copyright and protect the user contributed content, including the images, copy, and content available via any member’s listing, from the unauthorized use by unaffiliated third parties who may, from time to time, attempt to pirate such information via electronic or other means. This includes, but is not limited to, the right to file suit to seek injunctive relief to protect such material. You further agree to assist us—at our expense and control—to protect such copyrighted material from unauthorized redistribution.
You agree that we may sublicense all the rights granted to us under these Terms to one or more third parties we may contract with to display all or part of the member’s property listing or otherwise provide promotional or other services related to our business.
Further, each member agrees that we may reproduce in whole or in part any photographic material supplied by such member in the promotion of either such member’s property or the promotion of the Site.
In the event that it is determined that you retain any rights of attribution, integrity or any other moral rights in any user contributed content, you hereby declare that you do not require that any personally identifying information be used in connection with the user contributed content or any derivative works thereof and that you have no objection to the publication, use, modification, deletion or exploitation of the user contributed content by us or our affiliates.
By using the System, you also agree and grant all Lodgable Parties to receive first priority in regards to reserving, booking, holding, or blocking calendar availability for all rental units and accommodations entered in the System on a first come first served basis. If you receive a reservation request outside of the System for a time period that has already been booked or reserved by a Lodgable Party, you agree to not override, cancel, delete, edit, or double book the calendar availability for that rental unit that has already been reserved by a Lodgable Party to make room for another guest or reservation during that booking period. You agree that all all reservations created will be done on a first come first served basis and you will not give priority to you or any other party. This includes but is not limited to all in-house reservations, in-bound call reservations, reservation requests, friend reservations, family reservations, personal reservations, staff reservations, executive reservations, celebrity reservations, VIP reservations, or other walk-in guest reservations.
9. Identity Verification.
User verification on the Internet is difficult and we cannot, and do not assume any responsibility for, the confirmation of each user’s purported identity. We encourage you to communicate directly with a traveler or user through the tools available on the System, though even this does not assure you of the identity of the person with which you are communicating. We further encourage you to take other reasonable measures to assure yourself of the other person’s identity and, for travelers, of the property and relevant details of your booking or proposed booking.
10. Software Notice.
11. Copyrights, Trademarks and Intellectual Property.
Lodgable and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, webpage designs, web page layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using the System and the Services. The technical procedures, processes, concepts and methods of operation that are inherent within the System constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users. Without any prejudice to the foregoing, any information or data entered using the System by a user or otherwise provided for accessing the System on the user’s behalf shall at all material times remain the property of the user.
Materials on and relating to the System, including the content of the System and any software downloaded from the System, are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your user content and data, Lodgable reserves all rights in and to such materials. The Supplier will not make store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of the System or any content therefrom without Lodgable’s express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to the System.
Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screenshots) which you generate as a Supplier using the Services. Your use of screenshots is subject to the following:
- a. No screenshot may be used from any beta version of the System unless it has been commercially released to the public;
- b. the use is for illustrative purposes;
- c. the use may not imply any endorsement or affiliation by or with Lodgable;
- d. the screenshot does not contain any commentary which may appear to have been attributable to us;
- e. the screenshot does not contain any third party content; and
- f. the use does not infringe on any of these Terms.
Lodgable has rights to several trade-marks which it uses in connection with the operation of the System. Lodgable does not grant the users any right or license to use the Lodgable trademarks or any logo, trade-name or other intellectual property other than as expressly set out herein and in other licenses between you and us.
12. Prohibited Use.
The users shall access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.
The users agree not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.
No user shall use any means to restrict or prevent another user from accessing or enjoying the System.
No user shall be permitted to upload material into the System that he or she ought to know infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of our websites, systems and equipment. You may not use the System and the Services in a manner which could block access to, impair, damage or otherwise disable the System or any of our servers. You may not attempt to gain unauthorized access to the System or to any other user’s accounts, computer systems or networks through password miming, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable laws.
No user shall lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to Lodgable in a manner that is inconsistent with our intellectual property rights over the software.
No user shall promote any commercial interest, falsify or delete any information on the System, collect personal information without express authority to do so, violate any applicable laws, create a false identity or utilize the System under false pretences.
You agree not to register domain names, sub-domain names, social network accounts, or business entities that are derivatives of or deceptively similar to Lodgable or its trademarks or that have the purpose or effect of criticizing, ridiculing, disparaging, or defaming Lodgable or its products, services, policies, directors, officers, shareholders, or employees.
13. Limitation of Liability
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 IN CONNECTION WITH ANY RELEASE PROVIDED BY YOU IN THESE TERMS, INCLUDING THE FOREGOING, WHICH SECTION STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
14. Termination of Service.
Lodgable may terminate this agreement and your use of the System at any time without notice, including, without limitation, if you breach any of these terms. Suppliers may use Lodgable on an at-will basis until the agreement has been terminated by either party pursuant to the terms of this agreement or any related license agreement. The following are the ways in which the agreement between a Supplier and Lodgable may be terminated.
- a. Services may be terminated by us, without cause, at any time.
- b. Services may be terminated by us at any time, without penalty and without notice, if the Supplier fails to comply with any of the terms of this agreement
- c. The Supplier agrees that we will not be liable to him/her or any third party for the termination of the Supplier’s access to the Service.
- d. Upon termination, we have the right to delete all data, files, or other information that is stored in the Supplier’s account.
Upon such termination, you must immediately cease using the System indefinitely. At our own discretion, we may allow select users to regain use of the System. We may at our option immediately block your access to the System.
15. Ownership and Disclosure of Information.
You own all of your business’s private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Service and the System. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:
- a. For the purposes of fraud prevention and law enforcement;
- b. To comply with any legal, governmental or regulatory requirement;
- c. To our lawyers in connection with any legal proceedings; and
- d. To comply with a court order.
16. Third Party Links, APIs and Content.
You may, when using our Site and Services, be directed to websites maintained by other third party service providers. Some of the functionality of the Services and the System interoperate with, and are highly dependent upon, application programming interfaces (APIs) from third parties. If at any point such third party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third party services without entitling you to a refund, credit or other compensation. Your only recourse shall be to stop using the System and the Services. In addition, we may grant third parties access to some or all of your private data, content and information through our own API for use in connection with their services.
You acknowledge that such sites and services are completely independent of the System and as we have no control over them, we accept no liability in respect of your use, ability or inability to use them or any of the content of such sites. In addition, we may at any time in our discretion and without notice to you, discontinue providing our API to such third party services. You acknowledge that any use of the products and services offered by such third party services providers (eg. for the purposes of payment processing, direct deposit services, payroll tax return preparation, filing and government remittances) will be at your sole risk. You acknowledge that use of such third party service providers and their websites and services is, except where prohibited or modified by applicable law, subject to the terms, conditions and policies established by the third party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any Claims (defined below) arising out of your use of, or inability to use, the products and services of third party service providers whether or not such use is ancillary to your use of the System. The availability of such third party services in connection with the System does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third party provider or its products or services.
17. Authorization to Export Data.
18. Force Majeure.
Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
20. Governing Law and Dispute Resolution.
Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the State of Utah and the laws of the United States of America applicable therein as applied to agreements entered into and to be performed entirely within Salt Lake County, Utah, in the United States of America, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any Service, software, tool, application or functionality, will be deemed to have been performed in Utah, United States of America. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of Salt Lake County, Utah, in the United States of America.
You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.
21. Legal Status of Lodgable, LLC
The website www.Lodgable.com, and the names Lodgable, Lodgable Software, Lodgable Property Management Software, Lodgable Vacation Rentals and System are property of Lodgable, LLC. a company incorporated under the State of Utah.
You and we expressly acknowledge and agree that this agreement and all related agreements, schedules, materials, licenses and policies be drafted in the English language only.
24. Information Received from Third Party Services
The Services offered by Lodgable may allow Suppliers to: direct Lodgable to access and retrieve their own financial information maintained online by third party institutions (e.g. banks) with which they have pre-existing relationships (e.g. to maintain a bank account or pay bills); use third party service providers to accept and make payments on the Supplier’s’ behalf; make bank deposits using third party services; and other services related to the System. Lodgable works with financial institutions and other third party service providers to retrieve financial and other information for the purpose of providing the Services. However, Lodgable does not review this information for any purpose, including but not limited to accuracy. It is entirely your responsibility to ensure the accuracy, completeness and timeliness of any information required by us or any third party service providers in connection with any of the Services.
25. Registration Information.
Suppliers and users are responsible for maintaining the confidentiality of their usernames, passwords and other access credentials which allow them use the System and access the Services.
26. Consumer Issues.
You acknowledge that you intend to use the System and the Services for business purposes and not for individual consumer, household or domestic purposes. The System is intended for use by short term rental homeowners and short term rental property management companies that comply with all laws and regulations in their place of residence, place of conducting business, and supplying goods or service. Lodgable’s relationship with You shall be that of an independent contractor and nothing in these Terms of Service shall be construed to create a partnership, joint venture, or employer-employee relationship. You shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to the license to or use of the System.
27. Copyright Act.
Some of the content provided on the System from time to time may be contributed by users. You represent and warrant that any content or material provided to us does not breach the rights, including copyright, of others.
Procedure for Reporting Copyright Infringement Claims: If you believe your copyright in any work has been infringed and such work is accessible through the System, you may notify Lodgable’s copyright agent pursuant to the Digital Millennium Copyright Act of 1998 (DMCA) for notice of claims of copyright infringement here, Attention: Copyright Agent. For your complaint to be valid under the DMCA, you must provide the following information when providing notice of the claimed copyright infringement, which Lodgable may then forward to the alleged infringer:
- a. identification of the copyrighted material that you believe has been infringed;
- b. identification of the allegedly infringing material on the System, with sufficient detail to enable us to locate it on the System;
- c. your address, telephone number and email address;
- d. a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- e. a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
- f. provide your or your agent’s physical or electronic signature.
You may provide this information in writing or by email notification to the following Designated Agent:
Attention: DMCA Office Agent
698 W 10000 S Suite 250, South Jordan, UT 84095, United States of America
Upon receiving your complaint, Lodgable may remove content that you believe infringes your copyright.
Procedure for Counter-Notification: If material that you have posted to the System has been taken down, you may file a counter-notification by contacting Lodgable’s copyright agent, which counter-notification must contain the following details:
- a. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
- b. A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;
- c. Your name, address and telephone number;
- d. A statement that, notwithstanding the choice of laws and venue otherwise set out herein, you consent for the purposes of this counter-notification and other proceedings under the DMCA to the jurisdiction of the Federal District Court for judicial district in which your address is located or, if your address is outside of the USA, for the jurisdiction of the Courts of the State of Utah in the City of Salt Lake City, United States of America, and that you will accept service of process from the person who submitted a notice in compliance with the section (c)(1)(C) of the DMCA, as generally described above; and
- e. Your physical or electronic signature.
NOTE THAT YOU MAY BE HELD LIABLE FOR DAMAGES, COURT COSTS AND ATTORNEY’S FEES INCURRED BY US, BY A COPYRIGHT OWNER, OR BY A COPYRIGHT OWNER’S LICENSEE IF YOU PROVIDE ANY FALSE INFORMATION, OR MISREPRESENT YOURSELF AS THE RIGHTFUL OWNER OF COPYRIGHTED MATERIAL. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
This information should not be construed as legal advice. For further details on the information required for valid DMCA notifications, see 17 U.S.C. 512(c).
- Electronic Delivery of Communications
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Lodgable account (“Account”) and your use of our services. Communications include:
- Agreements and policies you agree to all of the Lodgable Terms, including updates to these agreements or policies;
- Annual disclosures, including prospectuses and reports;
- Transaction receipts or confirmations;
- Account statements and history;
- Federal and state tax statements we are required to make available to you; and any other Account, or transaction information.
We will provide these Communications to you by posting them on the Lodgable website and/or by emailing them to you at the primary email address listed in your Lodgable Account Settings profile.
- Electronic Signatures
Under the Electronic Signatures in Global and National Commerce Act (E-Sign), \ the Lodgable Terms and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand. By signing up for Lodgable on the Site, as part of a mobile or web application, you agree (i) that the this agreement and related documents shall be effective by electronic means, (ii) to be bound by the terms and conditions of this Agreement and related documents, (iii) that you have the ability to print or otherwise store this Agreement and related documents, and (iv) to authorize us to conduct an investigation of your credit history with various credit reporting and credit bureau agencies for the sole purpose of determining the approval of the applicant for merchant status or equipment leasing. This information is kept strictly confidential and will not be released.
You agree to allow Lodgable and the Lodgable Parties to use your name, company name, and/or logo in promotional and/or marketing materials and/or case studies and agree to allow Lodgable and the Lodgable Parties to identify you as a user and customer of Lodgable.
LAST DATE UPDATED: August 16, 2016
1. INFORMATION COLLECTION
- The information we collect from our Users is clearly set out on the web page on which we collect it. The information includes but is not limited to name, company, email address, phone number, postal address, billing address, telephone number, username, and password.
- We also collect the Internet Protocol (IP) address and Cookie information of our Users.
- We do not store credit card numbers of our Users. In order to pay for the fees related to our Services, we use third party payment processors that will store credit card numbers of our Users in a secure PCI compliant environment.
- Users may provide information of their properties that they manage or advertise using our Services. This property information, including but not limited to the property name, description, location, amenities, calendar, rates, photos and other appropriate information, is available to the public and can be viewed by any user as it serves the purpose of advertising the property. The property information may also be sent to our affiliates, subsidiaries, partners, service providers, or other third parties (Lodgable Parties) for the purpose of advertising the property.
- We may use a third party to gather information about how our Users use our Site and System.
2. INFORMATION USAGE
We collect information about our Users in order to promote the Services, customize the Services to the individual needs of our Users, understand and optimize how our Services are used, support and assist our Users in using the Services, improve the Services and contact the Users with important Service updates and to send messages that are integral to the Services. You agree that we may use your personal data for the following purposes:
- For the services or to support your request;
- To contact you from time to time with user or service updates;
- To send other messages that help us provide our services on the Site;
- To assist people you have done (or have agreed to do) business with. For example, if you are a homeowner and a guest who has booked or inquired with you needs your details we may pass them on;
- To customize, measure, report on and improve our services, content and advertising;
- To promote services related to the Site or those of the Lodgable Parties;
- To compare information for accuracy, and verify it with third parties;
- To prevent, investigate or prosecute activity we think may be potentially illegal, unlawful or harmful and
3. INFORMATION SHARING AND DISCLOSURE
- We have business partners, including but not limited to tracking companies to analyze the Website visit of our Users for our own statistical use, advertising companies to serve ads when Users visit the Websites and payment processing companies to process payments from our Users. These third parties are authorized to use the personal information of our Users only as necessary to provide these services to us. We also use demographic information to tailor the Site and we share that information with third parties so that they can build up a better picture of our customer base and general consumer trends.
- In certain circumstances we may need to disclose the personal information of our Users as required by law such as to comply with a subpoena, or similar legal process when we believe in good faith that disclosure is necessary to protect our rights, protect the safety of our users or the safety of others, investigate fraud, or respond to a government request, if we are involved in a merger, acquisition, or sale of all or a portion of its assets. We will notify our users via email and/or a prominent notice on our Website of any change in ownership or uses of personal information to any other third party with the User’s prior consent to do so.
- Information collected from our Users may be stored and processed in the United States UK, EU or other countries and by using the Services, our Users acknowledge and agree that they may be transferring their personal data outside of the country in which they have contributed it, and that they consent to any such transfer of information outside of their country.
We may also share your personal data with:
- One of our partners if you've requested their services or if you’ve requested to be provided with information by them;
- Another member if you have done business with them;
- A third party performing services on our behalf;
- Companies in the Lodgable group and/or affiliates; or
- Other companies or business entities, for example, if we are thinking of a merger with or sale to that company or business entity;
- Other companies we work with to feature all or part of our subscriber's rental units or otherwise provide promotional or other services related to Lodgable or the Lodgable Parties business. This might include featuring your listings and photographs on other websites;
- Any third party you have asked us to share your personal data with – such as Facebook, Google, or LinkedIn, if you have asked us to connect with your social media account;
You may have accessed our website through a hyperlink from the website of one of our trading partners. If so, you consent to your personal details and purchase information, including behavioral patterns, being shared with that trading partner in accordance with our contractual relationship with them.
If you sign up as a member on the Site, you may receive newsletters from Lodgable or a Lodgable Party. We may offer different newsletters from time to time intended to enhance the services we or they offer. Users may choose to stop receiving our newsletter or marketing emails anytime by following the unsubscribe instructions included in these emails, or contacting us at [email protected].
We also use surveys to collect information about our users. From time to time, we request users' input in order to evaluate potential features and services. The decision to answer a survey is completely yours. We use information gathered from surveys to improve our services.
6. MOBILE APPLICATIONS
When you download or use apps relating to our websites, we may receive information about your location and your mobile device, including a unique identifier for your device. We may use this information to provide you with location-based services, such as advertising, search results, and other personalized content. Most mobile devices allow you to turn off location services. If you have questions about how to disable your device's location services, we recommend you contact your mobile service carrier or your device manufacturer.
7. STORAGE OF ONLINE BANKING CREDENTIALS
We collect Personal Information directly from you and only obtain Personal Information from other organizations (e.g., your bank or other third-party service providers) when you provide us with the account numbers, passwords or other credentials required to retrieve the Personal Information and for the purpose of providing you with our Services. You may choose to provide your online banking information, for the purpose of importing transactions into Lodgable and reducing your manual entry workload. You may also be asked to provide banking information when setting up your merchant account to use with our point of sale system through one of our partners for the purpose of receiving or transferring money. To provide improved security and reliability, Lodgable does not store any of your bank information on our servers. Our Third party providers use encryption and secure PCI compliant storage protocols to protect Lodgable customer data. We use and disclose the Personal Information only as described in this policy and the Lodgable Terms.
8. TELEPHONE CALLS
9. INQUIRIES AND OTHER ELECTRONIC COMMUNICATIONS
Guests may send inquiries to subscribers via links on a third party listing site. Further, guests and subscribers may communicate with each other via tools on the third party site or by using lead management tools provided by Lodgable. If you choose to send an inquiry or respond through these either the third party site or lead management tools provided by Lodgable, your personal information, including your email address and any other information you supply (unless the Site specifies otherwise),will be visible to the member in question so that they might reply directly to you. Your details may also be sent to us and we have access to those communications even if you contact the member directly. If members and travelers further engage in communications through a Site, we also have access to those communications, which we monitor for trust and security purposes. Additionally, those inquiries and messages may be hosted on, be processed by or transmit through our servers. If you engage in such communications and call the other party, you may be asked to leave a return telephone number. Do not share information in the email or phone call that you are not prepared to allow such person and Lodgable to have, including, but not limited to, credit card and bank account information. In addition inquiries and messages can be sent to the individual member you selected and to our system. Our customer service team may share such communications with members. We may also from time to time, use third party e-mail servers to send and track receipt of such communications, and analyze the pattern of such communications for trust and security purposes as well as to gather data, such as inquiry and booking data (on an anonymous basis), to assist us in better understanding our business.
