STAY by Inhabit Participation Agreement

1. Effective Upon Click-to-Accept. This STAY by Inhabit Participation Agreement (the “Agreement’) is entered into by and between:

• Blue Tent Marketing, LLC (“Bluetent”), and
• The property manager, owner, or authorized agent (“Property Manager Client” or “PMC”), who elects to participate in STAY by Inhabit in the Platform (as defined below) or other designated user interface.

2. Purpose and Scope. This Agreement governs PMC’s participation in STAY by Inhabit, Bluetent’s proprietary demand channel distribution services (the “Demand Channel Network”), which distributes property listings across third-party platforms and other demand sources to increase visibility and bookings.

This Agreement does not grant PMC any right to access or use the Platform (as defined below). Any access to or use of the Platform is governed solely and exclusively by the terms and conditions that govern the Platform and PMC’s use of it, as agreed to between PMC and Bluetent or its applicable a iliate (the “Platform Terms”). PMC represents and warrants that it has entered into and remains in compliance with all applicable Platform Terms. Bluetent or its ffiliates may suspend or terminate PMC’s Platform access in accordance with the Platform Terms, regardless of whether this Agreement remains in effect.

PMC acknowledges that participation in the Demand Channel Network may depend on integration with the Platform; however, Bluetent has no obligation under this Agreement to provide, maintain, or ensure continued Platform access. Bluetent shall have no liability for any impact on distribution, bookings, revenue, performance, or business outcomes resulting from any suspension, modification, limitation, or termination of Platform access under the Platform Terms.

PMC further acknowledges and agrees that Bluetent acts solely as a technology and distribution intermediary and is not a property owner, operator, guest, broker, or travel agency, and does not own, manage, or control any property listed through the Demand Channel Network.

Definitions. In addition to terms defined elsewhere in this Agreement, the following definitions apply:

1.  “Booking” means a binding reservation created between PMC and a guest through any Demand Channel
2. “Last-Minute Net Rate” means the net rate established by PMC for Bookings made less than seven (7) days before guest check-in.
3. “Standard Net Rate” means the net rate established by PMC for Bookings made more than seven (7) days before guest check-in.
4. “Platform” means any software applications, websites, portals, dashboards, user interfaces, APIs, tools, services, and technology products made available by Bluetent (or its affiliates) to PMC pursuant to separate agreements or services, whether branded or unbranded, whether accessed via web, mobile application, API, or other means, and whether existing now or introduced in the future. The Platform is the technology through which PMC may access and use the Demand Channel Network and related functionality, as applicable, subject at all times to the Platform Terms.
5. “Personal Information” means any information that is capable of identifying or locating a natural individual, including such individual’s payment card number, first and last name, email address and physical address obtained from PMC’s use of the Demand Channel Network.
6. “Property” means the rental property, room, guesthouse, hotel or other such hospitality establishment, that PMC makes available to guests as part of the Demand Channel Network services.
7. “Property Content” means all information, data, images, descriptions, policies, rates (including Net Rate), availability, and rules related to a Property.

4. Participation; Financial Terms.

1. No Participation Fee. Participation in the Demand Channel Network is free of charge to PMC.
2. Net Rate Guarantee. PMC establishes and controls both a Standard Net Rate and a Last-Minute Net Rate (collectively, the “Net Rate”). Subject to the terms of this Agreement, Bluetent guarantees that PMC will receive no less than the applicable Net Rate for each Booking.
3. Markups and Pricing Discretion. PMC acknowledges and agrees that Bluetent may, in its sole discretion, markup any Net Rate, adjust pricing dynamically, and apply margins, markups, fees, or commissions in connection with distribution through the Demand Channel Network. All such markups, margins, fees, and commissions shall be retained exclusively by Bluetent and shall not reduce the Net Rate payable to PMC. PMC further acknowledges that the final guest-facing price may vary across Demand Channels and may differ from rates offered through other distribution channels.

5. Distribution Rights. PMC appoints Bluetent as a non-exclusive distribution service provider and grants Bluetent the right, in its discretion, to distribute and market PMC inventory across one or more Demand Channels, to format and optimize listings and related content as needed, and to distribute inventory across multiple Demand Channels concurrently (the “Distribution Services”). Bluetent shall have sole discretion over how the Distribution Services are performed and may suspend, modify, limit, or remove any listing for any reason, including compliance, risk mitigation, or platform integrity. Bluetent acts solely as an independent contractor and distribution intermediary and does not assume any fiduciary or agency obligations. PMC acknowledges that Bluetent does not guarantee any level of distribution, bookings, revenue, or performance.

