OTA ACCOUNT MANAGEMENT AGREEMENT

Effective date: 19th day of April, 2023, for previous version, see here.

1. Key Provisions

1. This OTA Account Management Agreement (the “Agreement”) is between StayPro Inc. (hereafter referred to as “StayPro”) and You (hereafter referred to as the “Client”). The subject of this Agreement is the residential property (hereafter referred to as the “Premises”) which information is provided to StayPro by the Client while registering the StayPro user account.
2. The Client further declares that his/her contact information(home address, email and phone number) are correctly provided to StayPro during registering the StayPro user account.
3. The Client’s payment and payout method
   The payment and payout method will need to be updated by The Client in the Online User Portal after the registration process is completed. If no valid payment method is added, StayPro cannot provide any services to The Client.
4. The full terms and conditions relating to the management of the OTA account and the Premises, if applicable, by StayPro for the benefit of The Client are contained herein below, as well as in the Management Terms of Service (see Appendix 1) which forms an integral part of this Agreement.

2. Management Terms and Conditions

1. This Agreement shall commence immediately after the Client completes the online account sign-up process and once StayPro has accepted the security deposit and The Client’s Application (the signing day).
2. The Onboarding Process ensures the property is Guest Ready and the finish day of the Onboarding process will be the start date for rental operation.
3. The term end date is Unlimited by default, meaning that StayPro will remain in charge of the Premises until further written notice from The Client.
4. If The Client wishes to set a Term end date, they can select any time 30 days in advance through the user portal without being charged any extra fees by StayPro.
5. This shall constitute the terms of this Agreement. However, in the event The Client violates or does not strictly respect the terms and conditions of the Agreement, StayPro shall be entitled to terminate the Agreement by a forty-eight (48) hour prior written notice sent by e-mail to The Client.
6. The Client agrees to meet StayPro’s minimum requirement of furnishing standards.
7. StayPro cannot provide any services to The Client unless The Client agrees to provide accurate rental-related information to StayPro.
8. The Client agrees to the payment of a management fee and all other recurring fees, including the Independent Contractor cleaning fee and if applicable, the maintenance, item rental and repair fees.
9. Using the Online User Portal, The Client shall submit their preferred payment and payout methods to StayPro. StayPro will use the provided information to charge The Client all applicable fees or pay The Client through the bank account provided throughout the Term according to the OTA Account Management Agreement and the Appendix I Management Terms of Service.
10. The Client agrees that The Client’s monthly earnings shall be limited to the following:
    

    ■ Full-service Plan:

    1. Client’s Return (Per month)

       Client’s payout equals Monthly Revenue* minus all applicable sales taxes and StayPro’s management fee.

       *Monthly Revenue is equal to the sum of all Actual Proceeds for the calendar month as specified in Appendix I ­ Management Terms of Service, definition (t).

    2. Management Fee (Per month)

       StayPro’s management fee equals 19% of Monthly Revenue excluding all applicable sales taxes.

    3. Payout and Payment

       StayPro shall directly receive Actual Proceeds from OTA and will pay The Client’s monthly return and collect the management fee therefrom on or after the 15th day after each calendar month within the Term beginning on the second month after the first day of the contract.

       If StayPro receives reimbursement from OTA, StayPro will transfer the reimbursement along with The Client’s monthly return to The Client.

       Any additional fees for add-on services will be billed to The Client within 72 hours after the service has been provided.

    4. Main Services Included
       • Onboarding
       • Short-term rental management
       • Services provided by StayPro’s local manager
       • Help The Client to Match with Independent Contractors
       • Access to StayPro’s Online User Portal

       For more included services and details about the above, please see Appendix I Management Terms of Service.

    5. Add-on Services
       • Property photoshoot
       • Maintenance and repairs
       • Item rental

       For more add-on services and details about the above, please see Appendix I ­Management Terms of Service.

    ■ Full-service Seasonal Plan:

    1. Client’s Return (Per month)

       Clients get paid a pre-agreed fixed payout* each calendar month within the Term.

       If by any chance, the Monthly Revenue** is less than the pre-agreed fixed payout, The Client gets paid the Monthly Revenue plus StayPro compensation***.

       *If the rental is disrupted or inoperable for a period, The Client payout will be deducted proportionally to the down time.

       **Monthly Revenue is equal to the sum of all Actual Proceeds for the calendar month as specified in Appendix I ­ Management Terms of Service, definition (t).

       ***StayPro compensation is provided by StayPro during the Term. The compensation is $200 MAXIMUM per eligible month. However, for repetitive and unexpected disturbance to the accomodation income, including but not limited to COVID-19, force majeure, renovation noise, and WiFi service disruption, StayPro reserves the right to lower or stop the $200 MAXIMUM compensation.

    2. Management Fee (Per month)

       The management fee (including all applicable sales taxes) equals Monthly Revenue minus the pre-agreed fixed payout.

       StayPro will only charge this management fee when The Client’s payout reaches the pre-agreed amount (after deducting lost income from disruption of rental).

    3. Payout and Payment

       StayPro shall directly receive Actual Proceeds from OTA and will pay The Client’s monthly return and collect the management fee therefrom on or after the 15th day after each calendar month within the Term beginning on the second month after the first day of the contract.

       If StayPro receives reimbursement on behalf of The Client from OTA, StayPro will transfer the reimbursement along with The Client’s monthly return to The Client.

       Any additional fees for add-on services will be billed to The Client within 72 hours after the service has been provided.

    4. Main Services Included
       • Onboarding
       • Short-term rental management
       • Services of StayPro’s local manager
       • Help The Client to Match with Independent Contractors
       • Access to StayPro’s Online User Portal

       For more included services and details for the above, please see Appendix I Management Terms of Service

    5. Add-on Services
       • Property photoshoot
       • Maintenance and repairs
       • Item rental

       For more add-on services and details about the above, please see Appendix I ­Management Terms of Service.

    ■ Basic Plan(Cloud-Based Plan):

    1. Client’s Return (Per booking)

       Client’s payout equals Booking Revenue* minus StayPro’s management fee with all its applicable sales taxes.

       *Booking Revenue is equal to the Actual Proceeds (single Booking) as specified in Appendix I ­ Management Terms of Service, definition (t).

    2. Management Fee (Per booking)

       StayPro’s management fee equals 10% of Booking Revenue, excluding all applicable sales taxes.

    3. Payout and Payment

       The Client directly receives the Actual Proceeds, cleaning fee and reimbursements from OTA.

       The management fee, the cleaning fee, a processing fee of 5 dollar per transaction and any additional fees for add-on services will be billed to The Client by StayPro within 72 hours after service has been provided.

    4. Main Services Included
       • Short-term rental management
       • Access to StayPro’s Online User Portal

       For more included services and details for the above, please see Appendix I Management Terms of Service

    5. Add-on Services
       • Item rental

       For more add-on services and details about the above, please see Appendix I Management Terms of Service

    6. Excluded Services
       • Onboarding
       • Services of StayPro’s local manager

       For more add-on services and details about the above, please see Appendix I Management Terms of Service

    ■ Basic Plan Plus(Cloud-Based Plan Plus):

    1. Client’s Return (Per booking)

       Client’s payout equals Booking Revenue* minus StayPro’s management fee with all its applicable sales taxes.

       *Booking Revenue is equal to the Actual Proceeds (single Booking) as specified in Appendix I ­ Management Terms of Service, definition (t).

    2. Management Fee (Per booking)

       StayPro’s management fee equals 14% of Booking Revenue, excluding all applicable sales taxes.

    3. Payout and Payment

       The Client directly receives the Actual Proceeds, cleaning fee and reimbursements from OTA.

       The management fee, the cleaning fee, a processing fee of 5 dollar per transaction and any additional fees for add-on services will be billed to The Client by StayPro within 72 hours after service has been provided.

    4. Main Services Included
       • Short-term rental management
       • Access to StayPro’s Online User Portal
       • Match the Client with StayPro verified Independent Contractors

       For more included services and details for the above, please see Appendix I Management Terms of Service

    5. Add-on Services
       • Item rental

       For more add-on services and details about the above, please see Appendix I Management Terms of Service

    6. Excluded Services
       • Onboarding
       • Services of StayPro’s local manager

       For more add-on services and details about the above, please see Appendix I Management Terms of Service

    ■ Enterprise Plan (enterprise discount):

    The Enterprise plan is not a property management plan as the ones specified above. Rather, it is a special discount rate for Clients with more than three Premises or high rental income Premises. The individual discount rate varies depending on the number of properties and other business related factors. For Full-service Plan and Full-service Seasonal Plan, StayPro would apply the discount rate on the management fee percentage so The Client pays a lower management fee. If eligible, StayPro will determine and inform The Client of the discount rate before the signing of this Agreement. The discount rate does not affect any services offered by StayPro or alter the above plans in any way except in the management fee percentage.