The security of our Users’ personal information is important to us. When our Users enter sensitive information (such as credit card number) on our order forms, we encrypt the transmission of that information using secure socket layer technology (SSL). We take reasonable steps to protect our User’s information and have security measures in place to protect our user database and access to this database is restricted internally. However, it remains your responsibility:
- To protect against unauthorized access to your use of the Site;
- To ensure no-one else uses the Site while your machine is logged on to the Site (including by logging on to your machine through a mobile, Wi-Fi or shared access connection you are using);
- To log off or exit from the Site when not using it;
- Where relevant, to keep your password or other access information secret. Your password and login details are personal to you and should not be given to anyone else or used to provide shared access for example over a network; and
- To maintain good internet security. For example, if your email account or Facebook account is compromised this could allow access to your account with us if you have given us those details and/or permitted access to those accounts. If your email account is compromised it could be used to ask us to reset a password and gain access to your account with us. You should keep all of your account details secure. If you think that any of your accounts has been compromised you should change your account credentials with us, and in particular make sure any compromised account does not allow access to your account with us. You should also tell us as soon as you can so that we can try to help you keep your account secure and if necessary warn anyone else who could be affected.
If you have asked us to share data with third party sites, however (such as Facebook) their servers may not be secure. Credit card information is generally stored by our credit card processing partners and we ask them to keep that data secure. We also use third parties to help us optimize our website flow, content and advertising.
Please note that no data transmission over the Internet or information storage technology can be guaranteed to be totally secure. As a result, whilst we strive to protect our User’s information, we cannot ensure or warrant the security of any information which they send to us, and the Users do so at their own risk.
11. PHISHING OR FALSE EMAILS
If you receive an unsolicited email that appears to be from us or one of our members that request personal information (such as your credit card, login, or password), or that asks you to verify or confirm your account or other personal information by clicking on a link, that email was likely to have been sent by someone trying to unlawfully obtain your information, sometimes referred to as a "phisher" or "spoofer." We will send you an email to activate your account, but will not ask for personal information via email. If you receive a message asking for personal information, do not provide the information. Please contact us at [email protected] if you get an email like this.
13. LINKS TO THIRD PARTY WEBSITES
Our website includes links to third party websites whose privacy practices may differ from ours. If Users submit personal information to any of those sites, the User information is governed by their privacy statements.
14. INFORMATION ACCESS AND UPDATE
Users can view and edit their account information we have about them at any time via their account on the Lodgable System.
16. HOW LONG DO WE KEEP YOUR PERSONAL DATA?
Last Date Updated: April 5, 2017
Lodgable, Inc. has developed its proprietary technology which will, among other things, facilitate the display of information regarding vacation rental properties on the websites of its various partners. Lodgable partners are commonly known as “Online Travel Agency Partners,” “OTA” or “Travel Sites”. “Supplier” is a property manager, owner or aggregator of vacation rental properties. Supplier wishes to cause its vacation rental property (the “Property” or "Properties”) to be rented for occasional use by third party lessees by listing the Property for rent on the websites of the OTA or any subdomain of those sites or related sites, known herein as the “Travel Sites”. The information about the Property, such as property description, rental pricing, availability, pictures and information about how the properties may be rented is called “Property Content .”
The purpose of this agreement is to set forth the terms and conditions upon which Supplier will provide to Lodgable the Property Content , and upon which Lodgable will provide to Supplier a method to interact with Lodgable as well as with other OTAs when the Property Content is viewed by potential renters of the Property or Properties and how the parties will report and account for transactions relating to Property Content.
By using or accessing any of the Travel Sites, Supplier acknowledges that Supplier agrees to and is subject to the following terms and conditions, as well as all of the Lodgable Terms, and each OTA Terms. If Supplier does not fully agree to these Terms, Supplier is not authorized to access or otherwise use, directly or indirectly, the Travel Sites via the Lodgable Platform.
As noted above, Supplier is a property manager, owner or aggregator of various Properties. Supplier agrees that where an owner is required to take certain action on behalf of a Property which Supplier represents in this agreement. Supplier shall cause the Property Owner to be contractually obligated to take the action required hereunder.
This agreement and all of the Lodgable Terms constitute a legally binding agreement between the Supplier and Lodgable. Supplier is not authorized to use the Lodgable System and/or Travel Sites unless Supplier is able and authorized to enter into legally binding contracts on its behalf or on behalf of any owner. Supplier represents that it has the authorization to commit such Property Owner to the terms, conditions and obligations in these Terms prior to utilizing the Lodgable System.
These general delivery terms form an integral part of the Lodgable Supply Partner Agreement entered into between Supplier and Lodgable, Inc. (each a "Party" and collectively the "Parties").
In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement.
"Lodgable System" means the website(s), apps, tools, platforms or other devices of Lodgable on which the Service is made available.
"Customer Service" means the customer service desk of Lodgable which can be reached at [email protected] or such other address as set out in this Agreement.
"Direct Debit" means the instruction given by the Supplier to its bank such that Lodgable is authorized to collect the relevant amount under this Agreement directly from the bank account, credit card account, or other payment method supplied to Lodgable by the Supplier.
"Guest" means a visitor of the System, or a customer or guest of the Property.
"Intellectual Property Right" means any patent, copyright, inventions, database rights, design right, registered design, trademark, 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.
“Net Rate” or “Net Rate Program” means the Rate per night, as entered by the Supplier into the Lodgable Platform, excluding all Service Fees. The net rate will establish a nightly base rate for an accommodation that a Supplier will be paid for the rental of a property, exclusive of additional fees not included in the rack rate.
“Rack Rate” means the final Rate per night that a Guest must pay for a one night rental at a property including the Lodgable Service Fee. The rack rate will establish a nightly rate parity for reselling of an accommodation on a per night basis. Lodgable, its Authorized Partners, Travel Sites, and OTAs may mark up the rack rate above the rate parity. The Supplier may charge additional fees to cover cleaning and other guest expenses. These additional fees are separate from the rack rate.
“Net Fee” means the additional fees entered into the Lodgable Platform, by the Supplier, to help cover cleaning and other guest expenses (“Additional Fee”). The amount entered by the Supplier into the Lodgable Platform, associated with each additional fee, will establish what will be paid to the Supplier.
“Rack Fee” means the final rate of the additional fees entered into the Lodgable Platform, by the Supplier, including the Lodgable Service Fee. Lodgable increases the Net Fee to help cover the processing and administrative costs associated with the Supplier’s account. Rack fees will only be used on external sites, outside of the Lodgable Platform. Travel Sites may not mark up the Rack Fee above the rate published by Lodgable. Not all additional fees are accepted universally across all Travel Sites. When a Travel Site does not accept an additional fee, Supplier is expected to charge the Guest directly.
"Systems" means the website(s), apps, tools, Systems and/or other devices of business partners on or through which the Service is (made) available.
“Lodgable Platform” means the software that is used by the Supplier to facilitate the management of properties, including pictures, photos and descriptions, the property’s amenities and services, details of the rates (including all applicable taxes, levies, surcharges and fees) and availability, cancellation and no-show policies and other policies and restrictions.
“Rate” means the rate per night that a Guest must pay for a one night rental at a property, which is listed in the Lodgable Platform.
"Service" means the online reservation system of Lodgable through which Suppliers can make properties available for reservation, and through which Guests can make reservations at such Properties.
“Channel Manager” means the tools offered to the supplier that allows them to distribute their rental(s) to multiple travel sites and manage their settings from one location.
2.1 Property Content
2.1.1 Information provided by the Supplier for inclusion on the Lodgable System shall include information relating to the Property (including pictures, photos and descriptions), its amenities and services, details of the rates (including all applicable taxes, levies, surcharges and fees) and availability, cancellation and no-show policies and other policies and restrictions (the "Property Content ") and shall comply with formats and standards provided by Lodgable. The Property Content shall not contain any telephone or fax numbers or email (including skype) address or social media website/app/System (including twitter and Facebook), with direct references to the Supplier or its websites, apps, System, tools or other devices, or to websites, apps, System, tools or other devices of third parties. Lodgable reserves the right to edit or exclude any information on becoming aware that it is incorrect or incomplete or in violation of the terms and conditions of this Agreement.
2.1.2 The Supplier represents and covenants that the Property Content shall at all times be true, accurate and not misleading. The Supplier is at all times responsible for a correct and up-to-date statement of the Property Content or any extraordinary (material adverse) events or situations (e.g. renovation or construction at or near the property). The Supplier shall update the Property Content on a monthly basis (or such more frequent basis as may be required) and may –at any time– change the net rates of its properties via the Lodgable Platform for future bookings. Supplier will obtain appropriate copyrights and notices for the Property Content, and shall not violate the copyrights or other Intellectual Property Rights of others in the Property Content or in the transactions contemplated by this Agreement. Supplier will maintain an appropriate review of Property Content throughout the listing period.
2.1.3 The information provided by the Supplier for the Lodgable System shall remain the exclusive property of the Supplier. Information provided by the Supplier may be edited or modified by Lodgable for translation into other languages, whereas the translations remain the exclusive property of Lodgable. The edited and translated content shall be for the exclusive use by Lodgable on the Lodgable System and shall not be used (in any way or form) by the Supplier for any other distribution or sales channel or purposes.
2.1.4 Unless Lodgable agrees otherwise, all changes, updates and/or amendments of the Property Content (including rates, availability, rooms) shall be made by the Supplier directly and through the Lodgable Platform or such other ways as Lodgable may reasonably indicate. Updates and changes to property content will be as soon as reasonably possible processed by Lodgable and OTA partners.
2.1.5 Lodgable does not own or manage, nor does Lodgable contract for, any vacation rental property listed on the Travel Sites. The Travel Sites act as an independent venue to allow Suppliers who advertise on the Travel Sites to offer for rent in a variety of pricing formats, a specific vacation rental property to potential renters (“travelers”). Lodgable is not a party to any rental or other agreement between travelers and Suppliers.
As a result, any part of an actual or potential transaction between a Guest and a Property Owner or the Supplier, including the quality, condition, safety or legality of the properties advertised, the truth or accuracy of the listings (including the content thereof or any property or guest book review), the ability of Property Owner or Suppliers to accept an offer to rent a vacation property is solely the responsibility of each Supplier and Property Owner.
2.1.6 Suppliers will cause the owners of any Property to agree that they are responsible for and agree to abide by all laws, rules and regulations applicable to the advertisement of their rental property and the conduct of their rental business, including but not limited to taxes, permit or license requirements, zoning ordinances, safety compliance and compliance with all anti-discrimination and fair housing laws, as applicable. Supplier acknowledges that even though Lodgable is not a party to any rental transaction and assumes no liability for legal compliance pertaining to rental properties listed on the Travel Sites, there may be circumstances where Lodgable is nevertheless legally obligated (as we may determine in our sole discretion) to provide information relating to the Property or the Property Content in order to comply with governmental bodies in relation to investigations, litigation or administrative proceedings, and we may choose to comply with or disregard such obligation in our sole discretion.
2.1.7 Supplier will inform travelers about the location they wish to visit and present travel prohibitions, warnings, announcements and advisories issued by the United States Government or any other governmental entity that Supplier is aware of or should be aware of, prior to booking a reservation with a traveler.
2.1.8 If any user contributed content created by Supplier or a Property owner is translated for display on any Travel Site, the Supplier or Property owner is solely responsible for the review and accuracy of such translation.
2.2 Parity and room restrictions
2.2.1 The Supplier shall give Lodgable marketing fee, net rate and availability parity ("Parity").
Marketing Fee Parity means the same or better booking service fee for the service(s) that Lodgable is providing to Supplier as may be provided by any competitor of Lodgable and/or with any other (online or offline) third party that is a business partner of or in any other way related with or connected to the Supplier.
Rate or Net Rate Parity means the same or better rates for the same property, same dates, same or better restrictions and policies such as breakfast, reservation changes and cancellation policy as are available on the Supplier’s websites, apps or call-centers (including the customer reservation system), or directly at the Property, with any competitor of Lodgable (which includes any online or offline reservation or booking agency or intermediary) and/or with any other (online or offline) third party that is a business partner of or in any other way related with or connected to the Supplier. Rate parity does not apply in respect of rates intended for a closed user group ("closed user group" means a group with defined limitations where membership is not automatic and where: (a) consumers actively opt in to become a member, (b) any online or mobile interface used by closed user group members is password protected, (c) closed user group members have completed a customer profile, and (iv) the consumer to which the rate is offered or made available already made at least one prior booking as a member of the closed user group) provided that such rates are not (directly or indirectly) publicly (made) available. In the event that a closed user group rate is (directly or indirectly) publicly (made) available (by the Supplier, a (direct/indirect) competitor of Lodgable or on any third party (System) (including any (meta) search engine or price comparison website), Lodgable is entitled to rate parity for such rate.
Availability Parity means that the Supplier shall provide Lodgable with such availability (i.e. properties available for booking on the System) that are at least as favorable as those provided to any competitor of Lodgable (which includes any online or offline reservation or booking agency or intermediary) and/or with any other (online or offline) third party that is a business partner of or in any other way related with or connected to the Supplier.
2.2.2 The restrictions and conditions (including the rate) for properties made available for reservation on the Lodgable System shall at all times be in accordance with Clause 2.2.1 and make sense for all parties involved (including Guests).
2.2.4 Within the spirit of this Agreement and subject at all times to the availability parity set out in Clause 2.2.1, the Supplier is encouraged to provide Lodgable with fair access to all properties (including various policies and restrictions) and rates available during the term of the Agreement (during periods of low and high demand (including during fairs, congresses and special events))
2.3 Service Fee
2.3.1 For each online reservation made, via an OTA, Integrated Lodgable Website, or on the Lodgable Platform by a Guest for a Property, the Supplier shall pay Lodgable a service fee (the "service fee") calculated in accordance with Clause 7.1 on the Payment Terms Agreement.
The Supplier by default is enrolled in the Guest Booking Fee Program as referred to in Section 7 of the Lodgable Payment Terms Agreement. If the Supplier chooses not to participate in the Guest Booking Fee Program, the Supplier agrees to pay Lodgable the entire service fee.
2.3.2 By using Lodgable, you agree to the “Net Rate Program” as defined above, Supplier will accept the markup by Lodgable of the rate Supplier is willing to accept, so that the rate Supplier receives will be sufficient to cover any service fees and fees that may be due as a result of the rental. In the event that Supplier chooses to modify its option to charge Net Rates, Supplier shall nevertheless be obligated to pay service fees at the rates calculated for any reservations completed.
2.4 Service Fee Payments
In consideration for the use of Lodgable’s platform, Lodgable charges Service Fees. Lodgable Payment Services (“LPS”) collects these Service Fees pursuant to the Payment Terms, and, where applicable, may also collect Taxes (such as VAT in Europe) in respect of the Supplier Fees and guest related fees. LPS deducts the Supplier Fees from the Accommodation Fees before remitting the balance to the Supplier as described in the Payment Terms.
2.5 Reservation, Guest Reservation, and Complaints
2.5.1 When a reservation is made by a Guest on the System, the Supplier shall receive a confirmation in the form of a new reservation on the Lodgable Platform for every booking made via Lodgable, its Authorized Partners, or external Travel Sites, which confirmation shall include the date of arrival, the number of nights, the property address, the rate, the Guest's name and address (collectively "Customer Data"). Lodgable is not responsible for the payment obligations of the Guests relating to their (online or offline) reservation.
2.5.2 By making a reservation through the Systems, a direct contract (and therefore legal relationship) is created solely between the Supplier or the Property owner, on the one hand, and the Guest (the "Guest Reservation"). Lodgable is not a party to the Guest Reservation.
2.5.3 The Supplier and the Property Owner shall be bound to accept a Guest as its contractual party, and to handle the online reservation in compliance with the Property Content (including rate) contained on the Systems at the time the reservation was made and the reservation confirmation, including any supplementary information and/or wishes made known by the Guest.
2.5.4 Other than the fees, extras and surcharges as set out in the confirmed booking, the Supplier and the Property shall not charge the customer any transaction/administration fee or charge for the use of any payment method (e.g. credit card charge).
2.5.5 Complaints or claims in respect of (the products or service offered, rendered or provided by) the Property or specific requests made by Guests are to be dealt with by the Supplier and the Property owner, without mediation by or interference of Lodgable. Lodgable is not responsible for and disclaims any liability in respect of such claims from the Guests.
2.5.7 Supplier agrees that they or their Property owners have or will obtain the appropriate liability and property insurance coverage sufficient to cover the rental of the properties they list on the Travel Sites prior to the arrival of their first traveler and will maintain adequate insurance coverage through the departure date of any traveler they have obtained via one of our Travel Sites. Supplier agrees to provide Lodgable with copies of relevant proof of coverage upon request.
2.6 Overbooking, Cancellation, and Property Availability
2.6.1 The Supplier shall provide the property booked and in the event that the Supplier is not able to meet its obligations under this Agreement for any reason whatsoever, the Supplier will:
(a) find suitable alternative accommodation of an equal or better standard to the Property holding the Guest‘s guaranteed booking;
(b) 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
(c) reimburse and compensate Lodgable, OTA and/or the Guest for all reasonable costs and expenses (e.g. costs alternative accommodation, transportation, telephone costs) made, suffered, paid or incurred by the Guest, OTA and/or Lodgable due to or caused by the overbooking. Any amount charged by Lodgable in this respect shall be paid within 14 days after receipt of the invoice.
2.6.2 The Supplier and the Property Owner are not allowed to cancel any online reservation.
2.6.3 Cancellations made by Guests before the time and date beyond which a cancellation fee applies will not accrue or be entitled to earn a service fee. Cancellations made by Guests after the time and date beyond which a cancellation fee applies will be entitled to service fee in accordance with the terms of this Agreement.
2.7 Credit Card – Merchant of Record guarantee
2.7.1 Supplier agrees to be the merchant of record in all cash, credit card, debit card, ACH, electronic funds transfer or any other transaction and accept all liability when it comes to accepting, refunding, and issuing any funds to a guest or other buyer.
2.7.2 As a Merchant of Record, Supplier shall at all times accept all major credit cards (including MasterCard, Discover, Visa, and American Express), eChecks (ACH) and Electronic Funds Transfers (ETF) unless a payment method is not supported by Lodgable. Supplier shall be responsible for the verification of the validity of credit card details, whether or not those details and any authorization token is provided to Supplier by any other party, including Lodgable. Lodgable will not be responsible for the validity of any charging authorization token or other approval provisionally provided by any financial institution to Supplier. Supplier shall, upon completion of a transaction, promptly notify the guest and Lodgable that a credit card charge has occurred, giving the details of the transaction to Lodgable.
2.7.3 Supplier shall transfer the net amount owed to the owner, after giving effect to the service fees owed by Supplier to Lodgable and any OTA and any third party vendors of Supplier.
2.74 Supplier shall be responsible for charging a cancellation fee to guest pursuant to the policies of Supplier and/or Lodgable and shall be responsible for paying the service fees on such cancellation fees to Lodgable, any OTA and any third party vendors of Supplier.
2.7.5 In addition the indemnifications herein, as a Merchant of Record, Supplier shall indemnify and hold harmless Lodgable for any claim for any transaction where Supplier has accepted a payment or security deposit from any Guest. Furthermore, Supplier shall immediately refund any payment amount where it is shown Supplier has no legal right to retain such payment, or where a final determination has been made that Supplier must refund such payment to the Guest and shall not offset any amount owed to Lodgable as a result of such payment. Supplier will follow the rules of this Agreement in determining whether any service fee paid to Lodgable may be deducted from such refund. Supplier agrees that any dispute with the Guest is between the Supplier and Guest and not Lodgable.
