THIS AGREEMENT (the “Agreement“) is entered into as of the Effective Date set forth above by and between Castay (USA), Inc. dba Storied Collection, a Delaware corporation with a principal place of business at 1230 Capri St. Coral Gables, Florida, USA, 33134 (“Storied”) and the Accommodation Provider entity identified via acceptance of the following terms and conditions (“Accommodation Provider”), each a “Party” and collectively the “Parties.” 

1. Services. By entering into this Agreement, Accommodation Provider and Storied hereby agree that Storied shall market and procure consumer reservations at property locations provided by Accommodation Provider attached hereto (such procurement, “Reservations”, and such properties provided by Accommodation Provider, “Properties”) on behalf of Accommodation Provider through Storied’s proprietary booking software, sites, and mobile applications (“Storied Platform”), and further provide customer support services for such Reservations. Storied shall use commercially reasonable efforts to make the Properties available to consumers through the Storied Platform and procure Reservations for Accommodation Provider, subject to, and in accordance with, the terms of this Agreement. 

1.1. Accommodation Provider hereby grants Storied the right to market the Properties to users of the Storied Platform (“Customers”) based upon the terms and conditions set forth herein and in accordance with any terms and/or rules applicable to the Reservations as communicated by Accommodation Provider to Storied from time to time. 

1.2. The relationship between Accommodation Provider and Storied is strictly one of independent contractors. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the Parties or constitute any Party to be the agent of the other Party for any purpose. Nothing in this Agreement constitutes a sale or rental of properties from Accommodation Provider to Storied, and Storied bears no risk of loss with respect to any “listings” made available hereunder. No Party shall have any authority to act for or bind the other Party in any way, or to represent that it has such authority. 

2. Bookings and Rates. Accommodation Provider shall provide Storied access to, and information regarding, available Properties listed with Accommodation Provider, including without limitation applicable nightly rates (“Rates”), any applicable fees or added charges (“Fees”), applicable taxes (“Taxes”), and any applicable booking terms or rules (“Rules,”), and shall enable Storied to create Reservations for Properties via API connection to a property management system or channel manager maintained by or on behalf of the Accommodation Provider (“Storied Platform”). 

2.1. Licence. Accommodation Provider hereby grants to Storied during the Term a limited, non-exclusive, royalty-free right and licence to (a) access and use the Storied Platform; and (b) access, copy, use, distribute, and publish the applicable property supplier’s and Accommodation Provider’s trademarks, trade names, service marks and logos (“Licensed Marks”) and any pictures, photographs and descriptions (or any portion thereof) or other non-confidential information and data of the Accommodation Provider provided to Storied, including via the Storied Platform (“Licensed Content”); in each case for the purposes, and in accordance with the terms, set forth in this Agreement. 

2.2. Representation and Warranty. Accommodation Provider represents and warrants that: (a) Storied’s use of the Storied Platform, the Licensed Marks, and/or the Licensed Content shall not violate any law or violate or infringe the rights, including without limitation intellectual property rights, of any third party; and (b) all information relating to the properties provided via the Storied Platform, including without limitation regarding Rates, Fees, Taxes, and Rules, is clear, complete, accurate, and up to date. 

2.3. Property Availability. Accommodation Provider agrees to provide Storied with availability and access to Properties that is no less favourable than what Accommodation Provider provides to the public or to any Storied competitor. In the event Accommodation Provider offers availability or access to Properties in a manner that is more favourable than what is provided to Storied, Accommodation Provider shall give notice to Storied and afford Storied the right to access such favourable terms. 

2.4. Rates. Rates provided by Accommodation Provider will include following rate structures, as further specified in Appendix A attached hereto: 

2.5 Rate and Quote Parity. Accommodation Provider agrees that Rates or quotes for an entire length of stay, including but not limited to, cleaning fees, stay inventives, or other fees provided to Storied will be no less favourable than the Rates or other fees or quotes offered to any third party through any other channel of Accommodation Provider. 

2.6 Cleaning Fees and Guest Fees. Storied will not receive any commission on any cleaning fees, if separate from Rate. Accommodation Provider agrees to provide Storied with the lowest cleaning fees, if applicable, provided to any Storied competitor. Assuming Rate is inclusive of cleaning fees, Storied’s commission will be applied to the total guest price. 