3. Miscellaneous

1. StayPro may change the prices and terms in this Agreement by giving The Client a 30 ­day notice of change in terms, listing the terms which will apply to this agreement after the 30­ day period. Upon such notice of change, The Client shall have 30 days to elect to terminate this Agreement.
2. This Agreement shall be governed and construed in accordance with all Canadian and Provincial laws applicable to the Premises. The Client is solely responsible to respect and inform StayPro of any applicable municipal bylaws which may impact this Agreement. If any provision in this Agreement is declared illegal or unenforceable, the provision will become void, leaving the remainder of this Agreement in full force and effect. In the event of litigation, the herein parties agree that the exclusive competent court is the judicial district of Montreal, Québec which shall have jurisdiction over the matter exclusive of all other jurisdictions.
3. The herein parties have expressly requested that the present Agreement and its appendix be drafted in English. Les parties aux présentes ont expressément requis que la présente entente et son annexe soient rédigées en anglais.

Appendix I ­ Management Terms of Service

By using our Services, you are agreeing to these terms. Please read them carefully.

StayPro Management Terms of Service (hereinafter referred to as the “Terms of Service”), concerns the Agreement made between StayPro and The Client specified in the OTA Account Management Agreement for the short and/or long term rental of the Premises.

DEFINITIONS

When used in the Terms of Service, each of the following words and phrases have the following meaning:

1. “OTA” refers to online travel agencies, including booking.com, www.airbnb.com, www.vrbo.com;
2. “OTA account” the account opened by The Client on the OTA platform(s) to rent the Premises.
3. “Booking” refers to the period of time when the Guest(s) occupy the Premises. Booking is defined as a Rental Agreement with any Guest for a right of occupancy of the Premises for any duration.
4. “Cancellation” is when StayPro or Guest is required to cancel a Booking of the Premises in which case either party may be subject to cancellation fees set by the OTA or by StayPro.
5. “Check In Date” is to mean the first day of the Booking the Guest(s) has made for the Premises.
6. “Check Out Date” is to mean the last day of the Booking the Guest(s) has made for the Premises.
7. “Duration” is to mean the Duration of the Rental, as specified through the correspondence between the Guest(s) and StayPro prior to the Booking.
8. “StayPro Guest Ready” is the state in which Premises are deemed suitable and appropriate for short term and/or long term rentals by StayPro.
9. “OTA Account Management Agreement” is the separate Agreement which The Client and StayPro sign in order to enter their relationship.
10. “Guest(s)” means any and all persons who rent the Premises from The Client at any course of time throughout the term.
11. “Premises” is the residential property which StayPro will be managing on behalf of The Client, and is the subject of the Agreement.
12. “Onboarding Process” is the duration of time in which StayPro will be executing a number of procedures in order to ensure the Premises is “StayPro Guest Ready”.
13. “The Client” is to mean the person or entity who, for the Duration of the Agreement, holds a lease for the Premises or, if the Premises is not being leased or subleased, who owns the Premises. The Client is also referred to in this contract as ‘you’.
14. “Term” is the duration of time in which StayPro will be working with The Client and managing their Premises, defined by the Onboarding Date and the Term End Date.
15. “The Client Stay” is when The Client stays in the Premises overnight, or authorises a Third Party to stay in the Premises overnight.
16. “Relocate” is the act of transferring a Booking from the Premises to another.
17. “Security Deposit” is to mean the monetary amount held by StayPro or the OTA for the purpose of applying against the deposit any penalties or amounts due to StayPro and The Client that are unpaid by the Guest(s).
18. “Independent Contractors” refers to independent housekeepers who undertake the peer to peer service for The Client as Independent Contractors. The service includes regular cleaning, maintenance and the Premises Turnover. “Independent Contractors” also refers to professionals who are approved by The Client to handle property repairs when needed.
19. “Property Video Report” is a video of the Premises filmed by the Independent Contractor after the Guest Check-out and Turnover cleaning is completed and before the next Check-in, and then uploaded directly to the Online User Portal to be viewed and assessed by The Client.
20. “Actual Proceeds” are equal to the total amount of a single Booking sent from The Client’s OTA account minus the following expenses documented by StayPro:
    
    • Independent Contractors' cleaning fee equivalent to the cost of cleaning and laundering charged directly to the Guests. The cleaning fee can be viewed on the Online User Portal.
    • Any transaction fees enforced by OTA at the time of Booking;
    • Supplies, including but not limited to coffee, tea, sugar, creamers, stevia, oil, salt, pepper, toilet paper, tissues, hand soap, dish soap, dish sponges, aluminium foil, plastic wrap, paper towels, garbage bags, body wash bottles, shampoo bottles, conditioner bottles, air fresheners and candies, will be automatically charged to The Client when any of them are required.
21. “Online User Portal” refers to StayPro’s technology platform which includes access to the user account that, amongst other things, facilitates the service between The Client and StayPro, and peer-to-peer service between The Client and Independent Contractors; as well as websites and all other associated services, including payment and support services, provided by StayPro, its affiliates or third parties.
22. “Onboarding Date” refers to the day on which The Client gives StayPro the physical key or password code to enter the Premises. This date is the official date on which StayPro may begin the Onboarding Process and begin preparing the Premises for short-term rental. After the Onboarding Process is finished, StayPro will immediately open the Premises for Bookings.

In consideration of the promises, rights, responsibilities and obligations set forth below, the parties hereby agree as follows:

1. SHORT-TERM RENTAL MANAGEMENT SERVICES

The Client authorises StayPro to access and manage his/her OTA account(s) to promote the rental, including short term rental, of the Premises. StayPro shall have exclusive commercial access to the OTA account. As of the Onboarding Date, StayPro shall connect the account using API and change the passwords, phone number or emails of the OTA account(s) if applicable; The Client is entitled to access and ask StayPro to provide passwords, phone number or emails of the OTA account(s). If The Client does not have an OTA account, he/she will open an OTA account in his/her name. If need be, StayPro will assist The Client in opening the account on OTA’s platform. At the expiration of the Term, StayPro's exlusive commercial access to the OTA account shall expire and the account will be returned back to The Client.

During 8AM-8PM local time, StayPro shall provide all personnel necessary to accomplish answering guest inquiries in a timely manner, executing inquiry follow ups, processing guest bookings, processing The Client bookings, monitoring holds and suspensions of accounts and listings by OTA, coordination of Guest Check­ In and Check­ Out (through the virtual frontdesk), coordination of Independent Contractors through phone or internet, Guest Screening, key services, bookkeeping services, explanation of house rules, guest customer service throughout duration of Booking, collection and refund of security deposits, nightly rate settings, remote video inspections (limited to the purpose of cleaning quality checks) and promotion of guest reviews of the Premises both preceding and following each Booking. StayPro’s property videos do not violate guest privacy. They are filmed using the Independent Contractor’s smartphone after Guest Check Out and before the next Guest Check In. StayPro does not install any cameras in or on the Premises.

StayPro shall coordinate for the Guest, when necessary, cleaning and linen services, including:

• To clean the Premises on departure of each Guest, limited to ordinary housekeeping operations and excluding maintenance due to damages or wear and tear such as carpet cleaning, laundry of drapes, cleaning of windows, or the repair or replacement of property damaged or removed by a Guest, or any scheduled cleaning exceeding the average cleaning time (as per indicated on the housekeeper profile) by 50%.
• To coordinate fresh linen cleaning services at the beginning of each occupancy under a Booking, which includes the cleaning of bed sheets, pillowcases, bath towels, washcloths and kitchen towels.
• If The Client stays overnight at their own Premises (also known as the flexible mode), StayPro may coordinate Independent Contractors to perform Housekeeping at The Client’s expense and deduct the Turnover Costs from The Client’s earnings.

StayPro managers are StayPro employees who will provide services to Full-service Plan and Full-service Seasonal Plan.StayPro manager’s service is not eligible for Basic Plan Clients.