2.8 Securitization of Credit Card Data
2.8.1 As the Merchant of Record, or if Supplier accepts any payment transaction related to any Property hereunder, the Supplier is required to comply, and to have its service providers comply on an ongoing basis, with the requirements, compliance criteria and validation processes as set forth in the Payment Card Industry ("PCI") Data Security Standard as promulgated from time to time by the major credit card companies.
2.8.2 The Supplier acknowledges that it is responsible for the security of cardholder data it processes within the context of this Agreement as a Merchant of Record or otherwise and Lodgable acknowledges that it is responsible for the security of cardholder data it processes within the context of this Agreement.
2.9 Direct marketing to Guests
The Supplier agrees not to specifically target Guests that have been obtained via Lodgable in either online or offline marketing promotions or solicited or unsolicited mail.
2.11 Single OTA Contract
2.11.1 Lodgable by default enrolls each Supplier in a universally shared OTA account upon registering for the Lodgable platform. This account is connected to multiple OTAs.
2.11.2 Supplier agrees that they have designated Lodgable as a limited booking agent for the purpose of making channel management and property distribution simpler. Supplier agrees that Lodgable can enter into agreements with each OTA on behalf of the Supplier. Supplier agrees to be bound by all current and future OTA terms for as long as they have an active account on the Lodgable Platform. The Supplier, not Lodgable, agrees to honor all bookings, respond to all guest communications, to take upon themselves all liability, and fulfill all other activities that come with renting a property to a guest.
2.11.3 The Supplier must maintain high guest reviews on the OTA sites to remain eligible to advertise their rentals. Supplier agrees that 60% of their bookings will receive a 5-star rating (“5 Star Commitment”), they will respond to guests within 24 hours, 90% of the time (“Response Rate”), and maintain a 4.3 average rating (“Average Rating.”) Failure to meet these criteria will result in Lodgable or the OTA revoking your ability to use the channel manager and/or advertise your rentals on some or all travel sites through the Lodgable Platform. Supplier agrees that Lodgable is not responsible for any losses that result from being removed from the OTAs or platform.
2.12 Multiple OTA Contracts
2.12.1 At any time, the Supplier can request to connect their own OTA accounts to Lodgable if they do not wish to take advantage of the Single OTA Contract benefits.
3.License and Proprietary Rights
3.1 The Supplier hereby grants Lodgable a non-exclusive, royalty free and worldwide right and license (or sublicense as applicable):
(a) to use, reproduce, have reproduced, distribute, sublicense, communicate and make available in any method and display those agreed upon elements of the Intellectual Property Rights of the Supplier as provided to Lodgable by the Supplier pursuant to this Agreement and which are necessary for Lodgable to exercise its rights and perform its obligations under this Agreement; (b) to use, reproduce, have reproduced, process, distribute, sublicense, display and utilize (including without limitation to publicly perform, modify, adapt, communicate, reproduce, copy and make available to the public in any manner whatsoever) the Property Content.
3.2 Suppliers and Property owners are granted a limited, revocable, non-exclusive license to access the OTA Sites and the content and services provided on the Travel Sites solely for the purpose of advertising a vacation rental property, making their Property Content available for view, participating in an interactive area hosted on any Travel Site or for any other purpose clearly stated on a Travel Site, all in accordance with the Terms. Any use of the Travel Sites that is not for one of these purposes or otherwise in accordance with the Terms or as otherwise authorized by us in writing is expressly prohibited.
3.3 Lodgable may sublicense, make available, disclose and offer the Property Content (including the relevant Intellectual Property Rights) of the Supplier and special offers made available by the Supplier on the Lodgable Systems and all such further rights and licenses set out in this Agreement via or in collaboration with (the websites, apps, System, tools or other devices of) affiliated companies and/or third parties (the "Third Party Systems").
3.4 In no event shall Lodgable be liable to the Supplier for any acts or omissions on the part of any Third Party Systems. The sole remedy for the Supplier in respect of such Third Party Systems is (a) to request Lodgable (which has the right and not the obligation) to disable and disconnect with such Third Party System, or (b) termination of this Agreement, all in accordance with the terms of this Agreement.
3.5 Supplier will obtain appropriate copyrights and notices for the Property Content, and shall not violate the copyrights or other Intellectual Property Rights of others in the Property Content or in the transactions contemplated by this Agreement.
3.6 The license to use the Travel Sites only extends to the uses expressly described herein. The license to use the Travel Sites granted to users in these Terms does not include any right of collection, aggregation, copying, scraping, duplication, display or derivative use of the Travel Sites nor any right of use of data mining, robots, spiders or similar data gathering and extraction tools without our prior written permission; provided, however, that a limited exception from the foregoing exclusion is provided to general purpose internet search engines that use tools to gather information for the sole purpose of displaying hyperlinks to the Travel Sites, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with our robots.txt file. "General purpose internet search engines" do not include a website or search engine or other service that provides classified listings or property rental advertisements, or any subset of the same or which is in the business of providing vacation property rental services or other services that compete with us.
Unauthorized uses of the Travel Sites also include, without limitation, those listed below. Supplier agree not to do any of the following, unless otherwise previously authorized by Lodgable in writing:
- Copy, reproduce, upload, post, display, republish, distribute, or transmit any part of the content in any form whatsoever;
- Reproduce any portion of the Travel Sites on websites of the Supplier or otherwise, using any device including, but not limited to, use of a frame or border environment around the Travel Sites, or other framing technique to enclose any portion or aspect of the Travel Sites, or mirror or replicate any portion of the Travel Sites;
- Deep-link to any portion of the Travel Sites without our express written permission;
- Modify, translate into any language or computer language, or create derivative works from, any content or any part of the Travel Sites;
- Reverse engineer any part of the Travel Sites;
- Sell, offer for sale, transfer, or license any portion of the Travel Sites in any form to any third parties;
- Use any robot, spider, scraper, other automatic device, or manual process to monitor, copy, or keep a database copy of the content or any portion of the Travel Sites;
- Use the Travel Sites and its inquiry functionality other than to advertise and/or research vacation rentals, to make legitimate inquiries to our owners or any other use expressly authorized on the Travel Sites;
- Use the Travel Sites or post or transmit information that is in any way false, fraudulent, or misleading, including making any reservation or inquiry under false pretenses, or taking any action that may be considered phishing or that would give rise to criminal or civil liability;
- Post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic or profane material;
- Violate, plagiarize or infringe the rights of us or third parties including, without limitation, copyright, trademark, patent, trade secrets, rights of publicity or privacy or any other intellectual or proprietary rights; or
- Use or access the Travel Sites in any way that, in Lodgable’s sole discretion, adversely affects or could adversely affect the performance or function of the Travel Sites or any other system used by us or the Travel Sites.
- Lodgable does not permit, condone, or tolerate the posting of any content on the Travel Site that infringes any person's copyright. Lodgable will terminate, in appropriate circumstances, a Supplier who is the source of repeat infringements of copyright.
- By submitting or authorizing user contributed content or Property Content , Supplier grants to Lodgable a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free and fully paid- up license to use, copy, license, sublicense (through multiple tiers), adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit the copy, the photographs and the likenesses (if any) of any user contributed content, in connection with business of Lodgable or any of its affiliates.
- Supplier further grants Lodgable the ability to copyright and protect the user contributed content, including the images, copy, and content available via any owner’s listing, from the unauthorized use by unaffiliated third parties who may, from time to time, attempt to pirate such information via electronic or other means. This includes, but is not limited to, the right to file suit to seek injunctive relief to protect such material. Supplier further agrees to assist us-at our expense and control-to protect such copyrighted material from unauthorized redistribution.
- Supplier agrees that Lodgable may sublicense all the rights granted to Lodgable under these Terms to one or more third parties Lodgable may contract with to display all or part of the Property Content or otherwise provide promotional or other services related to our business. Supplier expressly acknowledges that Lodgable will transmit the Property Content for display on the OTA Websites.
4.Guest Reviews and Marketing
4.2 Guest reviews
4.2.1 Guests which have stayed at the Property may be asked by Lodgable or designated Third Party to comment on their stay at the Property and to provide a score for certain aspects of their stay.
4.2.2 Lodgable reserves the right to post these comments and scores on the Systems. The Supplier acknowledges that Lodgable is a distributor (without any obligation to verify) and not a publisher of these comments.
4.2.3 Lodgable undertakes to use its best efforts to monitor and review Guest reviews in respect of obscenities or the mention of an individual’s name. Lodgable reserves the right to refuse, edit or remove unfavorable reviews in the event that such reviews include obscenities or mention an individual’s name.
4.2.4 Lodgable will not enter into any discussion, negotiation or correspondence with the Supplier in respect of (the content of, or consequences of the publication or distribution of) the Guest reviews.
4.2.5 Lodgable shall not have and disclaims any liability and responsibility for the content and consequences of (the publication or distribution of) any comments or reviews howsoever or whatsoever.
4.3 (Online) marketing and PPC advertising
4.3.1 Lodgable is entitled to promote the Property using the name of the Supplier or the Property in online marketing, including email marketing and/or pay-per-click (PPC) advertising. Lodgable runs online marketing campaigns at its own costs and discretion.
4.3.2 The Supplier is aware of the working methods of search engines, such as spidering of content and ranking of URLs. Lodgable agrees that if the Supplier becomes aware of behavior by Third Party Systems that breaches the Supplier’s Intellectual Property Rights, then the Supplier will notify Lodgable in writing with details of the conduct and Lodgable will use its commercially reasonable endeavors to ensure that the relevant third party takes steps to remedy the breach.
4.3.3 The Supplier agrees not to specifically target the Lodgable brand directly through keyword purchases that use Lodgable’s Intellectual Property Rights.
5.Representations and Warranties
5.1 The Supplier represents and warrants to Lodgable that for the term of this Agreement:
(a) the Supplier has all necessary rights, power and authority to use, operate, own (as applicable), (sub)license and have Lodgable make available on the Systems (a) the relevant property, and (b) the Intellectual Property Rights in respect of, as set out or referred to in the Property Content made available on the Systems;
(b) the Supplier holds and complies with all permits, licenses and other governmental authorizations and requirements necessary for conducting, carrying out and continuing its operations and business and making the Supplier available on the Systems for reservation (including for short term stay), and 5.2 Each Party represents and warrants to the other Party that for the term of this Agreement:
(c) it has the full corporate power and authority to enter into and perform its obligations under this Agreement;
(d) it has taken all corporate action required by it to authorize the execution and performance of this Agreement; and
(e) this Agreement constitutes legal valid and binding obligations of that Party in accordance with its terms.
5.3 Except as otherwise expressly provided in this Agreement, neither Party makes any representations nor warranties, express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter.
5.4 Lodgable disclaims and excludes any and all liability in respect of the Supplier which is related to any (temporary and/or partial) breakdown, outages, downtime, interruption or unavailability of the Systems, the Service and/or the Lodgable System.
6.COMPLIANCE WITH LAWS, POLICIES, AND REGULATIONS
6.1 Each Party shall comply with all applicable governmental laws, codes, regulations, ordinances and rules of the country, state or municipal under which law the relevant Party is incorporated with respect to the products (to be) offered and/or services (to be) rendered by such Party. Supplier will ensure that the owner of any Property managed by Supplier will also comply as required hereunder.
6.3 The OTA WebSites may be independent third parties who are not an affiliate of Lodgable in the United States. Nevertheless, software available on the Travel Sites (the "Software") is subject to United States export controls. No Software available on the Travel Sites or software available any other Travel Sites operated by Lodgable or an affiliate of Lodgable in the United States may be downloaded or otherwise exported or re-exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the United States has embargoed goods, or (b) anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. By using the Travel Sites, Supplier represents and warrants that neither Supplier nor any Property Owner represented by Supplier is not located in, under the control of, or a national or resident of any such country or on any such list.
6.4 Supplier will ensure that Supplier and each Property owner represents and covenants that all information submitted to Lodgable during such Supplier’s registration shall be true and correct. Each Supplier agrees to promptly provide proof of authority to list the property as we may request.
Supplier will contractually require that each Property owner further represent and covenant that: (a) it owns and/or has all necessary rights and authority to offer for rent and to rent the property listed by such owner; (b) it will not wrongfully withhold a rental deposit in breach of the underlying rental agreement; (c) that it will accurately describe the subject rental property and will not fail to disclose a material defect in, or material information about, a rental property; (d) that it will not wrongfully deny access to the listed property; and (e) that it will not fail to provide a refund when due in accordance with the underlying rental agreement. Upon Lodgable’s reasonable request, each owner agrees to promptly provide to Lodgable proof of personal identification, proof that the condition, location, or amenities associated with the property are accurately described in the listing, proof of ownership of the property listed on the Travel Sites, and/or proof of authority to list the property as Lodgable may request.
7.Indemnification and Liability
7.1 Each Party (the "Indemnifying Party") shall be liable towards, and compensate, indemnify and hold the other Party (or its directors, officers, employees, agents, affiliated companies and subcontractors) (the "Indemnified Party") harmless for and against any direct damages, losses (excluding any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any special, indirect or consequential losses and/or damages), liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings and expenses (including, without limitation, reasonable attorneys’ fees and expenses) actually paid, suffered or incurred by the Indemnified Party pursuant to:
(a) a breach of this Agreement by the Indemnifying Party, or
(b) any claim from any third party based on any (alleged) infringement of the third party's Intellectual Property Right by the Indemnifying Party.
The limitations of liability in this Section 7 shall apply to any claim arising hereunder between the parties.
7.2 Supplier shall fully indemnify, compensate and hold Lodgable (or its directors, officers, employees, agents, affiliated companies and subcontractors) harmless for and against any liabilities, costs, expenses (including, without limitation, reasonable attorneys’ fees and expenses), damages, losses, obligations, claims of any kind, interest, penalties and legal proceedings paid, suffered or incurred by Lodgable (or its directors, officers, agents, affiliated companies and subcontractors) in connection with:
(a) all claims made by Guests concerning inaccurate, erroneous or misleading information of the Supplier on the Systems;
(b) all claims made by Guests concerning or related to a stay in the Property, overbooking or (partly) cancelled or wrong reservations or repayment, refund or recharge of the property Price;
(c) all other claims from Guests which are wholly or partly attributable to or for the risk and account of the Supplier (including its directors, employees, agents, representatives and the premises of the Property) (including claims related to (lack of) services provided or product offered by the Property) or which arise due to tort, fraud, willful misconduct, negligence or breach of contract (including the Guest Reservation) by or attributable to the Property (including its directors, employees, agents, representatives and the premises of the Property) in respect of a Guest or its property;
(d) any claims related to Supplier’s failure to promptly pay service fees owed to Lodgable and to make any refunds to Guests or payments to Property Owners relating to funds collected by Supplier; and
(e) all claims against Lodgable in relation to or as a result of the failure of the Supplier or the Property owner to pay, collect, remit or withhold any applicable Taxes, fees and (sur)charges levied or based on the services or other charges hereunder in the relevant jurisdiction.
7.3 Except as otherwise provided for in this Agreement, the maximum liability of Lodgable to Supplier in aggregate for all claims made against such party under or in connection with this Agreement in a year shall not exceed the aggregate service fee received or paid by such Party in the preceding six months or USD 5,000 (whichever is higher). Parties agree and acknowledge that these limitations of liability shall not apply to claims by Lodgable against Supplier for claims for service fees not paid by Supplier or for claims by Lodgable that Supplier has not distributed funds it has collected from guests and not distributed them as required by this Agreement.
7.4 In the event of a third party claim, Parties shall act in good faith and use their commercially reasonable efforts to consult, cooperate and assist each other in the defense and/or settlement of such claim, whereas the indemnifying Party shall be entitled to take over a claim and assume the defense (in consultation and agreement with the indemnified Party and with due observance of both Parties' interests), and neither Party shall make any admission, file any papers, consent to the entry of any judgment or enter into any compromise or settlement without the prior written consent of the other Party (which shall not unreasonably be withheld, delayed or conditioned).
7.5 Each Party acknowledges that remedies at law may be inadequate to protect the other Party against any breach of this Agreement and without prejudice to any other rights and remedies otherwise available to the other Party, each Party will be entitled to injunctive relief and specific performance.
7.6 IN NO EVENT WILL LODGABLE, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, CONSULTANTS, AGENTS AND/OR EMPLOYEES (COLLECTIVELY, "LODGABLE"), OR ANY THIRD PARTY PROVIDER OF A SERVICE OR TOOL OFFERED ON THE Lodgable System (EACH A "THIRD PARTY PROVIDER"), BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM (A) THE USE OF THE LODGABLE System, (B) THESE TERMS, (C) ANY BREACH OF THESE TERMS BY SUPPLIER OR A THIRD PARTY, (D) USE OF THE Travel SiteS, TOOLS OR SERVICES LODGABLE PROVIDE RELATED TO THE BUSINESS LODGABLE OPERATE ON THE Travel SiteS BY SUPPLIER OR ANY THIRD PARTY (E) ANY USER CONTRIBUTED CONTENT, (F) INTERACTION BETWEEN THE LODGABLE System AND THE Travel SiteS, INCLUDING WITHOUT LIMITATION A SOCIAL MEDIA SITE, FACILITATED BY A TOOL OR SERVICE ON THE LODGABLE SYSTEM, (G) ANY FUNDS COLLECTED BY SUPPLIER OR AN AGENT OF SUPPLIER RELATING TO A PROPERTY, AND/OR (H) ANY ACTUAL OR ATTEMPTED COMMUNICATION OR TRANSACTION BETWEEN USERS, IN EACH CASE, EVEN IF LODGABLE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) STRICT LIABILITY, (4) TORT, (5) NEGLIGENCE, OR (6) ANY OTHER CAUSE OF ACTION, TO THE MAXIMUM EXTENT SUC H EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. THESE EXCLUSIONS DO NOT APPLY, HOWEVER, TO AN ACTION BY A PARTY TO RECOVER AMOUNTS OWED AS A RESULT OF THE COLLECTION BY ONE PARTY OF FUNDS FROM A GUEST AT A PROPERTY.
IF SUPPLIER IS DISSATISFIED WITH THE TRAVEL SITES, OR SUPPLIER DOES NOT AGREE WITH ANY PART OF THE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US OR ANOTHER USER OF THE TRAVEL SITES WITH RESPECT TO THESE TERMS OR THE TRAVEL SITES, THEN SUPPLIER’S SOLE AND EXCLUSIVE REMEDY AGAINST US IS TO DISCONTINUE USING THE TRAVEL SITES. IN ALL EVENTS, THE LIABILITY OF LODGABLE OR ANY OWNER OF LODGABLE, TO SUPPLIER OR ANY THIRD PARTY IN ANY CIRCUMSTANCE ARISING OUT OF OR IN CONNECTION WITH THE TRAVEL SITES IS LIMITED TO THE GREATER OF THE AMOUNT OF SERVICE FEES YOU PAY TO US IN THE SIX MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY .
SUPPLIER WARRANTS THAT EACH OWNER IS AWARE OF AND HAS ACCEPTED THESE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES IN PARAGRAPH 16 BELOW.