3. Payments; Booking Attribution; Commissions.

3.1. Attribution and Commissions

3.1.1   All bookings completed on or originating from Storied will be deemed attributable to Storied and subject to applicable commissions or fees, as the case may be.  A booking will be regarded as having originated from the Storied Platform where a traveller using the Storied Platform sends an inquiry to Accommodation Provider about a Listing, or otherwise initiates the booking process for such Listing on the Storied Platform (each, a “Storied Lead”), and then within 60 days of the Storied Lead, completes the booking for that Listing outside of the Storied Platform, e.g., by telephone or e-mail with Accommodation Provider (each, an “Off-Platform Booking”).  Storied will be entitled to a commission on every stay booked within 60 days of the Storied Lead, regardless of the manner of execution of the booking. 

3.1.2  Unless Accommodation Provider has sufficient evidence to the contrary, Storied is entitled to conclude that a commissionable stay or booking, as described in (a) above, has been made and to charge a commission on such a stay or booking, if the Company has reasonably sufficient evidence of a commissionable booking or stay. Reasonable evidence may include, but is not limited to, evidence of an enquiry made through the Storied Platform, combined with other related evidence of booking activity (such as booking activity indicated or reports reviewed by the Company).

3.1.3  Commissions on all bookings, including Off-Platform Bookings, will generally equate to a percentage of the total amount, before taxes, that Accommodation Provider charges for the associated stay.  If Accommodation Provider uses payment-processing services on the Storied Platform, then the applicable processing-fees also will be included in the total booking amount on which those commissions and fees are calculated.  

3.1.4   It is the sole responsibility of the Accommodation Provider to ensure proper reporting of all Off-Platform Bookings to Storied, and to transmit such reporting in a timely manner.  However, such reporting is subject to review and audit, and if the Company finds that a certain booking of a Listing originated on the Storied Platform but was not properly reported as attributable to a Storied Lead under the above analysis, then Storied will notify the Accommodation Provider of such discrepancy, and will be entitled to assess a commission or Off-Platform Booking fee on the amount charged for such stay unless Accommodation Provider provides reasonable evidence to the contrary.

3.2. Security Deposits. In the event that Accommodation Provider requires a refundable security deposit to be paid prior to check-in, Storied will provide Accommodation Provider with the applicable Customer information to enable Accommodation Provider to contact the Customer in order for Accommodation Provider to collect and charge any applicable security deposit associated with a Reservation. 

3.3. Taxes. Accommodation Provider and Storied will cooperate reasonably and in good faith in the determination and administration of each Party’s tax collection and remittance responsibilities. In no event shall Storied be responsible for collection and/or remittance to the Accommodation Provider of any Taxes not communicated to Storied by Accommodation Provider at or prior to the time of booking. Accommodation Provider shall be responsible for all taxes owed by it in connection with the receipt of any Rate or any other Fees received by Accommodation Provider in connection with the services hereunder. 

3.4. Incidental Charges. The Customer shall be solely responsible to the Accommodation Provider for payment of all incidental charges that the Customer may incur before, during, or after the stay that are not billed to the Customer at the time of booking, and Storied shall not be responsible for the payment, collection or billing of such incidentals. Storied will not be entitled to receive any additional compensation for ancillary services that the Accommodation Provider sells to the Customer at the property during the Reservation. 

3.5. Extended Stays. If a Customer requests to extend a stay beyond the Reservation dates booked via the Storied Platform, such Customer must negotiate separate extended nightly rates with and make payments directly to the Accommodation Provider (subject to availability). Storied will not be entitled to receive any additional compensation, or be obligated to pay any additional charges, with respect to any such extended stay. 

4. Accommodation Provider Rental Obligations. Accommodation Provider shall accept, perform and fulfil each Reservation, in accordance with the terms set forth herein. 

4.1. Customer Treatment. Accommodation Provider shall treat Customers equally and on the same terms as any other customer or user of any third party competitor or procured through any other channel (including direct channels). Such treatment shall apply, but not be limited, to property selection, customer service requests, eligibility for loyalty and/or frequent guest points. Accommodation Provider shall not impose more restrictive Rules on Customers, or restrictions on prices available to Storied, than those imposed upon its own customers or the customers of any Storied competitor, including without limitation, with regard to cancellation of any refundable rates. 