It is important to note that the StayPro managers and employees are not responsible for routine inspection of property conditions and proactive maintence of the property. All maintenance requests will only be received by StayPro if it is reported to StayPro. StayPro’s local managers will only schdule repairs or update the damages to client after receiving a complaint or a request from the Client, Guest and Third Party Contractor. After receiving a valid request, Local managers provides the following services:

• Coordinate any Maintenance and/or repair work under the PreApproval amount if requested by The Clients or Guest and Third Party Contractor.
• Coordinate any Maintenance and/or repair work above the PreApproval amount if approved by The Clients or if the work is deemed to need immediate repair by the manager.
• Upon the request of The Client and if deemed necessary by the manager, the StayPro manager shall film an instructive video of the Premises and share it with The Client.
• Use his/her best knowledge to answer The Client’s questions regarding the operation of the Premises, nightly rate pricing, renovation strategies, or any activity related to the regular or irregular operation of the Premises and short-term rental market.

The above StayPro manager services are not available to Basic Plan Clients. For any maintenance work, the Basic Plan Client must arrange their own solutions. If the Basic Plan Client needs StayPro to recover any funds from the Guest to compensate for any repair work, he/she must inform StayPro through the ticket section.

StayPro shall maintain a separate accounting record of all receipts, expenditures, disbursements and Bookings that regard the operation of the Premises. All records will be available for The Client’s inspection.

The Client’s payout will occur on the 15th day of each month within the Term via wire transfer, beginning on the second month after the first day of the contract.

StayPro shall advertise the Premises on OTA platform(s) and manage inquiries, Bookings and other customer service related work online.

StayPro shall provide, update and enter into Agreements on behalf of The Client with OTA. These Agreements may be concluded online, via electronic signatures, proof of payment or any other means deemed acceptable by StayPro.

StayPro agrees that, except for The Client’s name and the information posted on The Client’s OTA account, all information obtained from The Client shall be kept and shall remain confidential at all times, even after the end of this Agreement.

In the event that the Guest causes damages or losses to The Client’s or StayPro’s property the Guest will be held liable to compensate for the replacement, maintenance and/or repair cost. The Client and StayPro will use its best efforts to recover funds from the Guest in order to pay for the damage repair cost:

• If StayPro did not perform the repair work, but The Client, The Client can directly ask the Guest to compensate for the repair work, or tell StayPro to ask the Guest for compensation on their behalf. For this option, The Client must inform StayPro of their decision through the Online User Portal and provide all related proof, such as proof of cost, invoices of repairs, price for replacement of items, etc.
• If StayPro or Independent Contractors performed, according to this Agreement, maintenance and/or repair work, StayPro will directly charge The Client the amount of the cost without adding any management fees and will automatically proceed to ask for compensation from the Guest.
• If StayPro is required to ask the Guest for compensation, StayPro will notify and ask for damage compensation from the responsible Guest and/or OTA if deemed necessary by StayPro. If compensation is not successfully acquired by StayPro, or the compensation amount is insufficient to cover the damages, or The Client decides to handle this compensation application by himself/herself, StayPro will inform The Client through the Ticket section of the Online User Portal. After the notification, The Client will be solely responsible for resolving the compensation claim by himself/herself in the future or file any insurance claims.
• For any compensation successfully recovered by StayPro from the Guest or OTA, damage compensation will be transferred from OTA or the Guest to The Client or StayPro, whichever is entitled to be compensated, except that StayPro will charge the responsible Guest a 19% administration fee (entitled to StayPro) in addition to the actual amount of the damage repair cost.

2. THE CLIENT RESPONSIBILITIES

The Client agrees that he/she owns the Premises and/or is duly authorised to arrange for short term and long term rentals of the Premises by way of consent to occupy (as principal and not as agent) and to enter into both this Agreement and agreements with Guests for the Premises by way of consent to occupy.

The Terms of Service will apply to this Agreement between The Client and StayPro until the end of its Term or its resiliation. Following termination or resiliation these conditions will continue to apply until such time as all pending Bookings and financial arrangements have been settled.

The Client is not allowed to or advised to cancel any Bookings throughout the Term, or any Bookings that will occur beyond the resiliation date. If the Premises is not guest ready due to Client, Strata or local municpality, the Client agrees to inform StayPro if reservation cancellation is needed, and if applicable responsible for any extra fee due to rescheduling of cleaning and cancellation.

Client must proactively maintain the property and carry out the necessary work such as regular property inspections with licienced professionals to ensure its property conditions, equipments, building sturcture and all the contents meet local short-term rental operation standards, fire codes, safety standars and all laws and regulations applicable to the property and the building.

If The Client, or any Third Party authorities, require StayPro to cancel or prevent a Booking, then The Client shall pay the StayPro Management fees according to the OTA Account Management Agreement: the agreed commission percentage or if the commission percentage is not applicable, a fixed commission rate of 30%.

The Client agrees to have his/her Premises accessible to Guests and open for Bookings during the Term, unless otherwise stated by and agreed to with StayPro.

If The Client wants temporary access to their Premises, or wants to stay overnight in their Premises, hereafter referred to as a “Client Stay”, he/she must first agree with StayPro concerning the conditions of such access. In absence of such an agreement, The Client shall not have access to the Premises during occupation of the Premises by the Guest(s).

The Client is responsible for informing StayPro if a cleaning will be necessary after he/she has accessed the Premises.

StayPro will automatically coordinate Housekeeping and Premises Turnover after a Client Stay. The Turnover Costs for The Client Stay will be billed to The Client and immediately paid by the latter to StayPro.

If The Client terminates the relationship with StayPro before the latter has confirmed a single Booking for the Premises, the administrative costs for such termination shall be $250 tax included.

3. THE TERMINATION DATE

The Termination Date is defined as the last day StayPro will perform its Management Services to The Client. The Termination Date is determined either by:

• The Term end date selected on the Online User Portal by The Client, and which is specified in the OTA Account Management Agreement, in which case StayPro will not accept Bookings that occur on or after that date.
• A written 30­ day Notice of Termination from StayPro to The Client, in which case StayPro will cease taking new Bookings that have a Check In date after the Termination Date, but may or may not take new Bookings that have a Check Out date before the Termination Date.

If The Client wishes to turn the Premises into a Long Term Rental on a yearly basis or sell the Premises and needs StayPro to coordinate any home tours during the Term, The Client is obliged to select a Term End Date to cancel StayPro’s service and e-mail the local StayPro manager their intention, contact phone number and contact names. For Basic plan Clients, this feature does not apply. For each scheduled visit, The Client will be expected to pay StayPro a $40 fee (before tax) to compensate for the potential loss of revenue and management cost.

If The Client, or any Third Party authority, somehow disables or prevents StayPro from hosting a confirmed Booking(s) in his/her Premises, The Client will still be required to pay StayPro for all of the Booking(s) Management Fees, with an additional fee of 5% of each Booking Value. This fee is on top of any Guest Refund or loss due to Cancellation(s) or Relocation(s).

StayPro will be permitted to retrieve all of its possessions (bedding, perishables and supplies) that remain inside the Premises, after the Termination Date.

4. ONBOARDING

Before the Onboarding Process

• StayPro will conduct an initial inspection of the Premises in-person or remotely through a video call to give The Client a quote and eligibility for management plans. During the Onboarding Process and the Term, all furniture and amenities in the Premises must remain consistent with this initial inspection of the property. StayPro reserves the right, but is not obligated to, ask The Client to shoot a video of the Premises and perform the initial inspection remotely based on the property video. StayPro will identify a list of missing items that are necessary for the Premises to be Guest Ready during this inspection and inform The Client so he or she will rent, purchase or prepare the missing items ahead of the Onboarding inspection.
• The Client is required to pay a security deposit of $250 CAD to StayPro to onboard StayPro’s management plan.