THE TRAVEL SITES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE TRAVEL SITES, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, LODGABLE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE TRAVEL SITES OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE TRAVEL SITES, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE TRAVEL SITES OR ANY LINKED TRAVEL SITES, EVEN IF LODGABLE BECOMES AWARE OF ANY SUCH BREACHES. FURTHER, LODGABLE EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. LODGABLE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE TRAVEL SITES OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE Travel SiteS OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
SUPPLIER ACKNOWLEDGES AND AGREES THAT ANY TRANSMISSION TO AND FROM THE TRAVEL SITES IS NOT CONFIDENTIAL AND YOUR COMMUNICATIONS OR USER CONTRIBUTED CONTENT MAY BE READ OR INTERCEPTED BY OTHERS. SUPPLIER FURTHER ACKNOWLEDGES AND AGREES THAT BY SUBMITTING COMMUNICATIONS OR USER CONTRIBUTED CONTENT TO US AND BY POSTING INFORMATION ON THE TRAVEL SITES, INCLUDING PROPERTY LISTINGS, NO CONFIDENTIAL, FIDUCIARY, CONTRACTUALLY IMPLIED OR OTHER RELATIONSHIP IS CREATED BETWEEN SUPPLIER AND US OTHER THAN PURSUANT TO THESE TERMS.
SUPPLIER ACKNOWLEDGES AND AGREES THAT SUPPLIER NOR ANY PARTY OR PROPERTY OWNER REPRESENTED BY SUPPLIER WILL NOT HOLD OR SEEK TO HOLD US OR ANY THIRD PARTY PROVIDER RESPONSIBLE FOR THE CONTENT PROVIDED BY ANY USER, INCLUDING, WITHOUT LIMITATION, ANY TRANSLATION THEREOF, AND SUPPLIER FURTHER ACKNOWLEDGES AND AGREES THAT LODGABLE IS NOT A PARTY TO ANY RENTAL TRANSACTION OR OTHER TRANSACTION BETWEEN USERS OF THE TRAVEL SITES. LODGABLE HAS NO CONTROL OVER AND DOES NOT GUARANTEE (OTHER THAN PURSUANT TO ANY GUARANTEE THAT MAY BE OFFERED ON THE Travel SiteS) THE SAFETY OF ANY TRANSACTION, RENTAL PROPERTY OR THE TRUTH OR ACCURACY OF ANY LISTING OR OTHER CONTENT PROVIDED ON THE TRAVEL SITES.
SUPPLIER FURTHER ACKNOWLEDGES THAT BY DISPLAYING INFORMATION OR PROPERTY LISTINGS IN PARTICULAR DESTINATIONS, LODGABLE DOES NOT REPRESENT OR WARRANT THAT TRAVEL TO SUCH DESTINATIONS IS WITHOUT RISK AND LODGABLE SHALL NOT BE LIABLE FOR DAMAGES WITH RESPECT TO TRAVEL TO ANY DESTINATION.
LODGABLE IS SUBJECT TO THE TECHNOLOGY AND PERFORMANCE OFFERINGS FROM THE TRAVEL SITES. SUPPLIER FURTHER ACKNOWLEDGES AND AGREES THAT LODGABLE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE LODGABLE PLATFORM, WEBSITE OR APPLICATION. LODGABLE DOES NOT REPRESENT OR WARRANT THAT:
(A) THE USE OF THE LODGABLE PLATFORM, WEBSITE OR APPLICATION WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA,
(B) THE LODGABLE PLATFORM AND THE CHANNEL MANAGEMENT SERVICES, WEBSITE OR APPLICATION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
(C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, INCLUDING BUT NOT LIMITED TO THE INFORMATION, DESCRIPTIONS AND/OR PICTURES OF THE ACCOMMODATIONS AND CHANNEL MANAGEMENT SERVICES
(D) THE QUALITY OF ANY PRODUCTS, ACCOMMODATIONS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED, RENTED OR OTHERWISE OBTAINED BY YOU THROUGH THE LODGABLE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
(E) ERRORS OR DEFECTS IN THE LODGABLE PLATFORM, WEBSITE OR APPLICATION WILL BE CORRECTED,
(F) THE LODGABLE PLATFORM OR THE SERVER(S) THAT MAKE THE LODGABLE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS,
(G) CHANNEL MANAGEMENT SERVICES WILL BE AVAILABLE AT ADVERTISED DATES, TIMES, LOCATIONS, AND/OR PRICES, INCLUDING PURSUANT TO A CONFIRMED AND/OR PURCHASED RESERVATION,
(H) CHANNEL MANAGEMENT SERVICES WILL BE PROVIDED AND
(I) THE PROVIDERS OF VACATION RENTAL SERVICES (INCLUDING THE OWNERS OF THE ACCOMMODATIONS LISTED ON THE WEBSITE) CARRY SUFFICIENT AND PROPER INSURANCE AND COMPLY TO ALL LOCAL LAWS AND REGULATIONS WITH REGARD TO SUCH VACATION RENTAL SERVICES AND/OR RENTING ACCOMMODATIONS BY USERS (INCLUDING, BUT NOT LIMITED TO, SAFETY AND MAINTENANCE REGULATIONS AND PROVISIONS, AS WELL AS OBTAINING AND KEEPING ALL REQUIRED LICENSES AND/OR PERMITS RELATED TO VACATION RENTAL SERVICES BY USERS) IN ANY JURISDICTION.
LODGABLE'S SERVICES, WEBSITE AND APPLICATION IS PROVIDED TO YOU STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LODGABLE. LODGABLE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PROPERTIES, PRODUCTS OR GOODS PURCHASED, RENTED OR OTHERWISE OBTAINED BY THIRD PARTIES THROUGH THE USE OF LODGABLE'S SERVICES OR APPLICATION. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE LODGABLE SERVICE, WEBSITE AND APPLICATION, AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU.
9.Term, Termination, and Suspension
9.2 Each Party may terminate this Agreement (and close the Property Content on the Systems) or suspend this Agreement in respect of the other Party, with immediate effect and without a notice of default being required in case of:
(a) a material breach by the other Party of any term of this Agreement (e.g. delay of payment, insolvency, breach of service fee, rate or net rate parity guarantee, the provision of wrong information or receipt of a significant number of Guest complaints); or
(b) (filing or submission of request for) bankruptcy or suspension of payment (or similar action or event) in respect of the other Party.
9.3 Any notice or communication by Lodgable of "closure" ("close", "closed") of the Property Content on the website (or similar wording) shall mean termination of the Agreement. After termination, suspension or closure, the Supplier shall honor outstanding reservations for Guests and shall pay all service fees (plus costs, expenses, interest if applicable) due on those reservations in accordance with the terms of this Agreement.
9.4 The following events shall in any event be regarded as a material breach and entitle Lodgable to immediately terminate (close) or suspend the Agreement (without a notice of default):
(a) the Supplier fails to pay service fees on or before the due date;
(b) the Supplier posts incorrect or misleading Property Content on the Lodgable System;
(c) the Supplier fails to maintain Information on the Lodgable System resulting in over-bookings at the Property;
(d) the Supplier fails to accept a reservation at the price shown on a reservation; (v) the Supplier overcharges one or more guests;
(e) Lodgable receives one or more legitimate and serious complaint(s) from one or more guest(s) who made reservations with the Supplier;
(f) misuse of the Guest review process by any behavior that results in a review appearing on the Systems that is not an honest expression of a real stay by a real guest at the Property;
(g) inappropriate, unlawful or unprofessional behavior towards guests or Lodgable staff; or
(h) any (alleged) safety, privacy or health issues or problems in respect of the Property or its facilities (the Supplier and Property owner shall at its own costs and upon first request of Lodgable deliver the relevant permits, licenses, certificates or such statements issued by an independent expert evidencing and supporting its compliance with applicable (privacy, safety and health) laws and legislation).
9.5 Upon termination and except as set out otherwise, this Agreement shall absolutely and entirely terminate in respect of the terminating Party and cease to have effect without prejudice to other Party’s rights and remedies in respect of an indemnification or a breach by the other (terminating) Party of this Agreement. Clause 6, 8, 9 and 10 shall survive termination.
10.Books and Records
10.1 The systems, books and records of Lodgable (including Lodgable System, faxes and/or emails) shall be considered conclusive evidence of the existence and receipt by the Supplier of the reservations made by the Guest and the amount of the service fee of the Supplier or damages or costs due to Lodgable under this Agreement, unless the Supplier can provide reasonable and credible counter- evidence.
10.2 The Supplier shall upon first request of Lodgable fully cooperate and assist Lodgable with (and disclose all reasonably requested information in respect of) the identification of the (ultimate) owner, manager and/or controller of the Supplier.
10.3 Each of the Parties, will upon the reasonable request of the other Party, provide to such Party, all information necessary to verify (1) such Party’s compliance with these Terms and the obligations of the Agreement, and (2) that appropriate payments have been made pursuant to these Terms and the Agreement.
10.4 Supplier shall allow Lodgable the right to, upon reasonable notice, verify Supplier’s compliance with this Agreement. Such verification may be made by a review by Lodgable, or an audit by a firm selected by Lodgable. Supplier shall cooperate with such audit and make Supplier’s books and records available for review by Lodgable or such audit firm. In the event that Lodgable completes such a review or audit, and finds that Supplier has withheld more than the lesser of $200 or 5% of the amount found to be owed to Lodgable in payments due to Lodgable, Supplier shall pay the reasonable costs of such review or audit.
11.1 Parties understand and agree that in the performance of this Agreement, each Party may have access to or may be exposed to, directly or indirectly, confidential information of the other party (the "Confidential Information"). Confidential Information includes Customer Data, transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information that either a disclosing party designates as being private or confidential or of which a receiving party should reasonably know that it should be treated as private and confidential.
11.2 Each Party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party and receiving party shall not use any Confidential Information for any purpose except in furtherance of this Agreement; (b) it shall maintain, and shall use prudent methods to cause its employees, officers, representatives, contracting parties and agents (the "Permitted Persons") to maintain, the confidentiality and secrecy of the Confidential Information; (c) it shall disclose Confidential Information only to those Permitted Persons who need to know such information in furtherance of this Agreement; (d) it shall not, and shall use prudent methods to ensure that the Permitted Persons do not, copy, publish, disclose to others or use (other than pursuant to the terms hereof) the Confidential Information; and (e) it shall return or destroy all ((hard and soft) copies of) Confidential Information upon written request of the other Party.
11.3 Notwithstanding the foregoing, (a) Confidential Information shall not include any information to the extent it (b) is or becomes part of the public domain through no act or omission on the part of the receiving party, (c) was possessed by the receiving party prior to the date of this Agreement, (d) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, or (e) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, and (f) nothing in this Agreement shall prevent, limit or restrict a Party from disclosing this Agreement (including the any technical, operational, performance and financial data (but excluding any Customer Data)) in confidence to an affiliated (group) company.
11.4 Parties shall use commercially reasonable efforts to safeguard the confidentiality and privacy of Customer Data and to protect it from unauthorized use or release. Each Party agrees to comply with all applicable (data and privacy) laws, rules and regulations of the jurisdiction where such Party is incorporated (including (if applicable) Directives 95/46/EC and 2002/58/EC (as amended) on the processing of personal data and the protection of privacy).
12.1 Neither party shall be entitled to assign, transfer, encumber any of its rights and/or the obligations under this Agreement without the prior written consent of the other party, provided that Lodgable may assign, transfer, encumber any of its rights and/or the obligations under this Agreement (in whole or in part or from time to time) to an affiliated company without the prior written consent of the Supplier. Any assignment or transfer by the Supplier shall not relieve the assignor of its obligations under the Agreement.
12.2 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.
12.3 This Agreement (including the schedules, annexes and appendixes, which form an integral part of this Agreement) constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, (non-binding) offers, undertakings or statements regarding such subject matter (including vis-à-vis the Supplier).
12.4 If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions hereof. In that event, the Parties shall 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.
12.5 Except as set out otherwise in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of the State of Utah, United States of America. Except as set out otherwise in this Agreement, any disputes arising out or in connection with this Agreement shall exclusively be submitted to and dealt with by the competent court in Salt Lake County Superior Courts, State of Utah.
12.6 Parties agree and acknowledge that notwithstanding this Clause 10.5, nothing in this Agreement shall prevent or limit Lodgable in its right to bring or initiate any action or proceeding or seek interim injunctive relief or (specific) performance before or in any competent courts where the Supplier is established or registered under the laws of the relevant jurisdiction where the Supplier is established or registered and for this purpose, the Supplier waives its right to claim any other jurisdiction or applicable law to which it might have a right.
12.7 The original English version of these Terms may have been translated into other languages. The translated version of the English Terms is a courtesy and office translation only and the Supplier cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of these terms and conditions of this Agreement or in the event of a conflict, ambiguity, inconsistency or discrepancy between the English version and any other language version of these Terms, the English language version shall prevail, apply and be binding and conclusive. The English version shall be used in legal proceedings. The English version is available on the following website lodgable.com/legal.
12.8 In respect of (or as an award for) the execution, delivery, sealing, registration, filing of, and/or the execution, performance or delivery under or pursuant to, the Agreement, the Supplier (including its employees, directors, officers, agents or other representatives) shall (a) not directly or indirectly (b) offer, promise or give to any third party (including any governmental official or political party('s official, representative or candidate)), or (c) seek, accept or get promised for itself or for another party, any gift, payment, reward, consideration or benefit of any kind which would or could be construed as bribery or an illegal or corrupt practice, and (d) comply with all applicable laws governing anti-bribery and corrupt gifts and practices (including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act).
12.9 Lodgable may change, suspend or discontinue any aspect of the Lodgable System at any time, including the availability of any Lodgable System features, database, or content. Lodgable may also impose limits on certain features or services or restrict Supplier’s access (or the access of any third party represented by Supplier) to parts or the entire Lodgable System without notice or liability. OTA may also change aspects of their Travel Sites and Lodgable will attempt (but does not guarantee) to notify Supplier when Lodgable become aware of those changes.
12.10 This version of the Terms became effective on the date set forth above and this version amends the version effective prior to such date. Lodgable reserves the right, in our sole discretion, to amend these Terms, in whole or in part, at any time, with or without Supplier’s consent, and Supplier acknowledges and agrees that your consent to any such amendment is not required in the event the proposed amendment is clerical and/or non-substantive in nature. Notification of any amendment will be posted on the Travel Sites by the indication of the last amendment date at the top of these Terms and will be effective immediately unless another effective date is attached to the Terms.
12.11 If Supplier disagrees with any non-clerical and/or substantive amendment to these Terms, then (a) Supplier’s sole remedy is to discontinue your use of the Lodgable System.
12.12 The Agreement may be entered into online or by way of executing a separate counterpart or by pdf or fax copy, each of which (copies) shall be deemed an original, valid and binding. The Agreement only enters into force and effect upon written confirmation of acceptance and approval of the Supplier by Lodgable. By registering and signing up to the Lodgable partner program as accommodation partner, the Supplier agrees, acknowledges and accepts the terms and conditions of the Agreement and where required hereunder, Supplier agrees to accept the obligations of the Property owner by requiring the Property owner to take the actions required herein. The Agreement does not need any seal or other ministerial act to make it valid, binding and enforceable.
Additional Terms and Conditions Applicable to Property Owners
In addition to being bound by the Terms set forth above, Suppliers shall require that owners or managers who provide Property Content to advertise a property on the Travel Sites are also bound by the following terms, which are in addition to any other terms agreed to in connection with the Agreement. Lodgable may at any time request that Suppliers provide reasonable proof that such Property Owners have agreed to these Additional Terms and Conditions. In these Additional Terms and Conditions Applicable to Property Owners, the term “Supplier” refers to either a Supplier or a Property Owner or Property Manager.
13.Owner Eligibility and Accuracy of Info
13.1 Lodgable Services may only be used by owners who can form legally binding contracts under applicable law. If Supplier or any owner of any Property represented by Supplier is registering as a business entity, Supplier represents that Supplier has the authority to bind the entity to these Terms.
13.2 Supplier warrants that each owner will agree that all information submitted to Lodgable and to the Travel Sites during such registration with the Travel Sites shall be true and correct. Each Supplier further agrees to promptly provide notice to the Travel Sites by contacting us as provided above under "General - Contact Us" regarding any updates to any such contact information previously submitted by such owner to the Travel Sites. Each Supplier agrees to promptly provide such proof of personal identification, proof of ownership of the property listed on the Travel Sites, and proof of authority to list the property as we may request. Each Supplier further represents and covenants that: (a) it owns and/or has all necessary rights and authority to offer for rent and to rent the property listed by such owner; (b) it will not wrongfully withhold a rental deposit in breach of the underlying rental agreement; (c) that it will accurately describe the subject rental property and will not fail to disclose a material defect in, or material information about, a rental property; (d) that it will not wrongfully deny access to the listed property; and (e) that it will not fail to provide a refund when due in accordance with the underlying rental agreement. Upon our request, each Supplier agrees to promptly provide to us such proof of personal identification, proof that the condition, location, or amenities associated with the property are accurately described in the listing, proof of ownership of the property listed on the Travel Sites, and/or proof of authority to list the property as we may request.
14.Content, Layout, and Copy
14.1 All content and copy edits submitted by owners are subject to review and approval by us in our sole discretion. We reserve the right to refuse to publish any content that we determine, in our sole discretion, does not meet these Terms or is otherwise unacceptable to us. However, we assume no duty to review content and we shall not have any liability for any loss or damage resulting from the design or positioning of the copy, properties, content and/or photographs or any change made to any content, photograph or copy submitted by any owner. All content must meet these Terms and our Content Guidelines. We reserve the right to edit the Property Content submitted to the Travel Sites in a non- substantive manner solely to cause the content to comply with our content guidelines or formatting requirements. Owners are responsible for reviewing and ensuring that any content displayed on the Travel Sites appears as the owner intended.
15.1 Photographs should depict the vacation rental as the main subject of the photograph and may not include children or adults if Supplier does not have their legal consent or any information that would violate the privacy rights, intellectual property rights or any other rights of a third party. We reserve the right not to display or to remove any photographs that we determine, in our sole discretion, do not meet these Terms or are otherwise unacceptable to us.
15.2 By submitting a photograph electronically through the Lodgable System or Travel Sites, the owner represents and warrants that (a) it holds all intellectual property rights with respect to each submitted photograph, or (b) it has secured from the copyright holder all rights necessary for the photograph to be used in an online advertisement, (c) that any people in the photograph have given permission for their likeness to be displayed in an online advertisement on the Travel Sites, (d) that the photograph accurately and fairly represents the subject of the photograph and has not been altered in any manner that would mislead a viewer of that photograph, and (e) that it will indemnify and hold harmless the Travel Sites and any owner of Lodgable from any cause of action arising from any misrepresentation with respect to any and all photographs so submitted.
15.3 It is the owner’s responsibility to obtain reproduction permission for all photographic and other material used in its advertisements. The owner warrants that it is the owner of the copyright in such material or is authorized by the owner thereof to grant to us the rights therein contained and agrees to provide any proof of such rights to us that we may request.
15.4 Further, each owner agrees that we may reproduce in whole or in part any photographic material supplied by such owner in the promotion of either such owner’s property or the promotion of the Travel Sites.