6. Property Content; License.

1. Property Content License. PMC grants Bluetent a worldwide, royalty-free, transferable, and sublicensable license to host, use, copy, reproduce, display, perform, modify, adapt, reformat, translate, distribute, and otherwise exploit the Property Content, in whole or in part, as reasonably necessary or desirable to provide, operate, market, and improve the Demand Channel Network and related distribution services.
2. Content Standards and Accuracy. PMC represents and warrants that all Property Content is and shall remain true, accurate, complete, current, lawful, non-misleading, and compliant with all applicable laws, including without limitation laws governing pricing disclosures, consumer protection, and the collection, storage, and processing of Personal Information. Property Content shall include accurate pricing, availability, amenities, fees, policies, and any other information material to a guest’s booking decision. Bluetent may establish, modify, or update content standards at any time, with or without notice, and reserves the right, in its sole discretion, to reject, remove, block, suppress, modify, or decline to display any Property Content. PMC shall review and update Property Content as necessary to ensure ongoing accuracy and compliance and shall be solely responsible for all updates to Property Content.
3. No Monitoring Obligation. Bluetent has no obligation to monitor, verify, review, or validate any Property Content and expressly disclaims all responsibility and liability for any inaccurate, incomplete, misleading, outdated, expired, or otherwise defective Property Content supplied by PMC. PMC acknowledges that Bluetent’s display or distribution of Property Content does not constitute approval, verification, or endorsement of such content.

7. Booking Mechanics and Attribution. Bluetent operates a marketplace and distribution service through which Bookings and payments may be facilitated. In connection with such marketplace services, Bluetent may collect amounts paid by guests, retain its applicable fees or commission, and remit the applicable Net Rate to PMC in accordance with this Agreement. Bluetent does not act as a merchant of record and does not assume responsibility for payment obligations between PMC and guests. All Bookings generated through the Demand Channel Network are attributed to Bluetent for tracking, reporting, and marketplace administration purposes only. Bluetent is not a party to any Booking, and any Booking creates a contractual relationship solely between PMC and the applicable guest. PMC shall not take any action or make any representation that would create, imply, or suggest any contractual relationship, agency relationship, partnership, joint venture, or other association between Bluetent and any guest. PMC agrees to honor all Bookings made in accordance with the Property Content, rates, availability, and policies in effect at the time the Booking is confirmed, and acknowledges that any changes to Property Content made after a Booking is confirmed shall not apply retroactively to such Booking. PMC further acknowledges and agrees that, at no time under this Agreement, shall Bluetent be deemed a guest of PMC or be deemed to have purchased, rented, leased, possessed, or otherwise taken title to, control of, or responsibility for any Property.

8. Cancellation Policies. All Bookings are subject to the cancellation policy disclosed at the time of Booking, which may, in some instances, provide that Bookings are non-refundable. Bluetent may from time to time o er standardized cancellation policy options for selection by the PMC. Where such options are offered, the PMC must select the cancellation policy or policies it will apply and implement such selection immediately or without undue delay. Once selected and implemented, the applicable cancellation policy will be displayed at checkout and shall govern the Booking. Bluetent reserves the right to apply cancellation terms that are equal to or more restrictive than the PMC’s selected policy, but not more permissive. The PMC shall have sole responsibility for any exceptions, waivers, or discretionary refunds it grants to any guest in connection with a Booking. No such exception, waiver, or discretionary refund shall (i) be binding upon or enforceable against Bluetent, or (ii) give rise to, create, or impose upon Bluetent any duty, obligation, liability, or commitment, whether financial or otherwise. Any discretionary refund or exception granted by a PMC to a guest shall be deemed solely a matter between the PMC and such guest and shall not alter, waive, or otherwise affect Bluetent’s rights or obligations under this Agreement.

9. Guest Issues, Disputes, and Chargebacks.

1. Guest Responsibility. PMC is solely responsible for the condition of the Property, the guest experience, and for addressing and resolving all guest complaints, issues, or claims arising from or related to any Booking or guest stay.
2. Disputes and Chargebacks. Bluetent shall have no responsibility or liability of any kind for any guest, guest experience, guest conduct, guest dissatisfaction, service failures, property-related issues, or any claims, disputes, losses, or damages arising out of or related to a guest’s stay or interaction with a Property. All guest-related matters are solely the responsibility of PMC. PMC agrees to: (i) respond promptly and in good faith to all guest disputes and chargeback inquiries; (ii) timely provide all supporting documentation and information reasonably requested by Bluetent, payment processors, card networks, or financial institutions; and (iii) accept and authorize deductions from current or future payouts for any chargebacks, refunds, or reversals that are upheld, assessed, or not covered by applicable fraud protection or chargeback protection programs.