4.2. Fulfilment. Unless the failure to fulfil an accommodation is due to the Customer’s violation of or failure to adhere to Accommodation Provider’s policies and procedures or booking process that are properly communicated in advance to the Customer, in the event that Accommodation Provider is unable to fulfil and provide services for any Reservation, Accommodation Provider shall be responsible for providing prompt and suitable substitute accommodations to the Customer in a maximum time frame of 12 hours before check-in. In the event that Accommodation Provider fails to provide adequate substitute accommodations within the foregoing time frame, Storied may arrange for substitute accommodations at the Accommodation Provider’s sole expense. 

4.4. Customer Service. Accommodation Provider shall promptly and efficiently deal with any complaints or inquiries it receives from Customers, including those inquiries received by Storied

4.5. Cancellations. Accommodation Provider agrees to provide Storied with a cancellation policy that is no worse than what the Accommodation Provider provides to the public or to any Storied competitor. Accommodation Provider will provide Storied with details of the cancellation policy through the Storied Platform or via their channel manager / property management system integration. If no policy is presented, the Accommodation Provider agrees that at a minimum, a forty-eight (48) hour free cancellation policy will apply. 

4.6  Inventory. The Parties agree on full-inventory integration. Accordingly, Accommodation Provider shall ensure that inventory displayed and other information supplied by Accommodation Provider will always be correct and up to date and shall in no event contain fewer listings (the minimum number as stated in Appendix A, with a tolerance of 5% deviation, if applicable), inaccurate information or less data or information per listing as may be displayed on the Storied Platform. Storied shall be entitled to verify the accuracy and completeness of the Storied Platform by means of reasonable manual and technical checks of the Storied Platform at its sole discretion. 

5. Term / Termination. 

5.1. This Agreement shall commence on the Effective Date and continue for an Initial Term of twelve (12) calendar months (“Initial Term”) after the date on which any Property is first available for Customers via the Storied Platform (“Launch Date”), unless earlier terminated in accordance herewith. After the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods (each a “Renewal Term,” and together with the Initial Term, the “Term”) at the same commercial conditions described in this contract, unless and until either the Accommodation Provider or Storied notifies the other in writing of its desire not to renew at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term. 

5.2. Either Party may terminate this agreement immediately upon a breach by the other Party of the provisions of Section 7 (“Confidential Information”) or Section 8 (“Booking Data”), or in the event that the other Party becomes insolvent or party to any bankruptcy or insolvency proceedings. 

6. Storied Content. Storied hereby grants to Accommodation Provider during the Term a limited, non-exclusive, royalty-free right and licence to use Storied created videos, photos, and VR images that Storied captures and creates of Accommodation Provider Properties (“Storied Content“) used on Accommodation Provider’s websites. If Accommodation Provider uses Storied Content it must attribute Storied as the source and owner of the Storied Content. Accommodation Provider shall not redistribute the Storied Content in any form or fashion to an affiliated or unaffiliated party without the express written consent of Storied. 

7. Confidential Information. As used herein, the term “Confidential Information” shall mean and include all non-public information, in any form, disclosed, furnished or made available by a Party including, without limitation, any information that is (i) marked confidential, restricted, proprietary, or similarly designated, or (ii) disclosed orally and identified as confidential at the time of disclosure or (iii) by its nature or the circumstances surrounding disclosure ought to be treated as Confidential Information, and shall further specifically include without limitation all non-public sales, financial, or operational data and projections; customer or supplier information; strategic, marketing, or business plans; and financial information. Each Party shall hold the other Party’s Confidential Information in the strictest confidence and shall not disclose such Confidential Information to any person other than such Party’s directors, officers, and employees who have a need to know the Confidential Information in order to perform its obligations under this Agreement, nor use the other Party’s Confidential Information for any purpose, other than as required to perform its obligations under this Agreement. All Confidential Information is and shall remain the exclusive property of the disclosing Party. The obligations of this Section 8 shall survive termination of this Agreement. 