The Client will inform StayPro of the selected Onboarding Date. StayPro will then be granted access to the Premises in order to conduct an Onboarding inspection, Independent Contractor matching, and inventory check during the Onboarding Process:

• The Client will be billed for any Onboarding Costs, hereafter referred to as the “Onboarding Fee” incurred during the Onboarding Process in the first Month.
• StayPro will check the Premises again for missing items that are necessary for the Premises to be Guest Ready. After the Onboarding inspection, StayPro will notify The Client by e-mail of missing items. The Client will purchase the items and confirm their purchase and placement in the Premises within five days from receiving StayPro’s notice.
• If The Client would like to rent items from StayPro, the cost of these rental items will be documented in The Client’s Online User Portal. The Client can also manage the subscriptions on the Online User Portal. The subscription will be billed to The Client on a monthly basis.
• If StayPro deems necessary, StayPro will perform a clear-out of the Premises upon inspection, in which all perishables, valuables and unnecessary items are removed from the Premises at The Client’s expense.
• StayPro will Deep Clean the Premises at The Client’s expense if it deems it necessary to make the Premises Guest Ready.
• StayPro reserves the right, but is not obligated to, change the Premises’ Wifi Network Names and Passwords to StayPro’s.
• Upon The Client’s request, StayPro will pre-arrange a subcontractor photographer to take high-quality photos of the Premises and/or a VR property tour of the Premises. The price of the photographer’s service is separate from the StayPro management fee.
• Upon request, StayPro can also create custom copywriting for the advertisement of the Premises on the OTA.
• During Onboarding, StayPro will contact The Client to ask them to provide information regarding the Premises and other related information. The Client must agree with the StayPro Check In and Check Out Process and the cleaning process, stipulate whether the StayPro and/or Independent Contractors can keep the Premises keys, details about the storage of Premises keys, payment and payout information, provide listing information, operational settings, account settings, amenities, general information about The Client, etc.
• StayPro will design protocols for key exchange solutions and Guest Check-in routes.
• On the Onboarding Date, The Client is obliged to give Independent Contractors and/or StayPro access to all physical and virtual keys, passwords, and authentication tools needed to access the Premises.
• Failure to meet these requirements above will delay the Onboarding Date.

StayPro and The Client are responsible for the following regarding the matching process of Independent Contractors on and after the Onboarding Date:

• StayPro will inform The Client of the price, hours, profile and name of the local Independent Contractors who are interested in conducting Turnovers in The Client’s Premises. The Client will select the Independent Contractor he/she prefers to perform the future Turnover work of the Premises.
• Once The Client confirms matching with an Independent Contractor, the matching process is finished and the Independent Contractor selected is responsible for The Client’s Premises Turnover unless further changes are made by StayPro, The Client or The Independent Contractor.
• If The Client chooses to find Independent Contractors himself/herself to perform the Turnover work and comes to an agreement about prices, duties and availability with them, the Independent Contractor found by The Client will need to be trained by StayPro remotely to learn the cleaning standards and processes and the use of the StayPro platform. The Independent Contractor also needs to agree with any terms related to the use of the StayPro platform.
• If it takes StayPro more than 20 business days after the Onboarding Date to match The Client’s Premises with an Independent Contractor, upon the request of The Client, StayPro will terminate the lease and refund the security deposit to The Client. If The Client is not satisfied with the current Independent Contractors available, The Client is entitled to ask StayPro to find other Independent Contractors.

After the above Onboarding Process is finished, StayPro will immediately open the Premises for Bookings.

StayPro may list the main furnishings in the Premises on the online StayPro Online User Portal. With the exception of all StayPro rental items, all of the items and inventory in the Premises are the sole possession of The Client, and not of StayPro.

5. THE EXCLUSIVITY

The Client hereby grants to StayPro the exclusive right to act as agent and mandatary on behalf of The Client and all other co-owners of the Premises (if any) to enter into rental agreements as described below and to provide services for the renting, booking, management and occupancy of the Premises for short term rentals (less than 30 days) and long term rentals (more than 30 days) during the Term.

StayPro is hereby authorised to enter into rental agreements with any Guest(s) who wish to rent the Premises, granting a right of exclusive occupancy of the Premises to Guest(s) for the duration of the rental agreement and to provide StayPro services to Guests, called Bookings, collect The Client revenues, applicable taxes and security deposits from Guests.

StayPro’s Guest Screening will screen out Guests who have an OTA track record which suggests a potential threat to revenue and safety of the Premises. If the Guest does not have a valid ID, he/she must have an acceptable OTA track record for Check-in. All Guests must provide in advance the Security Deposit, the value of which is determined by The Client. The Client can view the security deposit amount on their Online User Portal and give StayPro written notice to change it.

The Management Fee is detailed and agreed upon in the OTA Account Management Agreement. The percentage or dollar amount is what StayPro will withhold from each booking to compensate for all of the services listed herein and Management Services.

StayPro will deposit all Actual Proceeds received from OTA in StayPro’s account.

StayPro is authorised to:

• Show the Premises to prospective Guests; and
• Enter the Premises for the purpose of this Agreement.

A Guest, during the rental period under a rental agreement entered into by StayPro, can expect The Client not to enter the Premises or otherwise disturb the Guest without the prior written consent from StayPro.

All Bookings are exclusively approved and handled by StayPro.

All OTA Accounts which List The Client’s Premises are to be handled and controlled solely by StayPro.

The Client is responsible to ensure his/her valid accessiblity of the OTA and StayPro account(s) throughout the duration of the Term.

If the OTA Account(s) used to List The Client’s Premises were originally under The Client’s name and ownership prior to this Agreement, StayPro agrees to return the ownership of the OTA Account(s) to The Client after the Termination Date.

6. BOOKINGS AND REVENUES

The Actual Proceeds received from OTA consist of the payments made by Guests or OTA to StayPro for the rental of the Premises.

For the Full-service Plan and the Full-service Seasonal plan clients, the Actual Proceeds received from OTA shall be transferred to The Client by StayPro, less any other amounts due to StayPro or others as provided for in this Agreement.

Basic Plan clients shall receive and deposit all amounts from OTA directly into their account, including but not limited to all Actual Proceeds, reimbursements, and the Independent Contractor’s cleaning fee. The Client will then pay any amounts due to StayPro or others as provided for in this Agreement.

Except Basic Plan, the Rent charged to each Guest under a rental agreement will be set by StayPro based on prices received for comparable Premises available in the local market. Rates may vary greatly due to weather, seasons, length of stay, availability, holidays, days of the week, number of occupants, etc.

In the event a Guest takes possession of the Premises and is moved for any reason to other Premises, referred to as a “Relocation”, the Rent collected for the entire length of the Guest’s stay in both Premises will be allocated to The Client’s Premises pro rata based on the number of nights the Guest stayed in the respective Premises.

In the event a dispute arises with a Guest regarding the Premises, on or after taking possession of the Premises and for any reason, which is resolved by a reduction of Rent, the Actual Proceeds received from OTA, for the purposes of this Agreement, shall be the amount collected in settlement of the dispute.

A Security Deposit in an amount determined by StayPro may be collected by StayPro or OTA prior to the commencement of each Guest occupancy to cover any damages or excessive wear and tear caused by the Guest to the Premises or its contents and discovered by StayPro when the Guest vacates the Premises, including any charges for extra cleaning brought about by the Guest.

The Security Deposit collected by StayPro shall be returned to the Guest in full if any of the following events do not occur:

• Guest Cancellation at any time before Check­ In. Under this circumstance, the amount kept is determined by the Cancellation Policy set on the Listing of the Premises.
• At the end of the Guest’s occupancy and after the Guest vacating the Premises, there are damages to the Premises or The Client or StayPro’s property. The Security Deposit will be used to cover any charges for damages, replacement, excessive wear and tear and extra cleaning determined to exist by The Client or by StayPro. StayPro or The Client must reach a mutual agreement with The Guest about the cost of the repairs or replacements to be made.
• If the amount needed for maintenance and repairs exceeds the Security Deposit amount, the total amount of the Security Deposit will be kept by StayPro or OTA and transferred to The Client or StayPro, whichever is entitled to be compensated. The Guest is still liable to compensate StayPro or The Client for the remaining amount of the damages. Please see Short-term Rental Management Service for more information.
• StayPro may partially or fully refund a Guest’s Rent and Security Deposit if a reasonable likelihood exists of a continuing dispute or litigation with the Guest arising for any reason, such as cancelled Bookings, shortened stays, relocation to other Premises, etc.

The relationship between StayPro and Independent Contractors is solely as independent business enterprises, each of whom operates a separate and distinct business enterprise that provides a service outside the usual course of business of the other. Independent Contractors are not employees of StayPro. The Client confirms the existence and nature of the contractual relationship each time they access StayPro’s Online User Portal. The parties do not share in any profits or losses. StayPro has no authority to make or accept any offers or representations on the Independent Contractor’s behalf. The Independent Contractor is not StayPro’s agent and has no authority to act on behalf of StayPro.