16.1 Suppliers may choose to include security deposits in their Listings (“Security Deposits”). Each Listing will describe whether a Security Deposit is required for the applicable Accommodation. If a Security Deposit is included in a Listing for a confirmed booking of an Accommodation, LPS, in its capacity as the payment collection agent of the Supplier, will use its commercially reasonable efforts to obtain a pre-authorization of the Guest’s credit card in the amount the Supplier determines for the Security Deposit within a reasonable time at the Guest’s check-in at the applicable Supplier’s Accommodation.
16.2 If the Supplier does not require a credit card for the guest’s payment, Lodgable may be unable to collect or recover a Security Deposit claim on behalf of the the Supplier. It is the Supplier’s responsibility to require the Guest to pay using a credit card to provide more security for the Supplier to collect a Security Deposit should a claim arise. Lodgable is not responsible for any claims by the Supplier related to Security Deposits, nor any losses, and disclaims any and all liability in this regard to the Guest or Supplier.
16.3 Lodgable only acts as a platform to aid Suppliers in claiming a Security Deposit if the Supplier claims that property damages, vandalism, theft, or any other type of damages occurred. Lodgable is not an agent or advocate of any security deposit claim by the Supplier. Any requests by the Supplier on claims related to Security Deposits is strictly between the Supplier and Guest.
16.4 If a Guest feels that a Supplier has taken advantage of them, falsely, or wrongfully claimed a security deposit, the Guest’s only recourse is to seek relief from the Supplier by legal or other means. The Guest and Supplier agree to hold Lodgable harmless, free of all and any liability.
Last Date Updated: April 6, 2017
This Lodgable Payment Term Agreement (“Agreement”) is a legal agreement between you (“you,” “your,” “Supplier,” “user”, “users”, “member”, or “members”) and Lodgable Payment Services ("LPS"), a division of Lodgable, LLC, located at 698 W 10000 S Suite 250, South Jordan, UT 84095 (“Lodgable,” “LPS,” “we,” “our” or “us”) governing your use of Lodgable’s payment services on the mobile applications, desktop applications and websites (including Lodgable Client Websites), payment processing services, point of sale software (payment gateway), data gathering, fraud screening, hardware, and other products and services (together, the “Services”). Please read this Agreement carefully. This Agreement sets out the terms and conditions under which you may utilize the services (herein referred to as the “Services,” “Payment System,” or simply the “System”) as defined below. By submitting a Lodgable Payments Application on or offline, making or receiving payments, or by continuing to use the Lodgable System or any of the Services, this agreement becomes a legally binding contract and you agree to be bound by these terms as well as all of the Lodgable Terms.
1. Our Relationship with You.
1.1 LPS is Only a Payment Service Provider. LPS helps you make payments to and accept payments from Guests and third parties. LPS is an independent contractor for all purposes, and is not your agent or trustee. LPS does not have control of, or liability for, the products or services that are paid for with LPS. We do not guarantee the identity of any person that you transact business with or ensure that a Guest or buyer will complete a transaction. For the purposes of this Agreement, "Guest" or “Buyer” shall mean the customers of the Supplier.
Each Supplier agrees that a payment made by a Guest through LPS, shall be considered the same as a payment made directly to the Supplier, and the Supplier will make the Accommodation available to the Guest in the agreed-upon manner as if the Supplier has received the Accommodation Fees. Each Supplier agrees that LPS may, in accordance with the cancellation policy selected by the Supplier and reflected in the relevant Listing, refund to the Guest that portion of the Accommodation Fees specified in the applicable cancellation policy. Each Supplier understands that LPS accepts payments from Guests as the Supplier’s limited payment collection agent and that LPS’ obligation to pay the Supplier is subject to and conditional upon successful receipt of the associated payments from Guests. LPS does not guarantee payments to Suppliers for amounts that have not been successfully received by LPS from Guests. In accepting appointment as the limited collection agent of the Supplier, LPS assumes no liability for any acts or omissions of the Supplier.
1.2 Services. LPS will provide the Payment System to Supplier. With respect to the Payment System, LPS and Supplier shall agree upon the equipment and services to initially be provided under this Agreement and may update, amend and changes the goods and services provided to the Supplier at any time.
1.3 Limited License. During the term of this Agreement, LPS hereby grants to Supplier a non-exclusive, non-sublicensable, and non-transferable license, under the intellectual property rights owned or licensed by LPS, to use Payment System software provided by LPS to Supplier, provided however that: such license is subject to all obligations and restrictions imposed on Supplier in this Agreement; such license extends only to Supplier's employees and contractors, but only to the extent that such employees and contractors use Payment System for the sole purpose of collecting payments on the behalf of Supplier, and for no other purpose whatsoever; such license extends only to Supplier use of Payment System solely to perform the functions specified herein, and in compliance therewith, and while exercising such license, Supplier shall treat Payment System as LPS's Confidential Information under this Agreement.
1.4 Limitations on Rights Granted. Except as expressly provided to the contrary in this Agreement, Supplier shall not, and shall not knowingly cause or permit any non-party to, use or reproduce the Payment System provided by LPS. Supplier shall not, and shall not knowingly cause or permit any non-party, to disassemble, decompile, decrypt, extract, reverse engineer, prepare a derivative work based upon, distribute, or time share Payment System, or otherwise apply any procedure or process to Payment System in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for Payment System or any algorithm, process, procedure or other information contained in Payment System. Except as expressly authorized herein, Supplier may not rent, lease, assign, sublicense, transfer, modify, alter, or time share the Payment System.
1.5 Independent Contractors. The relationship of LPS and Supplier is that of independent contractors. Neither Supplier nor its employees, consultants, contractors or agents are agents, employees, partners or joint ventures of LPS, nor do they have any authority to bind LPS by contract or otherwise to any obligation. They will not represent to the contrary, either expressly, implicitly, by appearance or otherwise.
1.7 Privacy of Others; Marketing. If you receive Information about another Guest through the LPS Services, you must keep the Information confidential and only use it in connection with the LPS Services. You may not disclose or distribute a Guest's Information to a third party or use the Information for marketing purposes unless you receive the Guest's express consent to do so. You may not send unsolicited email to a Guest or use the LPS Services to collect payments for sending, or assisting in sending, unsolicited email to third parties.
1.8 Intellectual Property. "Lodgable.com", "Lodgable", “LPS,” and all logos related to the LPS Services are either trademarks or registered trademarks of Lodgable, LLC. You may not copy, imitate or use them without Lodgable's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Lodgable. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the Lodgable system, any content thereon, the LPS, the technology related to the LPS, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of LPS and its licensors.
1.9 Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without LPS's prior written consent. LPS reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
1.10 Password Security and Keeping Your Email and Address Current. You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that you use to access the LPS Services. You are responsible for keeping your mailing address and email address up to date in your Account Profile to avoid any service delays. LPS is not responsible for any service delays caused due to outdated information.
1.11 Notices to You. You agree that LPS may provide you Communications about your Account and the LPS Services electronically. Any electronic Communications will be considered to be received by you within 24 hours after the time we post it to our website or email it to you. Any Communications sent to you by postal mail will be considered to be received by you 3 Business Days after we send it.
1.12 Notices to LPS. Except as otherwise stated above in the Electronic Communications Delivery Policy, notice to LPS must be sent by postal mail to: Lodgable, Attention: Payment Services, 698 W 10000 S Suite 250, South Jordan, UT 84095
1.13 Account Statement. You have the right to receive an Account statement. You may view your Account statement by logging into your Account or by contacting LPS.
2. Supplier Account Info
2.2 Restricted Use. LPS may provide hardware products for your use in conjunction with your Services. You agree to not act as a hardware product reseller. You may not act as a payment intermediary, aggregator or service bureau or otherwise resell the Services on behalf of any third party. This means that you may not use the Services to handle, process or transmit funds for any third party that is outside of this agreement. You also may not use the Services to process cash advances.You may not use the invoices feature of the Services to send invoices to yourself or in any other manner for which the invoices feature is not intended.
2.3 Unauthorized or Illegal Use. LPS may decide not to authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of this Agreement or any other agreement you have entered into with Lodgable, or that it exposes you, other LPS customers, our processors or LPS to harm. Harm includes fraud and other criminal acts. If we reasonably suspect that your LPS Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your LPS Account, and any of your transactions with law enforcement.
2.4 Accepted Cards. LPS works with most US-issued and most non-US issued credit, debit, prepaid, or gift cards (“Cards”) with a Visa, MasterCard, American Express, or Discover logo. We may remove or add Cards that we accept at any time without prior notice. We will generally only process Cards that receive an authorization from the applicable Network and Card issuer. You understand that there may be times when the Guest may not be the authorized user of the Card or that such Guest may otherwise contest the transaction through the Chargeback process (described below). You agree to comply with the Chargeback process and to liability associated with such Chargebacks.
2.5 Card Not Present Transactions. You acknowledge that most if not all debit or credit card funded transactions from a buyer’s Account are processed as “card not present” transactions, even where the buyer is at the physical point of sale. Under the card association rules, a buyer has different Chargeback rights for “card not present” transactions than for transactions where the buyer physically presents the card to you.
2.6 Mobile In-Store Payments. LPS may offer mobile in-store payment services or credit card processing equipment in the future. If you receive mobile in-store Payments or process a credit or debit card using any equipment in person, you must communicate the amount of the transaction to the customer before the transaction takes place. You may charge your customer’s LPS account only for transactions that they have authorized. You must also provide customers with a physical receipt if they request one. You agree that any transaction that you submit shall have an accurate and true description of the goods and services being purchased.
2.7 Applicable Network Rules. The Networks require that you and LPS comply with all applicable bylaws, rules, and regulations (“Network Rules”). The Networks amend their rules and regulations from time to time. LPS may be required to change this Agreement in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at www.visa.com, www.mastercard.com, www.discover.com, and www.americanexpress.com.
Network Rules currently prohibit you from dispensing cash on any Card transaction. The Network Rules also restrict your ability to assess a surcharge or split a single transaction into multiple transactions except in certain limited situations.
Your use of Network logos is governed by the Rules; you agree to familiarize yourself with and to comply with these requirements.
2.8 Underwriting. LPS will review the information that you submit in connection with your request to sign up for the Services. You agree that LPS may share information about you and your LPS Account with its processor and/or acquiring bank. After you submit your application, LPS or its processor and/or acquiring bank may conclude that you will not be permitted to use the Services.
You authorize LPS to request identity verifying information about you. You agree that LPS is permitted to share information about you and your application (including whether you are approved or declined), and your LPS Account with your bank or other financial institution. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct LPS’s risk management process.
2.9 Identity Authentication. You authorize LPS, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide your date of birth, a taxpayer identification number and other information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying your Information against third party databases or through other sources. We may also ask to see your driver’s license or other identifying documents at any time. If you use certain LPS Services, federal law requires that LPS verify some of your Information. LPS reserves the right to close, suspend, or limit access to your Account and/or the LPS Services in the event we are unable to obtain or verify this Information.
2.10 Verification and Inspection. If your request to start accepting payments and/or payouts, LPS may request additional information from you at any time. For example, LPS may ask you to present invoices from your suppliers, a government-issued identification such as a passport or driver’s license, a business license, or other information. LPS may also ask for permission to inspect your business location. If you refuse any of these requests, your LPS account may be suspended or terminated.
2.11 Third Party Permissions. If you grant express permission to a third party to take specific actions on your behalf, or access particular information about your Account, either through your use of the third party's product or service or through your Account Profile, you acknowledge that LPS may disclose the information about your Account that is specifically authorized by you to this third party. You also acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. Further, you acknowledge and agree that you will not hold LPS responsible for, and will indemnify LPS from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant. You may change or remove these permissions at any time by changing your settings in your Account Profile.
2.12 Our Fees. You agree to pay the applicable fees listed in Section 7 of this agreement (“Fees”) for use of the Services as well as any other fees listed in this agreement. Subject to the terms of this Agreement, we reserve the right to change our Fees without prior notice. To withdraw your consent, you will need to close your Lodgable and/or LPS Account. All Balances and all Fees, charges, and payments collected or paid through the Services are denominated in US dollars.
2.13 Supplier of Record. In any transaction that you enter into, you agree that you will be held financially liable by the acquiring bank (i.e., the financial institution that processes the customer's credit and/or debit card payments) for all full and partial returns to your Guest's card as well as any chargebacks initiated by the customer (“Supplier of Record”).
2.14 Compliance With Laws. Supplier will comply with the rules and regulations of all applicable card and payment schemes (including, as appropriate the rules and regulations of Visa, MasterCard, Discover, American Express and any or their affiliate and/or successor organizations) and all other such associations and all applicable laws and regulations in performing its duties hereunder and in any of its dealings with respect to the Payment System. Supplier agrees to comply with any federal or regional Automated Clearing House rules applicable to automatic and electronic transfer of funds including without limitation, laws, regulations, and rules governing correct authorizations by consumers and businesses, disclosures and notices required in connection with electronic funds transfer, and all necessary waivers and releases. Supplier has the sole responsibility to verify LPS's list of Supplier card processors to be used under terms of this Agreement to determine if LPS can properly transmit the necessary credit card information to Supplier's credit card processor. Supplier acknowledges that LPS's list can be modified from time to time and must be verified by Supplier prior to being set up with LPS. Supplier has the sole responsibility for obtaining the proper authorization from Supplier's own credit card processor and/or settlement bank to be able to use Supplier's Supplier account for key entry transactions and transactions being processed over the internet or online. Supplier shall be solely responsible for credits, returns, disputes and all costs associated with data transmissions. Supplier will be solely responsible to obtain accurate credit card and ACH information and authorization from its customers, and will transmit said information to LPS via the internet or service originally agreed upon by all parties.
LPS agrees to comply with the Payment Card Industry ("PCI") Data Security Standard ("DSS") of Visa and MasterCard. LPS shall not have any duty to provide any other information to Supplier regarding LPS's compliance with the PCI DSS. LPS will comply with all applicable laws in performing its duties hereunder and in any of its dealings with respect to the Payment System.
2.15 Authorizations. Supplier will obtain from each participating consumer or business the required ACH and necessary credit card information in proper form authorizing automatic debits to such consumer or business bank account to transfer payment amounts to Supplier's bank deposit account. Supplier warrants that Supplier will properly warehouse all authorizations obtained from consumers or businesses and will provide such authorizations for inspection upon request by LPS or any regulatory body governing these types of transactions. Supplier hereby authorizes LPS to instruct direct deposit of payments from consumer or business bank accounts and to debit Supplier for fees and other charges owed to LPS as set forth herein.
2.16 Access. Supplier understands and agrees that, if applicable, it has contracted with a third party provider that may have access to the Payment System. Supplier hereby grants the third party provider access and authorizes LPS to take all reasonable steps to provide such access. All actions taken by LPS in this regard will be a part of the Payment System for purposes of this Agreement and LPS shall have no liability under this Agreement for such access.
LPS will obtain an independent ownership right in any data transmitted by the Customer to LPS, even if the information first passes through Supplier's servers. Such Customer Data will constitute LPS's Confidential Information and Intellectual Property for purposes of this Agreement. To the extent Supplier provides to LPS any data similar to Customer Data (collectively "Other Customer Data") that LPS does not own, Supplier hereby grants LPS a non-exclusive, royalty-free license to use, reproduce, electronically distribute, and display all such Other Customer Data for the purposes of (i) providing Supplier Site to Customers, Supplier, and other Participating Suppliers; (ii) preparing internal reports for use by LPS or its corporate group to manage their business; (iii) data analytics, developing and analyzing data metrics, anonymising Personal Data (as defined below) and other analysis purposes, and to publish in aggregated form the results of such analyses; (iv) providing fraud screening services to the Supplier and/or third parties; (v) processing and/or resolving chargebacks or other disputes; (vi) complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of Personal Data in accordance with local laws and (vii) any other purpose for which consent has been provided by the Customer( together the "Agreed Purposes").
When your Guest is present at the time of the transaction, you agree to request that your Guest personally sign for all transactions greater than $25. You must make a written or digital receipt, folio, or invoice available to your Guest for any transaction greater than $15. You may give your Guests the option to receive or decline a written receipt. Digital receipts may contain additional messages, offers, or links that may be of interest to Guests. Guests may be able to use the Services to submit feedback to LPS or you about their recent customer experience. When Guests submit feedback using the Services, we may share that feedback with you and allow you to send responses to the Guest who have enabled replies to their feedback. You may not use the feedback features of the Services: (a) to send responses to the Guest who has not enabled replies to their feedback, (b) to request Buyer Card information, (c) to send Buyers marketing messages, requests for information, or other communications unrelated to their feedback, (d) to send abusive, harassing, excessive or objectionable messages, or (e) in any other manner that would violate any provision of this Agreement or LPS’s policies.
2.19 Customer Service. You are solely responsible for all customer service policies and issues relating to your goods or services, including pricing, order fulfillment, cancellations or no shows by you or a Guest, returns, refunds and adjustments, Guest service support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any LPS Account, payment, Card processing, debiting or crediting.
3. The Payment System
3.1 Providing Payment System. During the term of this Agreement, LPS shall use its commercially reasonable efforts to provide the Payment System 24x7 consistent with its practices in effect as of the date of this Agreement. However, the parties acknowledge that the Payment System is computer network based services which may be subject to outages and delay occurrences. In such an event, LPS shall use its commercially reasonable efforts to diligently and promptly remedy any and all material interruptions. LPS will not be liable in any manner for any interruptions, outages, or other delay occurrences relating to the Payment System.
4. Fees, Refunds, and Chargebacks
4.1 General. Supplier shall pay fees to LPS as set forth in Section 7 of this document and as disclosed to Supplier in any other documents or materials by LPS. Supplier will be paid for indebtedness purchased under this Agreement by credit to Supplier’s account(s). Supplier’s account(s) will be credited for the gross amount of the indebtedness deposited less the amount of any credit vouchers deposited. Supplier shall not be entitled to credit for any indebtedness that arises out of a transaction not processed in accordance with the terms of this Agreement or the rules and regulations of a card association or network organization. Availability of any such funds shall be subject to the procedures of the applicable financial institution. Chargebacks and adjustments will be charged to Supplier’s account(s) on a daily basis. Supplier agrees to pay and Supplier’s account(s) will be charged for the discount, fees, chargebacks, and other fees and charges described in this Agreement. Supplier also agrees to pay and Supplier’s account(s) will be debited for all fees, arbitration fees, fines, penalties, etc. charged or assessed by the card associations or network organizations on account of or related to Supplier’s processing hereunder, including without limitation with regards to any third party who provides Supplier with services related to payment processing or facilitates Supplier’s ability to accept credit and debit cards and who is not a party to this Agreement.
4.2 Refunds and Returns. By accepting credit card, debit card, or eCheck transactions with LPS, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your LPS Account in accordance with this Agreement, the Credit Card Network Rules, and the Cancellation Policies you have established on the Lodgable System or Lodgable Party’s sites. Network Rules require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Guests at the time of purchase, (c) not give cash refunds to a Guest in connection with a Card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a Card sale refund. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the Guest. If you accept returns and are making an uneven exchange of merchandise (e.g., the sales price is not the same), you must issue a credit for the total amount of the merchandise being returned and complete a new sale for any new merchandise. Please be aware, if your refund policy prohibits returns or is unsatisfactory to the Guest, you may still receive a Chargeback relating to such sales. You can process a refund through your LPS Account up to thirty (30) days from the day that your Guest was originally scheduled to check out of your property.