10. Term; Suspension; Termination.

1. Term. This Agreement is effective upon click-to-accept and continues until terminated (the “Term”).
2. Termination. Either party may terminate this Agreement for any reason or no reason upon thirty (30) days’ prior written notice to the other party. Upon termination: (i) all Distribution Services shall immediately cease; (ii) PMC shall honor and complete all existing Bookings made prior to the effective date of termination; and (iii) all amounts, payments, fees, or other sums owed by either party under this Agreement shall become due and payable in accordance with the Agreement, but in no event later than thirty (30) days following the effective date of termination.
3. Suspension. Bluetent may, at any time and in its sole discretion, immediately suspend or restrict PMC’s participation in the Demand Channel Network, in whole or in part, if PMC breaches this Agreement, provides inaccurate or misleading Property Content, fails to honor Bookings, violates applicable Platform Terms, or if Bluetent determines that PMC’s participation poses an actual or potential reputational, legal, operational, or financial risk to Bluetent or its ffiliates. Suspension may occur without prior notice and without liability to Bluetent.
4. Survival. The provisions of this Agreement which by their nature should survive termination or expiration shall survive, including without limitation provisions relating to payment obligations, confidentiality, data protection and privacy, intellectual property, disclaimers of warranties, limitation of liability, indemnification, taxes, dispute resolution, governing law, and any obligations arising from or relating to Bookings made prior to termination or expiration.

11. Confidentiality.

1. Confidential Information. “Confidential Information” means a party’s internal policies and procedures and all other non-public information disclosed by or on behalf of either party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether before or after the Effective Date, that is designated as confidential or that a reasonable person should understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (i) was publicly available prior to disclosure; (ii) becomes publicly available through no act or omission of the Receiving Party; (iii) was lawfully known by the Receiving Party prior to disclosure; (iv) is lawfully obtained from a third party without restriction; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. Both parties hereto agree that the confidentiality obligations applicable to Confidential Information under this Agreement are intended to be the same as, and applied consistently with, the confidentiality provisions set forth in the applicable Platform Agreement.
2. Analytical Data. Notwithstanding the mutual nature of this Section 12, all guest data, Booking data, channel data, analytics, performance metrics, and derivative or aggregated data generated through the Demand Channel Network are and shall remain the exclusive property of Bluetent. PMC is granted a limited, revocable, non-transferable right to use such data solely to fulfill Bookings and comply with legal obligations. PMC shall not use such data to solicit, market to, or re-engage guests outside the applicable Booking or to circumvent Bluetent’s distribution channels or Demand Channel Network.

12. Representations and Warranties of PMC. Without limiting any other representations or warranties in this Agreement, PMC represents and warrants to Bluetent that, as of the Effective Date and throughout the Term: (a) PMC has full power and authority to enter into and perform this Agreement, and this Agreement constitutes a valid and binding obligation of PMC; (b) the individual accepting this Agreement on behalf of PMC is duly authorized to bind PMC; (c) PMC is duly organized, validly existing, and in good standing under applicable law; (d) PMC’s entry into and performance of this Agreement does not violate any applicable law or material agreement; (e) PMC has all rights and authorizations necessary to list, market, and rent the Properties made available through the Demand Channel Network; (f) if PMC is not the owner of a Property, PMC is duly authorized to act on the Property owner’s behalf for all purposes of this Agreement, and for such purposes all references to “PMC” shall be deemed to include the applicable Property owner, with PMC and such Property owner being jointly and severally liable for all obligations hereunder; (g) PMC will comply with all applicable laws in connection with this Agreement; (h) all information and content provided by PMC is accurate and not misleading; and (i) PMC has not relied on any representations or warranties not expressly set forth in this Agreement.

13. DISCLAIMER OF WARRANTIES. THE DEMAND CHANNEL NETWORK AND ALL RELATED SERVICES, SOFTWARE, DATA, CONTENT, AND DISTRIBUTION SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLUETENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, PERFORMANCE, OR RESULTS. BLUETENT MAKES NO WARRANTIES REGARDING BOOKINGS, REVENUE, CHANNEL PARTNERS, GUEST CONDUCT, PAYMENTS, FRAUD PREVENTION, OR UNINTERRUPTED OR ERROR-FREE OPERATION. PMC ASSUMES ALL RISK ARISING FROM USE OF THE DEMAND CHANNEL NETWORK OR ANY OF THE SERVICES OR PRODUCTS DESCRIBED HEREIN.