• StayPro does not, and has no right to, direct or control the Independent Contractor. If the Independent Contractor is temporarily unavailable, Independent Contractors may hand over the work to another verified StayPro Independent Contractor. StayPro reserves the right to switch the Independent Contractors if they cannot meet the availability requirements. StayPro reserves the right to disable any Independent Contractor’s account if StayPro thinks that the Independent Contractor is a threat to the safety of the Premises or if the Independent Contractor receives a performance rating lower than 2.5 for any Premises.
• StayPro is not hiring or engaging Independent Contractors to provide any service; The Independent Contractors are entering into an agreement with StayPro to find Clients through StayPro’s Platform. The Independent Contractor is responsible for setting and controlling the prices of their own services. StayPro has no authority over the prices set by Independent Contractors, nor can it alter the Independent Contractor’s rates.
• While StayPro may verify Independent Contractor's identity by demanding government ID and evaluate the Independent Contractor’s ability to provide professional cleaning services, StayPro is not responsible for the cleaning quality of the Premises provided by, the actions of, or availability of Independent Contractors. If deems necessary, the Client is responsible to ask Independant Contractors to provide proof of liability insurance and permits and its verification. StayPro is only obliged to introduce Independent Contractors to The Client who will make the selection.
• The StayPro Independent Contractor rating system is based on an evaluation of Independent Contractor performance, Client satisfaction, cleaning quality, availability, punctuality, and guest reviews. StayPro calculates the performance rating and represents it via a 5-star rating system. If The Client wants to switch to another verified Independent Contractor, StayPro will restart the matching process for The Client with no additional fees.
• If The Client wants to replace Independent Contractors with someone specific, the referred Independent Contractor must agree to follow StayPro’s policies; only then would StayPro make available to them a StayPro Independent Contractor’s account. StayPro is, however, not required to perform any background checks of the Independent Contractor.
• The Client is obliged to pay the Independent Contractor’s cleaning fee. The Independent Contractor's cleaning fee includes all fees and sales taxes(if applicable) of the Independent Contractor. Depending on the Plan chosen by The Client, StayPro will escrow and transfer the cleaning fee automatically to the Independent Contractor either from the payout received from OTA and kept by StayPro or through a direct charge to The Client’s credit card. Please see the OTA Account Management Agreement for the billing details of each Plan.

In addition to the Actual Proceeds, StayPro charges The Guest an additional cleaning fee for each Booking which covers the Independent Contractor’s Turnover cleaning service fee. If StayPro receives the cleaning fee from OTA, The Client agrees to allow StayPro to transfer cleaning fees to the Independent Contractor on their behalf.

In the event the collection of the Fees, Rent or an eviction of a Guest shall become necessary, StayPro is to incur only those administrative expenses associated with correspondence, billing notices and telephone calls. All other collection or eviction expenses shall be The Client’s responsibility, including legal fees and expenses. However, StayPro will not incur collection or eviction expenses on behalf of The Client without The Client’s prior approval, except in case of emergency.

In the event a collection agency is employed by StayPro to recover monies due from a Guest, The Client hereby authorises payment to the agency of a collection fee based on a percentage of monies collected by the agency. Any collection fee paid will be deducted entirely for the purposes of calculating The Client’s revenue.

The Client is solely responsible for determining and fulfilling his/her obligations under applicable laws to report and remit any income or sales taxes generated from his/her payment received from StayPro and OTA, and from the rental activities on OTA.

All sales taxes and any other similar taxes applicable to any amounts collected or paid pursuant to the terms of this Agreement shall be collected, if applicable, paid and/or remitted in accordance with applicable laws.

StayPro is solely responsible to pay taxes on its own services, to the exclusion of all Independent Contractors’ services or Clients’ monthly payouts.

7. MAINTENANCE OF THE PREMISES BY THE CLIENT

The Client agrees:

• To provide furniture and furnishings, including eating utensils and electrical appliances;
• To maintain the Premises, any patios, atrium or courtyard and all furniture and furnishings in a first class condition by periodically eliminating build up of normal wear and tear imposed on the Premises by its occupants, which will require painting and repair, or replacement of such items as floor covering, fixtures and furnishings. The Client shall not remove, substitute or alter the furniture within the Premises without StayPro’s written authorization. The Client may elect to authorise StayPro, or Independent Contractors, to provide the services necessary to eliminate wear and tear, for which The Client will be charged separately or the amount deducted from The Client’s return;
• To pay before delinquency all charges incurred by the Premises for gas, electricity, telephone, television, cable, rents if applicable, and all other similar public services, including installation, connection and disconnection charges;
• To pay before delinquency all property taxes and assessments of any kind imposed on the Premises and its improvements, facilities, personal property and appurtenances, and every other lien or expense relating to the Premises.

Except the Basic Plan Clients, if The Client fails to meet his/her obligations in this paragraph, StayPro is authorised to pay all amounts necessary to remedy the failure and deduct the amounts paid plus an administrative fee of 19% from The Client’s return.

8. DAMAGED OR MISSING PROPERTY

The Client shall within a maximum of five (5) days after each Guest’s end of stay or departure, or if shorter, within the filing window specified on the OTA, report to StayPro any damage to the Premises or items of personal property missing from the Premises which Independent Contractors did not observe on his/her inspections as the Guest vacated the Premises. Upon notice of damage or loss of items, StayPro will attempt to establish the specific Guest responsible for the damage or loss and shall make a demand to the Guest and use its best efforts to obtain restitution from the Guest.

The Client, not StayPro, is responsible for:

• Repairs or replacements of any damage or destruction to the Premises or its contents and for the replacement of any lost, stolen, or missing personal items or other property located in the Premises (including any garage or other storage space) not covered by the Security Deposits collected from Guests, or unobtainable or uncollectible from Guests.
• Monitoring the online property video reports for damages, losses and/or hazards that might have occurred on the Premises during the Booking and timely submission of video reports. If The Client notices any problems, they must report the missing video reports, maintenance or repair to the Ticket section of their Online User Portal and thus inform the Independent Contractors and/or StayPro of the needed work.
• Maintenance of an itemised inventory of personal property in the Premises.

The Full-service Plan and Full-service Seasonal Plan Clients have the ability to set a Maintenance PreApproval amount during Onboarding which represents the maximum cost of a maintenance that can be performed by StayPro or Independent Contractors without seeking previous approval from The Client. StayPro can execute any repairs or maintenance within the Pre­Approval Limit, and will automatically charge The Client the costs incurred accordingly. If however the situation calls for repairs or maintenance that are greater than the Limit, StayPro will use its best efforts to contact The Client so that he/she can authorise StayPro or Independent Contractors to execute the repairs or maintenance. If, in an emergency situation, after three (3) attempts of trying to contact The Client, StayPro does not succeed in reaching The Client, StayPro may perform actions to fix the emergency by any means necessary and will automatically charge The Client for any costs incurred when performing those actions.

9. INSURANCE

The Client is responsible for:

• Maintenance of adequate insurance coverage as regards the Premises, its contents and public liability as would a prudent Client insure against. The Client’s insurance shall not prohibit or exclude coverage in case of rental with OTA.
• Maintenance of property liability insurance on The Client’s property that provides protection against bodily injury and property damage to third parties at coverage levels that satisfy the minimum requirements to operate short-term and long-term rentals. The Client is responsible to verify with his/her insurance provider that the insurance coverage is sufficient, as the property insurance policy may not afford liability, damages, medical payments, personal injury protection or other coverage for The Client’s property.

10. PAYMENT TERMS OF SERVICE

By using the Payments Services, you agree to comply with these Payments Terms. StayPro may temporarily limit or suspend your access to or use of the Payment Services, or its features, to carry out maintenance measures that ensure the proper functioning of the Payment Services. StayPro may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. StayPro will provide notice to Clients of any changes to the Payment Services, unless such changes do not materially increase The Clients’ contractual obligations or decrease The Clients’ rights under these Payments Terms.

The Payment Services may contain links to third-party websites (Stripe) or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms of service and privacy policies, and Clients should review them. StayPro is not responsible or liable for the use of such Third-Party Services. Links to any Third-Party Services are not an endorsement by StayPro of those Third-Party Services.

StayPro may enable features that allow you to authorise other Clients or third parties to take certain actions that affect your StayPro account. You may authorise a third party to use your StayPro account and it's subsidardy third-party manager account if the feature is enabled for your StayPro account. You acknowledge and agree that anyone you authorise to use your StayPro account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person.

You authorise StayPro, directly or through third parties, to make any inquiries we consider necessary to verify your identity and information you provide. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s licence or passport), your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payout Method(s). StayPro reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

When you add a Payment Method to your StayPro account, you will be asked to provide billing information such as name, billing address, and financial instrument information either to StayPro or its third-party payment processor(s). You authorise StayPro and its payment service providers to collect and store your Payment Method information.