4.3 Fees for Payment System. If any type of overpayment to Supplier or other error occurs, Supplier’s account(s) may be debited or credited, without notice, and if Supplier’s account(s) do not contain sufficient funds, Supplier agrees to remit the amount owed directly to LPS via deduction of all applicable fees directly from Supplier's bank account. Supplier will immediately be charged a $35 insufficient fund fee if LPS tries to debit the Suppliers account and is unable to recover funds. Supplier agrees not to, directly or indirectly, prevent, block or otherwise preclude any debit by LPS to Supplier’s account which is permitted hereunder. Supplier shall provide LPS with all necessary bank account, routing and related information. LPS will deduct automatically all such fees and charges on an as needed basis (“Direct Debit). Supplier represents and warrants that no one other than Supplier has any claim against such indebtedness except as authorized in writing by LPS. Supplier hereby assigns to LPS all of its right, title, and interest in and to all indebtedness submitted hereunder, agrees that LPS have the sole right to receive payment on any indebtedness purchased hereunder, and further agrees that Supplier shall have no right, title or interest in any such funds, including any such funds held in a Reserve Account (as defined below).
4.4 Late Fees. Interest shall accrue at the rate of ten percent (10%) per year or the maximum amount permitted by applicable law ("Late Fee") for any fees that remain unpaid beyond any due dates. In the event of a dispute made in good faith as to the amount of fees, Supplier agrees to remit payment on any undisputed amount(s); and, the interest shall not accrue as to any disputed amounts unless not paid within seven (7) calendar days after said dispute has been resolved by both parties.
4.5 Returned items and Chargebacks. If a cardholder disputes any transaction, if a transaction is charged back for any reason by the card issuing institution, or if LPS has any reason to believe an indebtedness previously purchased is questionable, not genuine, or is otherwise unacceptable, the amount of such indebtedness may be charged back and deducted from any payment due to Supplier or may be charged against any of Supplier’s accounts or the Reserve Account (as defined below). Supplier acknowledges and agrees that it is bound by the rules of the card associations and network organizations with respect to any chargeback. Supplier further acknowledges that it is solely responsible for providing LPS with any available information to represent a chargeback and that, regardless of any information it provides or does not provide LPS in connection with a chargeback, or any other reason, Supplier shall be solely responsible for the liability related to such chargeback. If any such amount is uncollectible through withholding from any payments due hereunder or through charging Supplier’s accounts or the Reserve Account, Supplier shall, upon demand by LPS, pay LPS the full amount of the chargeback. Supplier understands that obtaining an authorization for any sale shall not constitute a guarantee of payment, and such sales slips can be returned or charged back to Supplier like any other item hereunder.
4.6 Excessive Chargebacks. If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your LPS Account, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, or (d) terminating or suspending the Services.
4.7 Contesting Chargebacks. You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Services. To that end, you permit us to share information about a Chargeback with the Guest, the Guest’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release the reserved funds to your bank account. If a Chargeback dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.
4.8 Our Set-off Rights. You grant us a security interest in, as well as a right of setoff against, and hereby assign, convey, deliver, pledge and transfer to us, as security for repayment of any obligations due under this Agreement, all of your right, title, and interest in and to all of your accounts with us. However, this grant will not apply to any accounts for which the grant of a security interest would be prohibited by law. You authorize us, without prior notice to you and irrespective of (i) whether we have made demand under this Agreement or any other related agreements; and (ii) whether the obligation is contingent, matured or unmatured, to the extent permitted by law, to collect, charge, and/or setoff all sums owing on the indebtedness against any and all such accounts and other obligations, and our option, to administratively freeze or direct any third party bank holding the account to freeze all such accounts to allow us to protect our security interest, collection, charge and setoff rights as provided for in this section. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, collection agency fees, and any applicable interest.
5. Security Interests.
5.1 Security Agreement. This Agreement is a security agreement under the Uniform Commercial Code. You grant to LPS a security interest in and lien upon:
all funds at any time in the Designated Account, regardless of the source of such funds;
all funds at any time in the Reserve Account, regardless of the source of such funds;
present and future Sales Draft; and
any and all amounts which may be due to you under this Agreement including, without limitation, all rights to receive any payments or credits under this Agreement (collectively, the "Secured Assets").
You agree to provide other collateral or security to LPS to secure your obligations under this Agreement upon LPS’s request. These security interests and liens will secure all of your obligations under this Agreement and any other agreements now existing or later entered into between you and LPS. This security interest may be exercised by LPS without notice or demand of any kind by making an immediate withdrawal or freezing the secured assets.
5.2 Perfection. Upon request of LPS, you will execute one or more financial statements or other documents to evidence this security interest. You represent and warrant that no other person or entity has a security interest in the Secured Assets. Further, with respect to such security interests and liens, LPS will have all rights afforded under the Uniform Commercial Code, any other applicable law and in equity. You will obtain from LPS written consent prior to granting a security interest of any kind in the Secured Assets to a third party. You agree that this is a contract of recoupment and LPS are not required to file a motion for relief from a bankruptcy action automatic stay for LPS to realize on any of its collateral (including any Reserve Account). Nevertheless you agree not to contest or object to any motion for relief from the automatic stay filed by LPS. You authorize LPS and appoint LPS your attorney in fact to sign your name to any financing statement used for the perfection of any security interest or lien granted hereunder.
6. Reserve Account
6.1 Establishment. You will establish and maintain an account ("Reserve Account") at LPS initially or at any time in the future as requested by LPS, with sums sufficient to satisfy your current and future obligations as determined by LPS. You will not earn any interest on this account and you authorize LPS to debit the Designated Account or any other account you have at Bank or any other financial institution to establish or maintain funds in the Reserve Account. LPS may deposit into the Reserve Account funds it would otherwise be obligated to pay you, for the purpose of establishing, maintaining or increasing the Reserve Account in accordance with this Section, if it determines such action is reasonably necessary to protect its interests.
6.2 Authorizations. LPS may, without notice to you, apply deposits in the Reserve Account against any outstanding amounts you owe under this Agreement or any other agreement between you and LPS. Also, LPS may exercise their rights under this Agreement against the Reserve Account to collect any amounts due to LPS including, without limitation, rights of set-off and recoupment.
6.3 Funds. Funds in the Reserve Account will remain in the Reserve Account for 270 calendar days following the later of termination of this Agreement or the last activity in your account, provided, however, that you will remain liable to LPS for all liabilities occurring beyond such 270 day period. After the expiration of the 270 day period LPS will provide you with written notification advising you that the 270 day period has expired, requesting that you provide LPS with an address where the funds should be delivered, and stating that in the event you fail to respond to this notification within 30 days, LPS may begin deducting a flat fee of $75 each month from the funds you have remaining in the Reserve Account. In the event you fail to respond to the notification, the $75 fee may then be deducted each month from the funds remaining in the Reserve Account. This fee will offset the administrative, clerical, legal, and risk management costs incurred by LPS to monitor the funds that remain in the Reserve Account beyond the 270 day period, and includes all monthly minimums and any other contractual fees that would ordinarily be assessed against your account pursuant to the terms of this Agreement.You agree that prior to the expiration of the 270 days, you will not use funds in the Reserve Account for any purpose, including but not limited to paying chargebacks, fees, fines, or other amounts you owe to LPS under this Agreement. LPS (and not Supplier) shall have control of the Reserve Account.
6.4 Unclaimed Funds. After 120 days from the first time that a notification was sent to Supplier, regarding the expiration of the Supplier’s Reserve account, LPS may file a report with the Unclaimed Property Division of the Utah State Treasurer if you have not re-claimed your funds as required by law. Along with the report, LPS may deliver the unclaimed funds and intangible property to the Treasurer. The Treasurer may postpone delivery of property or accept the property before it is presumed abandoned. In Utah, unclaimed funds are generally presumed abandoned after three years of inactivity by the owner of the unclaimed funds or property. Once abandoned funds or property is turned over to the state by LPS, the Supplier will have the burden of reclaiming it from the state.
6.5 Assurance. In the event of a bankruptcy proceeding and the determination by the court that this Agreement is assumable under Bankruptcy Code § 365, as amended from time to time, you must establish or maintain a Reserve Account in an amount satisfactory to LPS.
6.6 Recoupment and Set Off. To the extent permitted by law, we may set off against the Balances for any obligation you owe us under this Agreement, including without limitation any Chargebacks. LPS has the right of recoupment and set-off. This means that they may offset or recoup any outstanding/uncollected amounts owed by you from: (i) any amounts they would otherwise be obligated to deposit into the Designated Account; (ii) any other amounts LPS may owe you under this Agreement or any other agreement; and (iii) any funds in the Designated Account or Reserve Account. You acknowledge that in the event of a bankruptcy proceeding, in order for you to provide adequate protection under Bankruptcy Code § 362 to LPS, you must create or maintain the Reserve Account as required by LPS, and LPS must have the right to offset against the Reserve Account for any and all obligations which you may owe to LPS, without regard to whether the obligations relate to reservation booking payments initiated or created before or after the filing of the bankruptcy petition.
6.6 Remedies Cumulative. The rights and remedies conferred upon LPS in this Agreement, at law or in equity, are not intended to be exclusive of each other. Rather, each and every right of LPS under this Agreement, at law or in equity, will be cumulative and concurrent and in addition to every other right. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, collection agency fees, and any applicable interest.
7. Service Fees
7.1 Booking Fee. Guests are charged a small Booking Fee for your use of the Lodgable Platform. The aggregate service fee per reservation is equal to the multiple of (a) the number of nights stayed by the Guest, (b) the net rate per night as defined by the Supplier in the Lodgable Platform, (c) the net fees per night as defined by the Supplier in the Lodgable Platform, (d) and the relevant Standard Booking service fee percentage set by Lodgable (“ Guest Booking Fee”). We use this fee to cover the services that we provide to you. Lodgable currently charges a Guest Booking Fee to cover the cost of running our site and services. This fee is determined on a case by case basis by the Supplier's property count or sales volume. If we are unable to collect this fee directly from the guest, we will collect this fee from you. For the avoidance of doubt, Guest Booking Fee will be charged in the event of overbooking or a no-show or a charged cancellation and shall be calculated in accordance with the confirmed booking. Lodgable shall be entitled to its Guest Booking Fee on any fees or other charges similar to cancellation fees, regardless of what they are named by Supplier.
7.2 Booking Fee Program Modification. You acknowledge that Lodgable has the rights to modify the Guest Booking Fee program rates at any time, without notification to you.
7.3 OTA Commissions Each individual OTA imposes different fees for marketing your properties in the form of a property listing on their Travel Sites (the “OTA Commissions”). It is the Supplier’s sole responsibility to pay all OTA Commissions. You agree that Lodgable will not be held responsible for any unpaid OTA Commissions and you agree to assume any and all liability.
Lodgable gives the Supplier a platform to assist in managing their property content across multiple Travel Sites. Lodgable may supply tools that allow the Supplier to markup their net rates to cover OTA Commissions. If the Supplier chooses to markup their rates, the Supplier and not Lodgable is still required to pay the OTA Commissions.
In most cases, the OTA will bill or debit the Supplier directly for the OTA Commissions. However in some cases the OTAs may require Lodgable to collect the OTA Commissions on behalf of the OTA. You agree to allow Lodgable to collect the OTA Commissions on your behalf when Lodgable or the OTA deems it necessary. Lodgable may deduct the amounts owed on the Supplier payouts, debit the Supplier’s payment method on file, or take other necessary measures to collect the OTA Commissions or other fees.
7.4 Single OTA Contract Payments. When enrolled in the Single OTA Contract as outlined in the Supply Partner Agreement, you receive a payout from LPS for all OTA bookings instead of from the OTA directly. You will receive a payout for the amount paid by the guest minus the Lodgable booking fee, OTA commissions, and any transaction costs associated with processing the booking payment.
7.5 Multiple OTA Contract Payments. When you directly work with Multiple OTA Contracts as outlined in the Supply Partner Agreement, we will use the merchant account that you’ve created or connected with the Lodgable Platform to process all OTA payments, unless the OTA acts as the Merchant on Record. When the OTA acts a Merchant on Record, they will pay you directly. The OTA Commissions that they charge may be deducted from the actual payout amounts that they issue to you or they may bill you directly.
7.6 Published Rates. All prices that you enter or import into Lodgable are considered net rates and net fees. When we publish your rates on the OTAs, your integrated customer websites, or on the Lodgable Platform booking pages, we display a marked up price called a rack rate. The rack rate is equal to your net rates, net fees, or other price markups, plus the Guest Booking Fee. Your OTA commissions will be accessed on your rack rate. You will be paid your net rates less any costs associated with a booking.
7.7 Processing Fee. Lodgable has partnered with Stripe to provide credit card processing. With each transaction that you accept, Stripe will deduct a processing fee before transferring money to your bank account. You can find Stripe’s current pricing listed here https://stripe.com/us/pricing. We reserve the right to move to another Supplier processing service (“Payment Gateway”), add additional Payment gateways, or remove Payments gateways as we see fit.
7.8 Processing Fee Cover Option. For your convenience, Lodgable allows you to easily markup your net rates to cover Payment Gateway processing fees (“Fee Cover Option”). Do to laws governing some regions in the United States of America, this markup in net rates will apply to all of your bookings and invoices once you’ve enabled the Fee Cover Option. This may be referred to as the “Let guests cover it” option from within the Lodgable platform or other advertising. For cash or check customers, you are allowed to offer them a discount but cannot charge them less per night than people paying with a credit card.
While the Fee Cover Option may be advertised at 0% + $0.30, Payment Gateways, like Stripe, will still deduct fees before transferring money to you. You will not be getting Payment Gateway services or credit card processing for free. For example, if Stripe charges $2.90 + $0.30 on a $100 transaction, Lodgable would increase the nightly rate to $103.20 to offset Stripe’s fee. You would then still receive your original net asking price of $100, using this example. Lodgable uses reasonable efforts to calculate and increase your net nightly rates to offset the fees charged by a Payment Gateway, when the Fee Cover Option has been selected by you. You agree that Lodgable will not be liable for any miscalculations or inaccuracies due to providing the Fee Cover Option. You agree to not hold Lodgable liable for any increase or decrease in money for any transactions related to the Fee Cover Option.
In the event that partial payments are accepted using Stripe or another Payment Gateway, Lodgable will only cover a percentage processing amount and not an additional fixed fee amount per transaction. For example, if a payment gateway charges 2.9% + $0.30 per transaction, the $0.30 per transaction fee would only be marked up once using the Fee Cover Option and charged just one time. Lodgable would still offset the difference on every transaction to cover the 2.9%, while the Fee Cover Option is active.
7.9 Fee Cover Option Program Modification. You acknowledge that Lodgable has the rights to modify the Fee Cover Option program or discontinue it at any time, without notification to you.
7.10 Fee Cover Option Program Availability. This offer may not be available in all countries and for all clients. Non-USA residents that do not have a USA bank account may be subject to other fees.
7.11 Additional Processing Fees. Stripe or another Payment Gateway may charge additional fees outside their standard processing rates. Lodgable will not cover chargebacks, insufficient fund fees, activation, termination fees, refunds, or any fees imposed by Stripe or another Payment Gateway. You agree to always be the responsible party when any type of processing fees are owed, related to your account.
7.12 Payment Methods Accepted. Currently Visa, Mastercard, Discover, American Express, Diners Club, and JCB are accepted on Lodgable, via Stripe. Acceptance of these cards may change without notice based on changes to Stripe or Lodgable working with another Payment Gateway.
7.13 Tax Withholding. The Supplier is responsible for withholding and reporting relevant taxes according to the relevant tax regulations and the practices and requests of the tax authorities. The Supplier shall bear and be responsible for the payment and remittance of the taxes and the associated late payment interests and penalties imposed by the tax authority for failing to withhold and report any taxes applicable to the service fee. If required, the Supplier shall be solely responsible to negotiate and agree with the relevant tax authorities on the tax treatments of the service fee (payments). The Supplier shall upon first request of Lodgable provide Lodgable with (photo/scanned-) copies of tax payment certificates/tax exemption certificates.
7.14 Fee Collection. Any fees associated with a booking transaction in excess of the amount collected from the Guest Booking Fee will be billed directly to you. You acknowledge that you agree to pay these charges and any other charges associated with the booking. If you choose to opt out of the Guest Booking fee program, you agree to pay for all of the processing costs and the fees associated with using and having a Lodgable account.
7.15 Dispute Resolution. In the event of a dispute between Lodgable and the Supplier (e.g. on the amount of the service fee), any undisputed amount of the service fee will be paid in accordance with the Lodgable Terms, notwithstanding the status or nature of the dispute.
7.16 Rounding Off. Some OTAs, in their sole discretion, round up or round down amounts to the nearest whole functional base. Do to this, LPS may payout funds to Suppliers to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, LPS may round up an amount of $95.50 to $96.00, and $101.49 to $101.00. Some currencies are also denominated in large numbers. In those cases, LPS may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for LPS to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.
8. Receiving Money
8.1 Verified Bank Account. LPS will take reasonable measures to make sure that you have legal control of one or more of your supplied bank accounts for ACH bank deposits. LPS will not issue payouts to the Supplier until the verification is complete. This verification may take place by way of a random deposit(s) of less than one dollar ($1.00) by LPS to the supplied bank account. In the case of such random deposit, LPS will retrieve (debit) the deposited amount from your bank account soon afterwards. A Verified Account status does not constitute an endorsement of a Supplier or a guarantee of a Supplier's business practices. Currently, payouts are only available to verified bank accounts in the United States.
8.2 Payout Model. Lodgable may offer one or more payout options based on the Supplier’s qualifications.By default, all Suppliers are enrolled in the forty-eight (48) hour payouts model. Other payout models will be approved on a per customer basis at Lodgable’s sole discretion.
Same day payouts are subject to approval by LPS, using a credit check. By applying for same day payouts, you are providing LPS with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain your personal and/or business credit report from a credit bureau. You are also authorizing LPS to obtain your personal and/or business credit report: (a) when you opt in for marketing or distribution of your properties, (b) when you request new products, or (c) at any time LPS reasonably believes there may be an increased level of risk associated with your account. Whenever possible, LPS will attempt to perform a soft inquiry to acquire your credit score, but may from time to time be required to pull a hard credit report. In most cases, an inquiry from LPS will not affect your credit score, but LPS does not make any guarantees that your credit score will not be affected. Same day payouts are generally reserved for applicants with good to excellent credit. If you qualify for same day payouts, funds will become available for payout the same day you accept a guest payment from an in-house reservation and some online bookings from an online travel agency partner site (OTA) or your integrated Lodgable website. Some of our OTAs do not support same day payouts. Payouts from OTAs that do not participate in same day payouts will become available to you 48 hours after the Guest checks out. If LPS is not able to grant you approval for same day payouts on the basis of your credit report or score, LPS may offer you the option to create a Reserve Account as outlined in Section 6 if you still wish to receive same day payouts.
Forty-eight (48) hour payout funds become available 48 hours after a Guest checks out from your property. With this option, it doesn’t matter who made the reservation or where the booking came from. All payouts will be treated the same. Forty-eight (48) hour payouts may be subject to approval by a credit report or other identity authentications.
