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.”
1.1. 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.
2.1. 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.
3.1. 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.
4.1. 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.
5.1. 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.
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.
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
|Standard Commission Rate
|The standard Commission Rate taken from completed bookings on the Storied Platform or Off-Platform Bookings is 15%.
Accommodation Provider is the Merchant of Record (MOR).
For Bookings on Storied Platform, commission will immediately be deducted. For offline leads converted to bookings, Accommodation Provider will remit payment within 30 days of guests’ completed stay.
|In no event, the cancellation policy adopted on Storied should be more restrictive than the one adopted on other distribution channels
|Accommodation Provider will provide 5 marketing nights, free of charge, to Storied employees, affiliates of Storied, or marketing partners of Storied (Marketing Guest) per Term. Nights are subject to availability and cannot be used on peak holiday nights. Nights cannot roll over to the next Term. Marketing Guests will have breakfast included, but all other costs will be incurred by the Guest.
|Room Nights Distributed on Storied
|The Accommodation Provider agrees to onboard the entirety of the room nights on the Storied platform. Availability (considered as the number of days available for a booking on the Storied platform) must be equivalent and no worse than what is given to other third party booking platforms.
|Invite to Annual Storied Conference
|The Accommodation Provider has first right of refusal to attend the annual Storied Conference. A maximum of two representatives may attend. Prices will vary each year based on location. First come first serve, as space will be limited.
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.