When you add or use a new Payment Method, StayPro may verify the Payment Method by (i) authorising your Payment Method for one or two nominal amounts via a payment service provider, and asking you to confirm those amounts, or (ii) requiring you to upload a billing statement. We may, and retain the right to, initiate refunds of these amounts from your Payment Method. When you add a Payment Method during checkout, we will automatically save and add that Payment Method to your StayPro account so it can be used for a future transaction. You can remove the Payment Method from your StayPro account as long as it is not associated with an active or future reservation.

You allow StayPro to charge your Payment Method (including charging more than one payment method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with your StayPro account, including fees specified in the Management Terms of Service and the OTA Account Management Agreement.

StayPro charges the Total Price due within 72 hours after service was provided.

StayPro will process each transaction in Canadian dollars ($CAD) by default via the StayPro Platform. The currencies available to make payments may be limited for regulatory or operational reasons based on factors such as your selected Payment Method, your country of residence, and/or your StayPro contracting entity(ies). Any such limitations will be communicated via the StayPro Platform, and you will be prompted to select a different currency or Payment Method. Note that if your StayPro contracting entity’s location is different than the country of your Payment Method, or your selected currency is different than your Payment Method's billing currency, your payment may be processed outside of your country of residence. As a result, certain fees may apply and the amount listed on your card statement may be different from the amount shown at checkout. For example, if you make a booking using a U.S. issued card, but select Euro as your currency, your payment may be processed outside the U.S., and banks and credit card companies may impose international transaction fees and foreign exchange fees. In addition, if you select to pay with a currency that is different than your Payment Method's billing currency, your bank or credit card company may convert the payment amount to your billing currency associated with your Payment Method, based on an exchange rate and fee amount determined solely by your bank. StayPro is not responsible for any such fees and disclaims all liability in this regard. Please contact your bank or credit card company if you have any questions about these fees or the applicable exchange rate.

StayPro reserves the right to decline or limit payments that we believe (i) may violate StayPro’s risk management policies or procedures, (ii) may violate the Management Terms of Service and OTA Management Services, (iii) are unauthorised, fraudulent or illegal; or (iv) expose The Client, StayPro or others to risks unacceptable to StayPro.

Payment Methods may involve the use of third-party payment service providers (Stripe). These payment service providers may charge you additional fees when processing payments in connection with the Payment Services, and StayPro is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.

In order to receive a Payout you must have a valid Payout Method linked to your StayPro account. When you add a Payout Method to your StayPro account, you will be asked to provide information such as name, government identification, tax ID, billing address, and financial instrument information either to StayPro or its third-party payment processor(s). Depending on the Payout Method selected additional information may be required, such as: residential address, name on the account, account type, routing number, account number, email address, payout currency, identification number and account information associated with a particular payment processor. Providing requested information is required for a Payout Method to be valid. The information StayPro requires for a valid Payout Method may change, and StayPro may request additional information at any time; failing to provide requested information may result in StayPro temporarily placing a hold, suspending, or cancelling any Payout until the information is provided and, if necessary, validated. You authorise StayPro to collect and store your Payout Method information. StayPro may also share your information with governmental authorities as required by applicable law.

StayPro may temporarily place a hold, suspend, or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or completing an investigation; or if we are unable to verify your identity, or to obtain or verify requested information. Furthermore, StayPro may temporarily place a hold on, suspend, or delay initiating or processing any Payout due to you under the Management Terms of Service and OTA Management Services as a result of high volume of Booking cancellations or modifications arising from a Force Majeure Event (as defined below).

Note that payment service providers may impose transaction, currency conversion or other fees based on the currency or Payout Method you select, and StayPro is not responsible for any such fees and disclaims all liability in this regard.

For compliance or operational reasons, StayPro may limit the amount of a Payout. If you are due an amount above that limit, StayPro may make a series of Payouts (potentially over multiple days) in order to provide your full Payout amount.

Payout Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and StayPro is not responsible for any such fees and disclaims all liability in this regard. Your Payout Method may also be subject to additional terms of use. Please review them before using your Payout Method.

StayPro may combine amounts that it collects from Guests and invest them as permitted under applicable laws. StayPro will retain any interest it earns on those investments.

11. CLIENT ACCOUNT

Clients must register an account to access and use many features of the StayPro platform. Registration is only permitted for legal entities, partnerships, and natural persons who are 18 years or older. Clients represent and warrant that they are not a person or entity barred from using the StayPro platform under the laws of Canada, their place of residence, or any other applicable jurisdiction.

Clients agree that the property video report can be stored and published on a third party video platform like Youtube or other video streaming platform. StayPro is not responsible or liable for any risks associated with the publishing or storing of aforementioned property video reports on third party platforms.

Clients may not register more than one account for one accomodation or transfer his/her account to someone else. Clients are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. Clients are responsible and liable for activities conducted through their account and must immediately notify StayPro if they suspect that their credentials have been lost, stolen, or their account is otherwise compromised. If and as permitted by applicable law, StayPro may, but has no obligation to (i) ask The Client to provide identification or other information, (ii) undertake checks designed to help verify The Client’s identity or background, (iii) screen The Client against third-party databases or other sources and request reports from service providers, and (iv) obtain reports from public records of criminal convictions or their local equivalents.

12. DISCLAIMER OF WARRANTIES

StayPro provides the StayPro Platform and all Content “as is” without warranty of any kind and StayPro disclaims all warranties, whether express or implied. For example: (i) StayPro does not endorse or warrant the existence, conduct, performance, safety, quality, legality, or suitability of any Guest, Client, Client Support, Premises, or third party; (ii) StayPro does not warrant the performance or non-interruption of the StayPro Platform; and (iii) StayPro does not warrant that verification, identity or background checks conducted on Independent Contractors or Clients or Guests (if any) will identify past misconduct or prevent future misconduct. Any references to Independent Contractors or Clients or Guests being "verified" (or similar language) indicate only that the person has completed a relevant verification or identification process and nothing else. The disclaimers in these Terms apply to the maximum extent permitted by law. If you have statutory rights or warranties StayPro cannot disclaim, the duration of any such statutorily required rights or warranties will be limited to the maximum extent permitted by law.

13. LIMITATIONS ON LIABILITY

All inspections conducted by StayPro’s managers and employees are limited to a surface-level examination of the condition of the Premises, including but not limited to checking the condition of furnishings and the performance of appliances. THE INSTRUCTIVE VIDEO AND PROPERTY VIDEO REPORT DO NOT CONSTITUTE A PROFESSIONAL INSPECTION BY A LICENSED EXPERT. No written reports will be given by StayPro or Independent Contractors to The Client. StayPro and Independent Contractors shall not be held liable for any potential losses of revenue, damages or liabilities whether they were detected or overlooked in the video, nor will StayPro be responsible for the safety of any and all future Guest(s) accessing the Premises.

In no way may StayPro be held responsible or liable for any damage, loss, liability or litigation related to the terms of the rental agreement contract it has provided and entered into on behalf of The Client with the Guests and OTA.

In no event shall StayPro be held responsible or liable for any damages or losses to The Client, including but not limited to any damages or losses caused by Guests, litigation, any fines related to the rental of the Premises on a short term basis including condo association fines, city fines, provincial or federal fines or any other fines, fire, water leaks or other casualties, bedbugs, losses incurred to Guests and natural disasters.

While StayPro may file compensation claims to responsible parties on behalf of The Client, StayPro is not liable for the results for the compensation claim and any form of damages related to the claim. The Client is solely responsible for seeking compensation from responsible parties, including but limited to Guest(s), neighbours, OTA, etc. StayPro is not responsible for any compensation, nor does StayPro guarantee recovery of compensation for damages, Security Deposits, or any other monies for damages due to The Client by the culpable party.