14. Indemnification. PMC shall defend, indemnify, and hold harmless Bluetent and its affiliates, and each of their respective officers, directors, employees, contractors, partners, licensors, successors, and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) any Booking, guest stay, or condition of a Property; (ii) PMC’s breach of this Agreement or violation of applicable law; (iii) any inaccurate, misleading, incomplete, or unlawful Property Content; (iv) guest disputes, chargebacks, refunds, cancellations, no-shows, or guest injuries; (v) PMC’s failure to obtain or maintain required licenses, permits, authorizations, or insurance; (vi) any taxes, fees, or governmental assessments relating to the Property, Listings, or Bookings; or (vii) PMC’s interactions or relationships with guests, Property owners, Demand Channels, or other third parties. Bluetent may, at its option, assume control of the defense of any indemnified claim at PMC’s expense, and PMC shall reasonably cooperate in such defense. PMC may not settle any claim that imposes liability, obligation, or restriction on Bluetent without Bluetent’s prior written consent, which shall not be unreasonably withheld.

15. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW: IN NO EVENT SHALL BLUETENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR LOST PROFITS DAMAGES, INCLUDING LOSS OF REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY. BLUETENT SHALL HAVE NO LIABILITY WHATSOEVER ARISING OUT OF, OR TO THE EXTENT CAUSED BY, GUEST BEHAVIOR OR SATISFACTION; PROPERTY CONDITION OR SERVICES; CHANNEL PARTNER ACTIONS OR OMISSIONS; PRICING, MARKUPS, OR DISTRIBUTION SERVICES DECISIONS; FRAUD, CHARGEBACKS, OR PAYMENT DISPUTES; OR, CANCELLATIONS, OVERBOOKINGS, OR NO-SHOWS. THE TOTAL AGGREGATE LIABILITY OF BLUETENT TO PMC UNDER THIS AGREEMENT, IF ANY, SHALL NOT EXCEED THE TOTAL NET AMOUNTS PAID TO PMC BY BLUETENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $1,000.00, WHICHEVER IS LESS.

16. Governing Law and Venue. This Agreement shall be governed by, and any dispute arising out of or relating to this Agreement shall be resolved exclusively in, the jurisdiction and venue specified in the Platform Agreement applicable to PMC’s use of the Platform.

17. Compliance with Data Protection Laws. PMC represents, warrants, and covenants that it shall comply at all times with all applicable data protection, privacy, and information security laws and regulations (“Data Protection Laws”). PMC is solely responsible for determining and implementing its compliance obligations and shall defend, indemnify, and hold harmless Bluetent and its affiliates from any claims, damages, fines, or expenses arising out of PMC’s violation of Data Protection Laws or misuse of Personal Information. This Section shall survive termination for so long as PMC retains or processes such Personal Information.

18. Intellectual Property. As between the parties, Bluetent retains all right, title, and interest in and to the Demand Channel Network and all related technology, software, data, and intellectual property (“Bluetent IP”). PMC receives no rights to Bluetent IP except as expressly granted under this Agreement or the applicable Platform Terms, which solely govern access to and use of the Platform. PMC retains ownership of the Property Content it provides and represents and warrants that it has all rights necessary to grant the licenses under this Agreement and that such content does not infringe any third-party rights. PMC shall not copy, modify, reverse engineer, or otherwise misuse any Bluetent IP. Any suggestions or feedback provided by PMC may be used by Bluetent for any purpose without obligation or compensation. All rights not expressly granted are reserved by Bluetent.

19. Taxes. PMC is solely responsible for all taxes and governmental fees related to the properties, listings, bookings, guest stays, or amounts charged to guests, including the collection, reporting, and payment of such taxes. Bluetent has no responsibility or liability for any such taxes, and PMC shall indemnify Bluetent and its a iliates from any claims, penalties, or liabilities arising from PMC’s tax obligations or non-compliance with applicable tax laws.

20. Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and e ect, and the unenforceable provision shall be replaced with a valid provision that most closely reflects the Parties’ original intent.

21. Amendments; Updates to Agreement. Bluetent may update or modify this Agreement from time to time in its sole discretion. When material updates are made, Bluetent may present the updated Agreement to PMC through the Platform or another designated interface. PMC’s affirmative acceptance of the updated Agreement by clicking “I Agree,” “Accept,” or a similar acknowledgment constitutes PMC’s agreement to be bound by the updated terms, e ective as of the date of acceptance. If PMC does not agree to the updated Agreement, PMC’s sole remedy is to decline acceptance and discontinue participation in the Demand Channel Network. Continued participation after presentation of updated terms without acceptance shall not obligate Bluetent to continue providing services.