8.3 Payout Schedule. Once you verify your US bank account, and have fifty ($50) dollars or more in your LPS account, LPS will automatically initiate a payout to your bank account in accordance with your qualifying payout model. Payouts to your bank account for payments received by you during business hours (before 4pm US Mountain Standard Time) will usually be deposited into your bank account within three (3) to five (5) business days based on the availability of funds, transfer, and bank processing times. LPS does not guarantee the payout deposit times and you release LPS from any liability, damages, or claims resulting in slower than normal deposit times.
8.4 Payment Review. Payment Review is a process by which LPS may review certain potentially high-risk transactions. If a payment is subject to Payment Review, LPS will place a hold on a payment or payout and may provide a notice. LPS will conduct a review and either clear or cancel the payment or payout. If we are unable to clear the funds, LPS will cancel the payment and the funds will be returned to the Guest.
8.5 Risk of Reversals, Chargebacks and Claims. When you receive a payment, you are liable to LPS for the full amount of the payment sent to you plus any Fees if the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the amount of the payment sent by the Guest or an online travel site (“Sender”), plus the applicable Fees listed in Section 7 (Fees) of this Agreement if you lose a Claim or a Chargeback or if there is a Reversal of the payment. You agree to allow LPS to recover any amounts due to LPS by debiting your Balance. If there are insufficient funds in your Balance to cover your liability, you agree to reimburse LPS through other means. If a sender of a payment files a Chargeback, the credit card issuer, not LPS, will determine who wins the Chargeback.
8.6 Refund and Reversal Currencies. All refunds and reversals will be made in the same currency as the original transaction. If your transaction must be refunded or reversed and you do not have the correct currency available in your Balance, a currency conversion will be performed.
8.7 Payout Disbursement Limits. Depending on the degree of which you have Verified your Account, we may limit the amount we payout to you each month. In addition, we may delay withdrawals of large sums of money while we perform a risk review.
9. Term and Termination
10.1 Confidential Information. The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation, in the case of LPS, information concerning the Payment System and the know-how, technology, techniques, or business or marketing plans related thereto (collectively, the "Confidential Information") all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party's obligations under this section or by breach of a third party's confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party's confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party's Confidential Information; (ii) not use the disclosing party's Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party's express prior written consent; (iii) disclose the disclosing party's Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party's internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of the Confidential Information. The receiving party shall cooperate and assist the disclosing party in preventing or remedying any such unauthorized use or disclosure.
10.2 Indemnification. Supplier agrees to indemnify, defend, and hold harmless LPS, its employees or agents from and against any loss, liability, damage, penalty or expense (including attorneys' fees, expert witness fees and cost of defense) they may suffer or incur as a result of (i) any failure by Supplier or any employee, agent or affiliate of Supplier to comply with the terms of this Agreement; (ii) any warranty or representation made by Supplier being false or misleading; (iii) negligence of Supplier or its subcontractors, agents or employees; or (iv) any representation or warranty made by Supplier or any employee or agent of Supplier to any third person other than as specifically authorized by this Agreement.
10.3 Disclaimer of All Warranties. THE PAYMENT SYSTEM IS PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. LPS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, TO Supplier AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF SupplierABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LPS OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF LPS'S OBLIGATIONS.
10.5 Taxes. Supplier shall pay, indemnify and hold LPS harmless from (i) any sales, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on LPS's income; and (ii) all government permit fees, customs fees and similar fees which LPS may incur with respect to this Agreement. Such taxes, fees, and duties paid by Supplier shall not be considered a part of, a deduction from, or an offset against, payments due to LPS hereunder.
10.6 Supplier represents and warrants to LPS as follows:
Supplier has the full power and authority to execute, deliver and perform this Agreement. This Agreement is valid, binding and enforceable against Supplier in accordance with its terms and no provision requiring Supplier's performance is in conflict with its obligations under any constitutional document, charter or any other agreement (of whatever form or subject) to which Supplier is a party or by which it is bound. Supplier is duly organized, authorized and in good standing under the laws of the state, region or country of its organization and is duly authorized to do business in all other states, regions or countries in which Supplier's business make such authorization necessary or required. Supplier enters into this Agreement and will only use the Payment System in the course of its own business, trade or profession and not as a consumer (nor for any personal, household or domestic purposes).
10.7 Data Security Compliance. Supplier agrees to comply with privacy and security requirements under the Payment Card Industry Data Security Standard ("Association Requirements") with regards to Supplier's use, access, and storage of certain credit card non-public personal information ("Cardholder Information") on behalf of LPS. Visa, MasterCard, Discover, American Express, any ATM or debit networks, and the other financial service card organizations shall be collectively known herein as "Associations." Supplier shall comply with its obligations under any applicable law or regulations as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of Cardholder Information. Supplier agrees that it shall protect the privacy of Cardholder Information to at least the same extent that LPS must maintain that confidentiality under the Association Requirements or applicable law. Supplier agrees to ensure that any agent, including a subcontractor, to whom it provides Cardholder Information received from or created or received by Supplier on behalf of LPS, agrees to the same restrictions and conditions that apply through this Agreement to Supplier with respect to such information. Upon five (5) business days notice or immediately upon any unauthorized access to, use or disclosure of any Cardholder Information, LPS may at its discretion, conduct an on-site audit and review of Supplier's procedures and systems.
10.8 Data Accuracy. Supplier shall provide LPS with data necessary for the electronic funds transfer ("collection data") in the form and at the times prescribed by LPS and shall make periodic checks and updates necessary to cause the collection data to be current and accurate at all times. The format and schedule requirements for delivery of collection data by Supplier may be changed by LPS during the term of this Agreement, and Supplier shall deliver collection data in conformity with changed requirements set forth from time to time by LPS. Supplier warrants to LPS that all data and entries delivered to LPS by Supplier will (a) be correct in form, (b) contain true and accurate information, (c) be fully authorized by the consumer or business, and (d) be timely under the terms and provisions of this Agreement.
10.10 Compliance with Export Controls. Supplier understands and acknowledges that LPS is subject to regulation by agencies of the U.S. government, including the U.S. Department of Commerce, which prohibit export or diversion of certain products and technology to certain countries, entities, and individuals. Any and all obligations of LPS to provide any products or services hereunder shall be subject in all respects to such United States laws and regulations as shall from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations ("EAR") issued by the Department of Commerce, International Trade Administration, Bureau of Export Administration ("BXA"). Supplier agrees not to export or re-export any LPS Intellectual Property in violation of any such restrictions, laws or regulations. Unless all required permits and/or approvals have been obtained, Supplier shall not cause, approve or otherwise facilitate others such as agents, subsequent purchasers, customers or any other third parties to export or re-export any LPS Intellectual Property. Supplier agrees not to distribute or supply LPS Intellectual Property to any person or entity if Supplier believes that such person intends to re export or otherwise to take the LPS Intellectual Property or to use the LPS Intellectual Property outside of the United States without having all required permits and approvals. The LPS Intellectual Property and the underlying information or technology may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country to which the U.S. has embargoed goods; or, (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders.
10.11 Electronic Signatures. Under the Electronic Signatures in Global and National Commerce Act (E-Sign), this Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when (1) your electronic signature is associated with this Agreement and related documents, (2) you consent and intend to be bound by the terms of this Agreement and related documents, and (3) the Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record). This Agreement and all related electronic documents shall be governed by the provisions of E-Sign.
By submitting this application by pressing submit, activate payments, or any other worded call to action button that allows you to submit this application through part of a mobile or web application, you agree (i) that this agreement and related documents shall be effective by electronic means, (ii) to be bound by the terms and conditions of this Agreement and related documents, (iii) that you have the ability to print or otherwise store this Agreement and related documents, and (iv) to authorize us to conduct an investigation of your credit history with various credit reporting and credit bureau agencies for the sole purpose of determining the approval of the applicant for Supplier status or equipment leasing. This information is kept strictly confidential and will not be released.
Last Date Updated: August 16, 2016
Please read these terms of service carefully as they contain important information regarding your legal rights, remedies and obligations. These include various limitations and exclusions, a clause that governs the jurisdiction and venue of disputes, and obligations to comply with applicable laws and regulations.
In particular, Suppliers should understand how the laws work in their respective cities. Some cities have laws that restrict their ability to host paying guests for short periods. These laws are often part of a city’s zoning or administrative codes. In many cities, Suppliers must register, get a permit, or obtain a license before listing a property or accepting guests. Certain types of short-term bookings may be prohibited altogether. Local governments vary greatly in how they enforce these laws. Penalties may include fines or other enforcement. Suppliers should review local laws before listing a space on Lodgable.
a) The term “we”, “us” or “our”shall refer to Lodgable, LLC. and all its affiliates and subsidiaries.
b) The term “Services” refers to all services provided by Lodgable including but not limited to creating, maintaining and Supplying a website, receiving booking information via our Booking System, managing reservations and responding to Supplier clients via our Reservation System and managing content on third party channels via our Channel Manager.
c) The term “Supplier” shall refer to the User who registers for an account on Lodgable.com in order to access and use the Services or who maintains a Supplier account on Lodgable.com regardless of whether he/she is using our Services, any staff or contractor employed by User, property owners with properties managed by User, vendors with which User has a formalized business arrangement, or any other persons who visits the Site or uses the System and includes a Supplier and its employees and agents.
d) “Guest” means a USER who requests from a Supplier a booking of an Accommodation via the Supplier’s Property Website or the Services, System or Services, or a USER who stays at an Accommodation and is not the Supplier for such Accommodation.
e) “Guest Information” shall include, but shall not be limited to, all information that identifies a consumer and information from which a guest’s identity can be ascertained, either from the information itself or by combining the information with information from other sources. The Supplier acknowledge that the privacy and security of Guest Information may be regulated by various federal and state laws and regulations. Supplier represent and warrant that: (a) they shall comply with any applicable laws and regulations regarding the privacy and security of Guest Information; (b) they shall maintain the confidentiality of Guest Information; (c) they shall not use Guest Information except as necessary to fulfill their obligations under this Agreement; (d) they shall not disclose Guest Information to third parties except at the specific written direction of the disclosing party; (e) they shall maintain adequate physical, technical and administrative safeguards to protect Guest Information from unauthorized access; and (f) they shall immediately notify the disclosing party of any actual or suspected breach of the confidentiality of Guest Information. Supplier agrees they shall indemnify, defend, and hold the Lodgable harmless from and against any loss, claim, or liability Supplier may suffer as a result of a breach of these representations and warranties regarding Guest Information. In the event of a breach, Guest agrees to hold Lodgable harmless and to seek remedies from the Supplier.
f) The term “Property Website” refers to the website that is created by the Supplier using our Services.
g) “Listing” means an Accommodation that is listed by a Supplier as available for rental via the Property Website, System, and Services.
h) The term “Property” refers to any form of accommodation, building, apartment, room, apartment blocks, houses or any other dwellings or rental space that is displayed by the Supplier on the Property Website offered for rent.
i) The term “Content” means text, graphics, images, music, software, audio, video, information or any other form of data. h) The term “Property Content” refers to Content provided by the Supplier as part of him/her using the Services including but not limited to Property information on Property Websites about amenities, property location, suitability, pricing or availability.
j) The Term “Lodgable Content” means Content that Lodgable makes available through Lodgable.com or the Services, including any Content licensed from a third party, but excluding Property Content.
k) The term “applicable law” means the law at the time being in force in Salt Lake County, Utah, United States of America.
l) The term “User” refers to any person, whether an individual or a legal entity, Supplier or Guest, accessing and using Lodgable.com or a Property Website.
m) "System" means the Site and all mobile Systems and other Systems which provide access to the Services offered by Lodgable and its affiliates from time to time.
n) "Site" means this website, all related web pages, and all related websites operated by affiliates or divisions of Lodgable, but does not include any third party websites which are linked to or may link from this website whether or not such third party websites are used in connection with the Services.
o) “Collective Content” means User Content and Lodgable Content.
2. ACCEPTANCE OF TERMS
2.1 The access to and use of Lodgable.com, the Property Website, and the Services is subject to this Property Website Agreement and collectively all of the Lodgable Terms. By using Lodgable.com and the Services the User is fully accepting the terms, conditions and disclaimers contained in this notice. If the User does not accept these Terms he/she must immediately stop using Lodgable.com, the Property Website, and the Services.
3. LIMITATION OF BUSINESS ACTIVITY
3.1 We do not own or manage Properties on Property Websites and we do not act as real estate agents or travel agents. We are a neutral venue that allows Suppliers to display their Properties on a Property Website by using a premade template created by Lodgable or a customized Lodgable template by the Supplier. We are also a neutral venue to help facilitate bookings on third party travel network sites. We do not take part in or responsibility for any rental transactions, booking arrangements, or any property management issues. We are not a party in any rental contract.
3.2 We have not confirmed the accuracy and currency of Property Content and we do not warrant that the Property Content is accurate and current. The Property Content is provided and maintained directly by the Supplier and he/she takes sole responsibility for the accuracy and currency of it. We are in no way liable for loss or damage incurred as a result of any inaccuracies or misleading statements made in the Property Content. The display of a Property on Property Websites does not constitute an endorsement or recommendation from us. We cannot guarantee nor be responsible for the condition of the Properties displayed on Property Websites, the right of Suppliers to offer a Property for rent or the ability of other users to pay for any rental. Lodgable will have no liability or responsibility with respect to User interactions with any other User, including any personal injury or damage that occurs at a Property advertised through the Services.
3.3 Lodgable makes available an online platform or marketplace with related technology for Guests and Suppliers to meet online and arrange for bookings of Accommodations directly with each other. Lodgable is not an owner, operator, or provider of properties. Nor does Lodgable own, sell, resell, furnish, provide, rent, re-rent, manage and/or control properties. This includes, but not limited to, hotel rooms, motel rooms, resorts, vacation rentals, other lodging accommodations, transportation, or other travel services. Lodgable’s responsibilities are limited to: (a) facilitating the availability of the Site, System and Services and (b) serving as the limited payment collection agent of each Supplier for the purpose of accepting payments from Guests on behalf of the Supplier. In all payment transactions, the Supplier, not Lodgable, is the Merchant of Record and the Supplier is responsible for including but not limited to all fees charged, adjustments, refunds, errors, and chargebacks made on the platform.
3.4 PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, SYSTEM, AND SERVICES ARE INTENDED TO BE USED TO FACILITATE SupplierS AND GUESTS CONNECTING AND BOOKING ACCOMMODATIONS DIRECTLY WITH EACH OTHER. LODGABLE CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY ACCOMMODATIONS. LODGABLE IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND ACCOMMODATIONS. ACCORDINGLY, ANY BOOKINGS WILL BE MADE AT THE GUEST’S OWN RISK.
4. Use of the Services
4.1 The Supplier agrees to access and use the Services only to advertise Properties for rent and allow Guest’s to book their properties. Any other use of the Services is expressly prohibited. The Supplier agrees not to use Lodgable.com and the Services for any purpose that is unlawful or prohibited by these Terms.
4.2 The Supplier is required to register and create a Supplier Account with us in order to access and use the Services. If the Supplier chooses to register for the Service, the Supplier agrees to provide and maintain true, accurate, current and complete information about himself/herself.
4.3 The Supplier agrees to provide Content about real Properties. It is the sole responsibility of the Supplier to ensure that the Property Content is complete, accurate, current, legal and decent reflecting the true state and features of the displayed Property. The Supplier acknowledges that he/she owns the displayed Property or has the legal right to display the Property and Property Content on the Property Websites.
4.4 The Supplier represents and warrants that he/she owns the copyright of the Property Content or that he/she has been authorized by the owner of the copyright of the Property Content to grant us permission to use the Property Content. The Supplier irrevocably and unconditionally indemnifies us immediately on demand against any cost, loss or liability which we may cause by reason of any breach of copyright arising from its use of the Property Content.
4.5 The Supplier is responsible for ensuring that his/her Property Website complies to local law.
4.6 The Supplier agrees that Lodgable shall not take any responsibility for comments and reviews posted on the Supplier Websites by Users or imported from third parties sources and we shall not be liable to the Supplier should the review turn out to be injurious to the Supplier, or give rise to any claim, or cause loss or damage to the Supplier.
4.7 Other Users will be able to book a Supplier’s Accommodation via the Site, System, and Services based upon the information provided in the Supplier’s Listing. Supplier understands and agrees that once a Guest requests a booking of a Supplier’s Accommodation, the Supplier may not request the Guest to pay a higher price than in the booking request.
4.8 The Supplier acknowledges and agrees that the Supplier is responsible for any and all Listings they post. Accordingly, Suppliers represent and warrant that any Listing they post and the booking of, or a Guest's stay at, an Accommodation in a Listing posted by the Supplier (a) will not breach any agreements the Supplier has entered into with any third parties, such as homeowners association, condominium, lease or rental agreements, and (b) will be in compliance with all applicable laws (such as zoning laws and laws governing rentals of residential and other properties), Tax requirements, and rules and regulations that may apply to any Accommodation included in a Listing posted by the Supplier (including having all required permits, licenses and registrations), and (c) not conflict with the rights of third parties. Please note that Lodgable assumes no responsibility for a Supplier’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Lodgable reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that Lodgable, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or Lodgable’s then-current Policies, or otherwise harmful to the Site, System or Services.
4.9 If you are a Supplier, you understand and agree that Lodgable does not act as an insurer or as your contracting agent. If a Guest requests a booking of your Accommodation and stays at your Accommodation, any agreement you enter into with such Guest is between you and the Guest and Lodgable is not a party thereto. Notwithstanding the foregoing, Lodgable Payments Services (“LPS”) serves as the limited authorized payment collection agent of the Supplier for the purpose of accepting, on behalf of the Supplier, payments from Guests of such amounts stipulated by the Supplier (including cleaning or other fees and/or Taxes).
4.10 When you create a Listing, you may also choose to include certain requirements which must be met by the Users who are eligible to request a booking of your Accommodation in order to book your Accommodation by means of including a rental agreement. Any User wishing to book Accommodations included in Listings with such requirements must meet these requirements.
4.11 If you are a Supplier, Lodgable may make certain tools available to you to help you to make informed decisions about which Guests you choose to confirm a booking with for your Accommodation. You acknowledge and agree that, as a Supplier, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Accommodation at your request or invitation, excluding the Guest (and the individuals the Guest invites to the Accommodation, if applicable.)
4.12 Lodgable recommends that Suppliers obtain appropriate insurance for their Accommodations. Please review any insurance policy that you may have for your Accommodation carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Guests (and the individuals the Guest invites to the Accommodation, if applicable) while at your Accommodation.
5. Appointment of Lodgable Payment Services as Limited Payment Collection Agent for Supplier
5.1 Each Supplier hereby appoints LPS as the Supplier’s limited payment collection agent solely for the purpose of accepting the Accommodation Fees and other Charges from Guests.
5.2 Each Supplier agrees that payment made by a Guest through Lodgable Payment Services (“LPS”), shall be considered the same as a payment made directly to the Supplier, and the Supplier will make the Accommodation available to the Guest in the agreed-upon manner as if the Supplier has received the Accommodation Fees. Each Supplier agrees that Lodgable may, in accordance with the cancellation policy selected by the Supplier and reflected in the relevant Listing, (a) permit the Guest to cancel the booking and (b) refund (via LPS) to the Guest that portion of the Accommodation Fees specified in the applicable cancellation policy. Each Supplier understands that as LPS accepts payments from Guests as the Supplier’s limited payment collection agent and that LPS’s obligation to pay the Supplier is subject to and conditional upon successful receipt of the associated payments from Guests. Lodgable does not guarantee payments to Suppliers for amounts that have not been successfully received by LPS from Guests. In accepting appointment as the limited authorized agent of the Supplier, LPS assumes no liability for any acts or omissions of the Supplier.