StayPro shall be responsible to The Client only and only for damages to the extent caused or contributed by the Gross Negligence of StayPro or its employees, directors, agents and representatives but only to the extent that: (i) the Damage would not have been covered by insurance which The Client is obligated to maintain; and/or (ii) the Damage is not otherwise covered by insurance actually maintained by The Client, in each case, without taking into account any deductible or co-insurance provisions or clauses contained in The Client's policy or policies. In other circumstances, StayPro shall not be responsible for any damage, personal injury or disturbance of enjoyment or dispossession of the Premises suffered by The Client or any other person, and there shall be no abatement from or reduction of StayPro’s management fees nor shall The Client be entitled to damages, costs, losses or disbursements from StayPro regardless of the cause or reason, including but not limited to damages or losses on account of partial or total failure of, damage caused by, lessening of supply of or stoppage of heat, air-conditioning, electric light, power, water, plumbing, sewage or any other service, nor on account of anything coming through or leaking from the roof, sky-lights, trap doors, windows or otherwise or any defect or break in of any pipes, tanks, fixtures or otherwise whereby steam, water, snow, smoke or gas, leak, issue or flow into the Premises nor on account of any damage or annoyance occasioned by the condition or arrangements of any electric or other wiring, nor on account of any OTA account password loss or change, nor on account of any damage or annoyance arising from any acts, omissions or negligence of Guests or other occupants of the Premises, or any person, a co-owner or StayPro or The Client, who allows or tolerates any natural persons, legal persons, or animals to use or have access to the building of the Premises or the Premises. In addition, StayPro shall not be liable for any other damage to, or loss, theft or destruction of property or death of or injury to any person or persons, including The Client at any time, in, on or about the Premises, howsoever occurring.

The Client guarantees that he/she is in compliance and guarantees that he/she will continue to comply with all applicable Laws which now or hereafter pertain to or affect the Premises or govern The Client’s use or occupancy thereof; or as a result of Tenant's or Guest’s use of the Premises. Furthermore, The Client guarantees that the present Agreement does not contravene any of the applicable laws, regulations, by-laws or co-ownership rules. In addition, if The Client is a tenant, he/she guarantees to be and will continue to be in compliance with his/her lease with the owner of the Premises and that the present activities do not contravene any of the provisions of the lease. StayPro will not be required, in order to comply with any applicable Laws or condominium rules, to correct any item or The Client’s Work which he/she did not comply with. Furthermore, The Client will be solely responsible to obtain and maintain all necessary authorizations, permits, licences and approvals relating to the use and occupancy of the Premises by the OTA Guests, whether it be accordingly to federal, provincial, municipal laws or condominium by-laws and/or rules. In the event a Guest is prevented from occupying the Premises or, signing the present Agreement, The Client is in breach of any legal or contractual obligation, StayPro will be entitled to immediately terminate this Agreement through a prior notice of twenty-four (24) hours sent by e-mail to Client.

StayPro shall not be held liable for any loss of revenue, damages or liabilities incurred during the visit, nor will StayPro be responsible for the safety of any and all visitors accessing the Premises during any scheduled visits requested by The Client.

Any items purchased by StayPro on behalf of The Client during the Onboarding Process outlined in Article 4 are not resellable or returnable to StayPro after the Term, or Termination date.

StayPro is not responsible or liable if Guest(s), Independent Contractors, or Clients contract any illnesses, including but not limited to COVID-19, any time whilst in the Premises.

StayPro’s Guest Screening relies on information provided by OTA. StayPro cannot guarantee that Guest(s) have a valid ID, positive track record, or will respect any rules during the duration of the Booking. StayPro is not responsible or liable to verify or store any personal information or IDs of Guest(s) for future reference, nor is StayPro responsible or liable to distinguish ID verification result and any track record on the OTA, or the real number of Guest(s) staying in the Premises.

StayPro will not be obligated to store or save The Client’s original Listing photos.

StayPro makes no guarantee to The Client about the amount of income The Client may anticipate receiving under this agreement. However, the rental income from Bookings under this agreement will be derived solely from rental of the Premises, there being no pooling of income or expenses with other Premises.

StayPro is not liable for any items that are damaged or go missing from The Client’s home. StayPro encourages each Client to remove any valuable items from their homes prior to Renting.

StayPro is not obligated to examine the video reports for potential damages, losses or hazards, nor will StayPro be held responsible or liable for any damages or losses due to a poor, missing or non examination of property video reports. Independent Contractors are liable to check and report immediately to StayPro and The Client if emergencies, damages or losses (costing more than $2000), or safety hazards are spotted in the Premises.

StayPro shall not be responsible for any loss suffered by The Client as a result of incorrect Payment Method information provided by the Client.

StayPro shall not be responsible for any loss, damage, penalty and liability suffered by The Client when The Client enters into private agreements of any kind with Independent Contractors without StayPro team's acknowledgement.

StayPro is not responsible for any loss suffered by you as a result of incorrect Payout Method information provided by you.

StayPro shall not be liable for any delay or failure to fulfill any obligation under this Payment Terms of Service resulting from causes outside the reasonable control of StayPro, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials (“Force Majeure Event”).

Clients must provide accurate, current, and complete information to StayPro and OTA during registration, Onboarding and throughout the Term. During the Term, The Client must keep their account information up-to-date. StayPro is not responsible or liable if The Client fails to update the information as needed.

Client must proactively maintain and carry out the necessary work to ensure its property conditions, equipments, building sturcture and all the contents meet local law, fire codes and safety stands. In no condition will StayPro be responsible or liable if The Client fails to fullfill their obligation

Information relayed by the StayPro website and its employees is not intended to and does not constitute legal advice, recommendations, mediation or counselling under any circumstance. StayPro does not create a consultant-client relationship. StayPro does not warrant or guarantee the accuracy, completeness, adequacy or currency of the information by the StayPro website and its employees. The Client’s use of information on the Web site, StayPro’s insight or materials linked to StayPro is entirely at your own risk.

14. INDEMNIFICATION

The Client hereby undertake to indemnify StayPro and agrees to hold StayPro harmless from any liability, loss, damage, cost or expense, including legal fees (including lawyers’ fees) and judgments, arising from injury to person or property, sustained by anyone in connection with the rental of the Premises, not caused by the negligence or willful conduct of StayPro or its employees or agents. The Client shall hold and maintain, inter alia, public liability insurance coverage for personal injury and property damage occurring with respect to the Premises, which policy shall be made available to StayPro on request. The insurance policy shall not prohibit any short term rental or OTA type activity.

15. MISCELLANEOUS CONDITIONS

The Client agrees to give StayPro a 30­ day prior written notice of The Client’s intent to place the property on the real estate market for sale. In such a situation, StayPro may elect to terminate this agreement after the notice of sale. The Client and his/her sales agent, if any, shall not show the Premises to prospective buyers during any occupancy by a Guest and will advise prospective buyers of any future Bookings created under this agreement.

StayPro may change the prices and terms in this Agreement by giving The Client a 30 ­day notice of change in terms, listing the terms which will apply to this agreement after the 30­ day period. Upon such notice of change, The Client shall have 30 days to elect to terminate this Agreement.

StayPro shall market and promote The Client’s Premises as a vacation rental.

Marketing and promotion of vacation rentals may require StayPro to employ the services of third parties. StayPro is authorised for promotional purposes to make the Premises available on a complimentary basis to advance meeting planners, tour planners, travel writers, golf/ski/tennis professionals or celebrities and others related to bona fide vacation rental promotional activities. Complimentary use of each the Premises will be managed by StayPro, and where possible, shall be limited to days when the Premises would not be occupied under a Booking. StayPro is authorised to offer promotional discounts from time to time to promote the Premises and increase the occupancy rate of the Premises.

This agreement constitutes the entire understanding of the parties, and no other representations, statements, warranties or agreements exist with respect to the subject matter of this agreement.

StayPro reserves the right to promote other Premises that reside in the same city, area or building as The Client’s Premises.

StayPro may, from time to time, in its sole discretion, provide or arrange services for Guests, including but not limited to equipment rental (cribs, linens, etc.), trip insurance, tenant damage insurance, long distance telephone service, special event bookings and other special services requested by Guests. The Client acknowledges and agrees that StayPro may receive additional fees from Guests or third party vendors for arranging such services, and that any such fees shall belong exclusively to StayPro. StayPro may also charge and retain reasonable fees for late Check Outs.

StayPro does not and will never install cameras inside the Premises. For the purposes of filming any videos of the Premises, Independent Contractors or StayPro employees use portable camera devices and only after any Guest or Client has vacated the Premises.

It is strictly prohibited to install any cameras inside the Premises. Such behaviour could raise serious legal consequences for the responsible party. StayPro reserves the right to dismantle, destroy, and remove any illegal hidden cameras found on the Premises.

StayPro may share data with professional third parties for academic and commercial purposes who will analyse the data and aid StayPro to improve service. For any additional information, please see StayPro’s Privacy Policy.