8. Booking Data. As used herein, the term “Booking Data” means all information that identifies, or that could be used in combination with other data to identify, a Storied Customer, and/or a Reservation that can be linked to a specific Storied Customer, including without limitation name, address, phone number, email address or billing information and any other Customer data. All Booking Data shall be considered Storied Confidential Information subject to the provisions of Section 7, above. Accommodation Provider shall use, process, and store the Booking Data, whether received by Accommodation Provider for Storied or accessed via any other channel,, solely as necessary for purposes of providing the services to Storied pursuant to this Agreement, including the transmission of Booking Data to property managers as required to complete, fulfil, and/or manage a Reservation, in accordance with the express provisions of this Agreement and the Data Processing and Security Addendum attached hereto as Appendix 2, which is incorporated herein by reference. 
9. Representations and Warranties. Each Party represents and warrants that: (a) it has the corporate or other legal right, power and authority to enter into this Agreement and to perform all of the obligations to be performed by it hereunder, and that this Agreement constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; (b) its performance of obligations and exercise of rights under this Agreement shall fully comply with all applicable laws, rules, legislation and trade regulations; (c) it has and shall maintain liability insurance coverage from a reputable insurance carrier, with a minimum general liability coverage equal to the greater of (i) USD $1,000,000, or (ii) an amount consistent with industry standards for similarly situated properties. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, UNINTERRUPTED SERVICE, ANY WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. 
10. Limitation of Liability. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS ESTABLISHED IN SECTION 12 BELOW, OR IN CONNECTION WITH A BREACH OF SECTIONS 7 OR 8 ABOVE: (A) NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES INCURRED BY THE OTHER PARTY, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, EVEN IF THE OTHER PARTY HAS ADVISED THAT SUCH DAMAGES ARE POSSIBLE; AND (B) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT OR INDIRECT DAMAGES IN EXCESS OF THE LESSER OF: (i) US$250,000; OR (ii) THE AMOUNT OF MARK-UP APPLIED BY Storied IN CONNECTION WITH RESERVATIONS COMPLETED IN THE 12 MONTHS PRECEDING ANY CLAIM. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS AGREEMENT SHALL ACT TO LIMIT EITHER PARTY’S LIABILITY IN RESPECT OF DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S OWN NEGLIGENCE. 
11. Indemnification. 

11.1. Accommodation Provider shall indemnify, defend and forever hold Storied and all of its respective present and former officers, members, shareholders, directors, employees, representatives and agents, and their successors, heirs and assigns), harmless from and against any and all losses, liabilities, costs, damages and expenses (including, without limitation, fines, forfeitures, attorneys’ fees, disbursements and administrative or court costs) (collectively, “Losses”) arising directly or indirectly out of, or relating to, claims of third Parties regarding (i) the failure to honour a valid Reservation made pursuant hereto, (ii) a property or services provided by the Accommodation Provider at any property, (iii) the use or display by Storied of any data provided by the Accommodation Provider, (iv) violation or alleged violation of the intellectual property rights of others in the Licensed Marks and/or Licensed Content, or (v) Accommodation Provider’s breach of this Agreement or the representations and warranties contained herein.. 

11.2.Storied shall indemnify, defend and forever hold Accommodation Provider, its Affiliates, and all of their respective present and former officers, members, shareholders, directors, employees, representatives and agents, and their successors, heirs and assigns), harmless from and against Losses arising directly or indirectly out of, or relating to claims by third Parties regarding its gross negligence or willful misconduct in the provision of its services hereunder. 

11.3.The Parties shall notify the other in writing of the nature of the claim as soon as practicable after receiving notice thereof; provided, however, that the failure to give prompt notice shall not relieve the Parties of their obligations except to the extent that the notifying Party does not receive actual notice and is damaged as a result. The Parties shall have the right at their own expense to employ separate counsel and to participate in (but not control) any such action. Neither Party shall be liable for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld) unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to the Party a release from all liability with respect to the claim. 

12. Force Majeure. Neither Party shall be deemed in default or otherwise liable hereunder due to its inability to perform its obligations by reason of any fire, earthquake, flood, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, embargo, war, act of God, terrorist act, or any municipal, county, state or national ordinance or law, or any executive, administrative or judicial order (which order is not the result of any act or omission which would constitute a default hereunder), or any failure or delay of any transportation, power, or communications system or any other similar cause beyond such Party’s control. 
13. Additional Terms. 

13.1. This Agreement contains the entire agreement and understanding between the Parties with regard to the subject matter hereof, and supersedes all prior and contemporaneous oral or written agreements and representations. 

13.2. This Agreement shall be governed by the laws of the State of Florida, United States without reference to principles of conflicts of laws. The Parties agree that any legal action relating to this Agreement shall be filed exclusively in the state or federal courts located in the Southern District of Florida and each Party hereby consents to the jurisdiction of such courts. 

13.3. Neither this Agreement nor the cooperation of the Parties contemplated hereunder shall be deemed or construed to create any partnership or joint venture between the Parties. 

13.4. The Parties consent to the electronic signature of this Agreement which shall be deemed by the Parties as valid incorporation. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same Agreement. 