5.3 Please note that Lodgable does not currently charge fees for the creation of Listings. However, you as a Supplier acknowledge and agree that Lodgable reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Listings. Please note that Lodgable may or may not provide a notice of any Listing fee collection via the Site, System, and Services, prior to implementing such a Listing fee feature. By continuing to use the services, you are indicating by using the Site or Services that you agree to be bound by the modified Terms.
6. Bookings and Financial Terms for Guests
6.1 The Suppliers, not Lodgable, are solely responsible for honoring any confirmed bookings and making available any Accommodations reserved through the Site, System and Services. If you, as a Guest, choose to enter into a transaction with a Supplier for the booking of an Accommodation, you agree and understand that you will be required to enter into an agreement with the Supplier and you agree to accept any terms, conditions, rules and restrictions associated with such Accommodation imposed by the Supplier. You as a Guest acknowledge and agree that you, and not Lodgable, will be responsible for performing the obligations of any such agreements, that Lodgable is not a party to such agreements, and that, with the exception of its payment obligations hereunder, Lodgable disclaims all liability arising from or related to any such agreements. You as a Guest acknowledge and agree that, notwithstanding the fact that Lodgable is not a party to the agreement between you and the Supplier, LPS acts as the Supplier’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Supplier. Upon your payment of the Total Fees to LPS, your payment obligation as a Guest to the Supplier for the Accommodation Fees is extinguished unless you make additional reservation modifications directly with the Supplier. LPS is responsible for remitting the Accommodation Fees, in the manner described in these Property Website Terms and other Terms. In the event that LPS does not remit any such amounts as described in these Terms, such Supplier will have recourse only against such Lodgable entity.
6.2 On the Property Website, Lodgable may display the accommodation rates, fees, or taxes as an average nightly amount or a combined amount for the purpose of displaying and simplifying charges to a Guest during the booking process. This however does not change the actual prices that a Supplier charges nor does it eliminate any fees that they would normally charge. When calculating the Taxes and Fees per night (“Average Fees”), Lodgable may calculate a sum of all of the combined fees and taxes a Supplier charges for the specific property that is being booked by the Guest and divide the fees by the number of nights a guest is staying. For example, if a Supplier charges $100 for a cleaning fee, $50 for a pet fee, $25 for Lodging, and the guest is staying for 7 nights, the Average Fees would total $25 per night. When calculating the average nightly accommodation booking rate for the property (“Average Nightly Rate”), Lodgable calculates a sum of all of the combined nightly rates based on the pricing provided by the Supplier and then divides it by the number of nights a guest is staying. For example, if the guest was staying for three nights and night one cost $100, night two cost $115, and night three cost $120, the Average Nightly Rate would total $111.67 per night. The Average Nightly Rate or Average Fees may be used to calculate the Total Fees payable by the Guest.
6.3 The Total Fees payable will be displayed to a Guest before the Guest enters into a booking with Supplier. The Supplier agrees to honor all online booking made via the Property Website. For all inquiries made by a guest, the booking is not considered official until a payment has been accepted on behalf of the Supplier by means of charging a Guest’s credit card, transfers money by means of an echeck, ACH, EFT, or other electronic funds transfer. An inquiry is used mainly to ask questions about a property or help facilitate a manual booking facilitated by the Supplier. In the event that an unanswered inquiry by the Supplier causes damages or disrupts travel plans, the Guest agrees to hold Lodgable harmless and to seek relief from the Supplier.
6.4 You as a Guest agree to pay Lodgable for the Total Fees for any booking requested in connection with a completed booking or booking pending. In order to establish a booking pending the applicable Supplier’s confirmation of your requested booking, you understand and agree that LPS, on behalf of the Supplier, reserve the right, in its sole discretion, to (a) obtain a pre-authorization via your credit card for the Total Fees or (b) charge your credit card a nominal amount, or a similar sum in the currency in which you are transacting (e.g. one euro or one British pound), to verify your credit card. Once Lodgable receives confirmation of your booking from the applicable Supplier, LPS will collect the Total Fees in accordance with these Terms and the pricing terms set forth in the applicable Listing. Please note that Lodgable cannot control any fees that may be charged to a Guest by his or her bank related to Lodgable’s collection of the Total Fees, and Lodgable disclaims all liability in this regard.
6.6 When a Guest checks into a property or receives a welcome email from the Supplier, they may receive a digital or printed copy of their complete guest folio (“Guest Receipt”) that describes each fee, tax, or nightly accommodation charge in detail. While the Guest Receipt may be more detailed, the Total Fees paid by the Guest will remain the same unless the guest made additional transaction before, during, or after checking into the property. The Guest agrees to pay all additional fees when the Guest or a party of the Guest asks a Supplier to change or alter their booking in any way.
7. Damage to Accommodations
7.1 As a Guest, you are responsible for leaving the Accommodation in the condition it was in when you arrived. You acknowledge and agree that, as a Guest, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Accommodation. In the event that a Supplier claims otherwise and provides evidence of damage, including but not limited to photographs, you agree to pay the cost of replacing the damaged items with equivalent items to the Supplier.
8. Security Deposits
8.1 Suppliers may choose to include security deposits in their Listings (“Security Deposits”). Each Listing will describe whether a Security Deposit is required for the applicable Accommodation. If a Security Deposit is included in a Listing for a confirmed booking of an Accommodation, LPS, in its capacity as the payment collection agent of the Supplier, will use its commercially reasonable efforts to obtain a pre-authorization of the Guest’s credit card in the amount the Supplier determines for the Security Deposit within a reasonable time at the Guest’s check-in at the applicable Supplier’s Accommodation.
8.2 If the Supplier does not require a credit card for the guest’s payment, Lodgable may be unable to collect or recover a Security Deposit claim on behalf of the the Supplier. It is the Supplier’s responsibility to require the Guest to pay using a credit card to provide more security for the Supplier to collect a Security Deposit should a claim arise. Lodgable is not responsible for any claims by the Supplier related to Security Deposits, nor any losses, and disclaims any and all liability in this regard to the Guest or Supplier.
8.3 Lodgable only acts as a platform to aid Suppliers in claiming a Security Deposit if the Supplier claims that property damages, vandalism, theft, or any other type of damages occurred. Lodgable is not an agent or advocate of any security deposit claim by the Supplier. Any requests by the Supplier on claims related to Security Deposits is strictly between the Supplier and Guest.
8.4 If a Guest feels that a Supplier has taken advantage of them, falsely, or wrongfully claimed a security deposit, the Guest’s only recourse is to seek relief from the Supplier by legal or other means. The Guest and Supplier agree to hold Lodgable harmless, free of all and any liability.
9. Guest Booking Fees
9.1 In consideration for the use of Lodgable’s online marketplace and platform or Property Websites, Lodgable may charge fees to the Supplier or Guest and reserves the right to do so. Lodgable also reserves the right to charge hosting or administrative fees to the Supplier if necessary. Where applicable, Taxes (such as VAT in Europe) may also be charged in respect of the Supplier Fees and Guest Fees. LPS reserves the right to deduct the Supplier Fees from the Accommodation Fees before remitting the balance to the Supplier. Guest Fees will be included as a part of the Total Fees at the time of checkout if LPS charges a Guest Booking Fee.
9.2 Balances will be remitted by LPS to Suppliers via check, direct deposit or other payment methods. Amounts may be rounded up or down as described the “Rounding Off” section below.
9.3 Please note that LPS, may impose or deduct foreign currency processing costs on or from any payments or payouts by Lodgable in currencies other than U.S. dollars. Booking Fees are non-refundable.
10. Cancellations and Refunds
10.1 If, as a Guest, you wish to cancel a confirmed booking made via the Site, System and Services, either prior to or after arriving at the Accommodation, the cancellation policy of the Supplier contained in the applicable Listing will apply to such cancellation. Lodgable’s ability to refund the Accommodation Fees and other amounts charged to you will depend upon the terms of the applicable cancellation policy. Details regarding refunds and cancellation policies are available via the Site and System. Cancellation fees are specific to each Supplier. All Guest Booking Fees are non-refundable regardless of the cancellation policy selected by the Supplier.
10.2 If a Supplier cancels a confirmed booking made via the Property Website, Services, or System, the Supplier agrees to be bound by the Terms they agreed to in the Lodgable Supply Partner Agreement.
10.3 If, as a Supplier, you cancel a confirmed booking, Lodgable may apply penalties or consequences to you or your Listing, including (a) publishing an automated review on your Listing indicating that a reservation was cancelled, (b) keeping the calendar for your Listing unavailable or blocked for the dates of the cancelled booking, or (c) imposing a cancellation fee (to be withheld from your future payouts).
11. Recurring Payments
11.1 In some instances, Guests may be required to make recurring or incremental payments toward the Total Fees owed for a confirmed booking before beginning his or her stay at the applicable Accommodation (collectively, “Recurring Payments”). If Recurring Payments apply to a confirmed booking, then the Guest authorizes LPS, on behalf of the Supplier, to collect the Total Fees and the Supplier agrees that such Lodgable entity will initiate payouts to the Supplier, in the increments and at the frequency associated with the applicable Recurring Payments, identified on the Site, System and Services.
12. Rounding Off
12.1 Lodgable may, in its sole discretion, round up or round down amounts that are payable from or to Guests or Suppliers to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, Lodgable may round up an amount of $55.50 to $56, and $55.49 to $55.
12.2 Some currencies are denominated in large numbers. In those cases, Lodgable may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for Lodgable to round up an amount of 1,035 up to 1,040 and 1,034 down to 1,030, or 20,350 up to 20,400 and 20,349 down to 20,300, or 137,500 up to 138,000 and 137,499 down to 137,000.
13. Foreign Currency
13.1 Lodgable’s online platform facilitates bookings between Guests and Suppliers who may prefer to pay and to receive payments in different currencies, which may require foreign currency conversions to accommodate these differing currency preferences. Although the Lodgable platform allows users to view the price of Listings in a number of currencies, the currencies available for users to make and receive payments may be limited, and may not include the default currency in any given geographic location.
13.2 Each foreign currency conversion is processed at a foreign currency conversion rate. This rate generally refers to the amount of one currency that must be paid to buy a certain amount of another currency at a given time. For example, if it costs $125.00 USD to buy €100.00, the currency conversion rate of US dollars to Euros would be 1.25, and the currency conversion rate from Euros to US dollars would be 0.8. Currency conversion rates will vary from time to time and Lodgable will make reasonable effort to always be up to date with Currency conversions. While Lodgable may show or calculate rates in Foreign Currencies, all payments will be processed in US dollars.
13.3 Lodgable will do it’s best to update the Base Exchange Rate on a regular basis, but not on a real-time basis. In particular, Lodgable does not always change the Base Exchange Rate immediately when its costs of foreign exchange change. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed. As a Supplier or Guest using the platform, Property Websites, System, Site, or Services, you agree to hold Lodgable harmless and not to hold Lodgable Liable for any inaccuracies due to Currency conversions or not having the most current Base Exchange Rate.
13.4 Please note that your payment company (for example, your credit or bank card issuer) will use a currency conversion rate for and may impose a currency conversion fee on your payment or payout, if your card or bank account is denominated in a currency that is different from the Booking Currency or the Payout Currency respectively. Similarly, third-party payment processors may also use a currency conversion rate for or impose a currency conversion fee on your payment or payout. All of these currency conversion rates and fees are not controlled by or known to Lodgable.
14. Identity Verification.
14.1 User verification on the Internet is difficult and we cannot, and do not assume any responsibility for, the confirmation of each Supplier’s or Guest’s purported identity. We encourage you to communicate directly with a Guest or Supplier through the tools available on the Property Website, though even this does not assure you of the identity of the person with which you are communicating. We further encourage you to take other reasonable measures to assure yourself of the other person’s identity and, for Guests, of the property and relevant details of your booking or proposed booking.
14.2 EACH USER ACKNOWLEDGES AND AGREES THAT: (1) NEITHER LODGABLE NOR ANY OF ITS AFFILIATES WILL HAVE ANY LIABILITY TO ANY USER FOR ANY UNAUTHORIZED TRANSACTION MADE BY ANOTHER USER; AND (2) THE UNAUTHORIZED USE OF YOUR ONLINE ID AND PASSWORD FOR YOUR Supplier ACCOUNT OR YOUR EMAIL ACCOUNT COULD CAUSE YOU TO INCUR LIABILITY TO BOTH LODGABLE AND OTHER USERS. Further, we may, without notice to you, suspend or cancel your listing at any time even without receiving notice from you if we suspect, in our sole discretion, that your account with us or your email account is being used in an unauthorized or fraudulent manner.
15. Limitations on Communications and Use of Other Users’ Information; No Spam.
15.1 You agree as a User that, with respect to other users' personal information that you obtain directly or indirectly from or through the Site or through any Site-related communication, transaction or software, we have granted to you a license to use such information only for: (a) Site-related communications that are not unsolicited commercial messages, (b) using services offered through the Site, and (c) inquiring about or otherwise facilitating a financial transaction between you and the other user related to the purpose of the Site (such as inquiring about or booking an online booking or charging a personal credit card). Any other purpose will require express permission from the user. You may not use any such information for any unlawful purpose or with any unlawful intent.
15.2 In all cases, you as a Supplier must give users an opportunity to remove their information from your address book or database or other records and a chance to review what information you have collected about them. In addition, under no circumstances, except as defined in this provision, may you disclose personal information about another user to any third party without both our consent and the consent of the other user. You agree that other users may use your personal information to communicate with you in accordance with this provision. Further, you agree that you will protect other users’ personal information with the same degree of care that you protect your own confidential information (using at minimum a reasonable standard of care), and you assume all liability for the misuse, loss, or unauthorized transfer of such information.
15.3 We do not tolerate spam or unsolicited commercial electronic communications of any kind. Therefore, without limiting the foregoing, you as a Supplier are not licensed to add a Site user, even a user who has rented a vacation property from you or to you, to your mailing list (email or physical mail) without the user's express consent. You as a Supplier may not use any tool or service on the Site to send spam or unsolicited commercial electronic communications of any kind or in any other way that would violate these Terms. You as a Supplier are responsible for all content you provide to the Site or through any tool or service provided on the Site.
16. Prohibited Use
16.1 The User is prohibited from using or accessing Lodgable.com and the Services in a manner that unfavorably affects the performance or proper functioning of Lodgable.com and the Services, or any computer systems or networks used by Lodgable.com and the Services.
16.2 The User is prohibited to impersonate anyone, or to misrepresent or misstate facts about affiliation with any person, or to forge headers or manipulate identifiers so as to disguise the origin of the content transmitted through the Property Websites.
16.3 The User is prohibited to use, display, mirror or frame Lodgable.com, or any individual element within Lodgable.com or the Services, Lodgable’s name, any Lodgable trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
16.4 The User is prohibited to use any robot, spider, other automatic device or manual process to monitor, download, copy or keep a database copy of the Property Content and Lodgable Content.
16.5 The Supplier agrees not to post, upload, publish, submit or transmit any Content that: (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (g) promotes illegal or harmful activities or substances.
17. Third Party Services and Links to Third Party Websites
17.1 Lodgable.com includes services of third parties (including but not limited to the currency conversion, automatic translation tool, the display of the listings on partner sites, the domain registration service) and links to third party websites that are controlled and maintained by others. The User agrees that we shall not be responsible for any loss or damage of any sort incurred as a result of third party services and any such third party links on Lodgable.com. In no event shall any use of third party services and links to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party.
18. Translations and Maps.
18.1 If any user contributed content created by USERs or users is translated for display on any Site or any site of any affiliate of Lodgable, we cannot guarantee the accuracy or quality of such translation and the USER or user is solely responsible for the review, verification and accuracy of such translation. Unless we specify otherwise to the user or USER, any translation services are offered by us free of charge. Maps provided on the Site that are provided by Google are subject to the Google Maps Terms located at: http://www.google.com/intl/en_us/help/terms_maps.html.
19. Limitations of Liability
19.1 YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SYSTEM, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY ACCOMMODATIONS VIA THE SITE, SYSTEM AND SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF LODGABLE WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER LODGABLE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SYSTEM, SERVICES, COLLECTIVE CONTENT OR THE REFERRAL PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, SYSTEM, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, SYSTEM, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, SYSTEM, SERVICES, OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM OR FROM YOUR LISTING OR BOOKING OF ANY ACCOMMODATION VIA THE SITE, SYSTEM AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LODGABLE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
19.2 EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE SupplierS PURSUANT TO THESE TERMS, IN NO EVENT WILL LODGABLE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, SYSTEM AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY ACCOMMODATION VIA THE SITE, SYSTEM AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, SYSTEM, SERVICES, OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY ACCOMMODATION OR INTERACTIONS WITH ANY OTHER USERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, SYSTEM AND SERVICES AS A GUEST IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A Supplier, THE AMOUNTS PAID BY LODGABLE TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LODGABLE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
20.1 You agree to release, defend, indemnify, and hold Lodgable and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, System, Services, or Collective Content or your violation of these Terms; (b) your USER Content; (c) your (d) interaction with any USER, (e) booking of an Accommodation, or (f) creation of a Listing; (g) the use, condition or rental of an Accommodation by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a rental, booking or use of a Accommodation.
21. Reporting Misconduct
21.1 As long as it does not put you in harm's way, we always recommend communicating directly with the Supplier or the Supplier’s management to settle any disputes. If you stay with or Supplier anyone who you feel is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities.
22.1 The Supplier will be responsible for maintaining the confidentiality of his/her Supplier account and Guest Information, and as such the Supplier shall be responsible for all activities that occur under his/her password, account, or Property Website.
23. Changes to the Service
23.1 We may modify, replace, refuse access to, suspend or discontinue the Services and Lodgable.com, partially or entirely, at any time and in our sole discretion. We further reserve the right to withhold, remove and or discard any content available as part of the Supplier’s account, with or without notice if deemed by us to be contrary to this Agreement. For avoidance of doubt, Lodgable has no obligation to store, maintain or provide the Supplier with a copy of any content that the Supplier or User provide when using the Services.
24. Changes to the Terms & Conditions
24.1 We reserve the right to change these Terms at any time, and the User’s continued use of the Services following any changes shall be deemed to be the User’s acceptance of such change.
25.1 If any of these Terms should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms shall survive and remain in full force and effect and continue to be binding and enforceable.
26.1 Our failure to enforce at any time or for any period any one or more of the Terms shall not be a waiver of them or the rights attaching to any of them.
27.1 The structure, headings, numbering used in these Terms are included for convenience only and will not limit or otherwise affect the Terms herein.
28. The Company
28.1 The website www.Lodgable.com, and the names Lodgable, Lodgable Software, Lodgable Property Management Software, Lodgable Payment Services, Lodgable Vacation Rentals and System are property of Lodgable, LLC. a company incorporated under the State of Utah.
29.1 These Terms are governed by the State of Utah and Users accept the exclusive jurisdiction of the courts in Salt Lake County, Utah, United States of America to rule on any disputes.
30.1 The failure of Lodgable to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Lodgable. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
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