13.5. Neither Party shall assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party, except to a corporate Affiliate or as part of a merger, consolidation, acquisition, corporate reorganisation, sale of all or substantially all of a Party’s assets, sale of stock or other ownership interests, change of name or like event. 

13.6 Use of Storied logo shall be used on the homepage of Accommodations Providers website homepage within sixty (60) days of the execution of this agreement. 

Appendix A – Key Terms 

Additional conditions:

          Appendix B:

PCI Standards; Data Security. 

(a)    Accommodation Provider acknowledges that, in connection with this Agreement, it may receive or have access to personal data of users of the Storied Platform, whether through the Integration, the Accommodation Provider Software, directly from travellers, or otherwise; and that such data may include payment-card information along with other highly sensitive information pertaining to or identifying individuals (“Personal Information”). 

 (b)    Accommodation Provider agrees and covenants to maintain all Personal Information in the strictest confidence and in full compliance with all applicable rules, regulations, standards, and guidelines set forth by Visa, Master Card, all other payment-card brands and the Payment Card Industry Security Standards Council; as well as all applicable laws, regulations, and directives relating to privacy, security, data-protection, and the safeguarding, disclosure, and handling of such information.  To that end, Accommodation Provider will ensure implementation and maintenance of administrative, physical, and technical safeguards that are no less stringent than those accepted as standard industry practices.

(c)    Accommodation Provider agrees and covenants that it will only use or disclose Personal Information solely for the purpose of fulfilling its obligations under this Agreement and not for any purpose which is inconsistent with or unnecessary for the fulfilment of this Agreement. Further Accommodation Provider agrees and covenants that it will not disclose any Personal Information to any person (other than qualified personnel for the purposes outlined in this Agreement) without Company’s prior written consent.

(d)      Upon Storied’s request, Accommodation Provider shall promptly and accurately complete a written information security questionnaire provided by Storied regarding Accommodation Provider’s business practices and information technology environment in relation to all personal information being handled and/or services being provided pursuant to this Agreement. Accommodation Provider shall fully cooperate with such inquiries.  At least once per year, Accommodation Provider shall conduct site audits of the information technology and information security controls for all facilities used in complying with its obligations under this Agreement. In addition, upon Storied’s written request, Accommodation Provider shall make available to Storied for review all of the following, as applicable:  Accommodation Provider‘s latest Payment Card Industry (PCI) Compliance Report, WebTrust, Systrust, and Statement on Standards for Attestation Engagements (SSAE) No. 16 audit reports for Reporting on Controls at a Service Organization, any reports relating to its ISO/ICE 27001 certification and SafeHarbor certifications. Storied shall have the right to terminate this Agreement with immediate effect upon notice to Accommodation Providerin the event that it determines Accommodation Provider’s security controls are insufficient.

 (e)  At any time during the term of this Agreement at Storied’s request or upon the termination or expiration of this Agreement for any reason, Accommodation Provider shall promptly return to Storied, or securely dispose of, all copies, whether in written, electronic or other form or media, of Personal Information in its possession and certify the same in writing to Storied.

(f)  In the event of: (i) any act or omission that compromises either (a) the security, confidentiality or integrity of Personal Information or (b) the physical, technical, administrative or organisational safeguards put in place by Accommodation Provider to prevent such compromise, (“Security Breach”) or (ii) any communication alleging a Security Breach, Accommodation Provider shall notify Storied as soon as practicable, but no later than twenty-four (24) hours after Accommodation Provider becomes aware.  Immediately following such notification, Accommodation Provider shall work with Storied to investigate the Security Breach (including, without limitation: (i) assisting with any investigation; (ii) providing Storied with physical access to the facilities and operations affected; (iii) facilitating interviews with  Accommodation Provider’s employees and others involved in the matter; and (iv) making available all relevant records, logs, files, data reporting and other materials required to comply with applicable law, regulation, industry standards or as otherwise required by Storied.)  Accommodation Provider agrees to fully cooperate with Storied in Storied’s handling of the matter (including reimbursements for Storied’s reasonable related response costs) and further agrees to use best efforts to immediately remedy any Security Breach and prevent any further Security Breach at Accommodation Provider’s expense in accordance with applicable privacy rights, laws, regulations and standards.  Accommodation Provider agrees that it shall not inform any third party of any Security Breach reach without first obtaining Storied’s prior written consent.