StayPro reserves all rights not expressly granted in this Agreement. The StayPro Online User Portal, our Platform, and all data gathered through our Platform, including all intellectual property rights therein (the “Platform IP”), are and remain our property and/or that of our licensors, as applicable. Neither this Agreement nor your use of StayPro’s or our licensors’ company names, logos, products or service names, trademarks, service marks, trade dress, other indicia of ownership, or copyrights (“StayPro Names, Marks, or Works”) or the Platform IP conveys or grants to you any rights in or related to the Platform IP, or related intellectual property rights, including StayPro’s Names, Marks, or Works, except for the limited licence granted above. You shall not, and shall not allow any other party to: (a) licence, sublicense, copy, modify, distribute, create, sell, resell, transfer, or lease any part of the Platform IP or Authorised StayPro-Branded Materials; (b) reverse engineer or attempt to extract the source code of our software, except as allowed under law; (c) use, display, or manipulate any of StayPro’s Names, Marks, or Works for any purpose other than to provide short-term or long-term rentals; (d) create or register any (i) businesses, (ii) URLs, (iii) domain names, (iv) software application names or titles, or (v) social media handles or profiles that include StayPro Names, Marks, or Works or any confusingly or substantially similar mark, name, title, or work; (e) use StayPro’s Names, Marks, or Works as your social media profile picture or wallpaper; (f) purchase keywords (including, but not limited to Google AdWords) that contain any of StayPro’s Names, Marks, or Works; (g) apply to register, reference, use, copy, and/or claim ownership of StayPro’s Names, Marks, or Works, or in any confusingly or substantially similar name, mark, title, or work, in any manner for any purposes, alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works, except as may be permitted in the limited licence granted above; (h) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any part of our Platform or data; or (i) aggregate StayPro’s data with competitors’.

This Agreement shall be governed and construed in accordance with all Canadian and Provincial laws applicable to the Premises. The Client is solely responsible to respect and inform StayPro of any applicable municipal bylaws which may impact this Agreement. If any provision in this Agreement is declared illegal or unenforceable, the provision will become void, leaving the remainder of this Agreement in full force and effect. In the event of litigation, the herein parties agree that the exclusive competent court is the judicial district of Montreal, Québec which shall have jurisdiction over the matter exclusive of all other jurisdictions.

All notices and demands under this Agreement between The Client and StayPro shall be transmitted using the StayPro Online User Portal or contact information listed in the OTA Account Management Agreement.

Platform Access Agreement

This Platform Access Agreement (this “PAA”) is by and among you and your company/business (“you”) and the following entity as applicable, based on the region specified: StayPro, Inc. in Montreal and in all other Canadian provinces, territories (collectively, “StayPro”). This PAA governs your access to our Platform (defined below) which facilitates your provision of peer-to-peer cleaning services (collectively, “P2P Service”) to property owners or tenants (“Clients”) seeking to have certain types of P2P Cleaning Service for their short-term/long-term rental property (“Premises”) in preparation for the reservation to stay in the Premises by Guests (“Guest Stay”). For the sake of clarity and depending on the context, references to “StayPro,” “we” “our” and “us” may also refer to the appropriate StayPro affiliated contracting entity accordingly or StayPro collectively.

Access to our technology platform includes access to our technology account for housekeepers (the “Housekeeper Portal”) that, amongst other things, facilitates P2P Service between you and Clients; as well as websites and all other associated services, including payment and support services, provided by StayPro, its affiliates or third parties (collectively, our “Platform”).

Your access to our Platform is also governed by the applicable terms found on our website, including without limitation, the Community Guidelines, Turnover Guidelines, Referral Policies, other applicable StayPro standards and policies (including, without limitation, future updates) and, except as provided in Section 12.9 below, any other agreements you have with us (including those related to how you choose to interact with our Platform, the services you choose to provide and where you chose to provide them) (collectively with this PAA, this “Agreement”), which are incorporated by reference into this Agreement. By accepting this Agreement, you confirm that you have read, understand, and accept the provisions of this Agreement and intend to be bound by this Agreement. This Agreement is effective as of the date and time you accept it.

1. Relationship with StayPro

1.1. Contracting Parties. The relationship between the parties is solely as independent business enterprises, each of whom operates a separate and distinct business enterprise. This is not an employment agreement and you are not an employee. You confirm the existence and nature of that contractual relationship each time you access our Platform. We are not hiring or engaging you to provide any service; you are engaging us to provide you access to our Platform. Nothing in this Agreement creates, will create, or is intended to create, any employment, partnership, joint venture, franchise or sales representative relationship between you and us. You have no authority to make or accept any offers or representations on our behalf. You are not our agent and you have no authority to act on behalf of StayPro.

1.2. Your Choice to Provide P2P Service to Clients. Subject to Platform availability, you decide when, where and whether (a) you want to offer P2P Service facilitated by our Platform and (b) you want to accept, decline, ignore or cancel a Turnover (defined below) request; provided, in each case, that you agree not to discriminate against your Client or Guests in violation of the Requirements (defined below). Subject to your compliance with this Agreement, you are not obligated to match with any specific number of Premises, however, if matched, you are required to perform Turnovers required by the Premises. It is entirely your choice whether to provide P2P Service to Clients directly, using our Platform, or using any other method to connect with Clients, including, but not limited to other platforms and applications in addition to, or instead of, ours. You understand, however, that your Clients’ and Guests’ experiences with your Turnovers, as determined by Client input, may affect your ability to access our Platform or perform Turnovers.

2. Our Platform

2.1. General. While using our Housekeeper Portal, you may receive lead generation and other technology-based services that enable those operating independent business enterprises like you to provide P2P Service requested by Clients (“Turnovers”). Subject to the terms and conditions of this Agreement, StayPro hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable licence, during the term of this Agreement, to use our Platform (including the Housekeeper Portal) solely for the purpose of providing Turnovers and accessing services associated with providing Turnovers.

2.2. Compliance.

(a) You are responsible for identifying, understanding, and complying with (i) all laws (including, but not limited to, the National Fire Code of Canada and all applicable laws governing your collection, use, disclosure, security, processing and transfer of data), rules and regulations that apply to your provision of Turnovers (including whether you are permitted to provide P2P Service at all) in the jurisdiction(s) in which you operate (your “Region”) and (ii) this Agreement (collectively, the “Requirements”). Subject to applicable law, you are responsible for identifying and obtaining any permit or registration required to provide any P2P Service that you provide using our Platform, and (iii) if requested by Clients, you may be required to store the physical keys or passwords of the Premises and are obliged to keep safe such locking mechanisms from unrelated parties or loss. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, your ability to access and use our Platform is at all times subject to your compliance with the Requirements. You agree not to access or attempt to access our Platform if you are not in compliance with the Requirements.

(b) We have the right to and you consent to the permanent deactivation of your Housekeeper Portal account and the permanent termination of your contractual relationship with us if, based on the evidence, we conclude that you knowingly broke any applicable laws or due to negligence, or if we receive plausible reports from Clients of more than two cancellations of reservations in one month due to negligence or discrimination.

2.3. Your Provision of Turnover Services to Clients. You represent, warrant and covenant that (a) you have all the necessary expertise and experience to provide Turnovers in compliance with the Requirements and standards applicable to the P2P Service, (b) your access and use of our Platform, and provision of P2P Service, in your Region is permitted by the Requirements (including any age requirements), and (c) all such access and use of our Platform will be in compliance with the Requirements. You are responsible for, and bear all costs of, providing all equipment, tools and other materials that you deem necessary or advisable and are solely responsible for any obligations or liabilities arising from the Turnovers you provide. StayPro may reimburse you for some of the pre-agreed costs according to the needs of the Premises. (d) You agree that your provision of Turnover services will comply with the Turnover Guidelines.

2.4. Accessing our Platform.

(a) To provide Turnovers you must create and register an account. All information you provide to us must be accurate, current and complete and you will maintain the accuracy and completeness of such information during the term of this Agreement. Unless otherwise permitted by us in writing, you agree to only possess one account for providing Turnovers. You are responsible for all activity conducted on your account. For account security and Client safety purposes, you agree not to share or allow anyone to use your login credentials or other personal information used in connection with your account, including but not limited to photos of yourself, to access our Platform. If you think anyone has obtained improper access to your account, login credentials or personal information, you are required to notify us and to change your password immediately so that we may take appropriate steps to secure your account. You agree that StayPro is not responsible for any losses arising from your sharing of account credentials with a third party, including without limitation phishing. You can visit https://staypro.ca/en/help/ for more information about securing your account.

(b) You represent, warrant, and covenant that you have all required authority to accept and be bound by this Agreement. If you are accepting this Agreement on behalf of your company, entity, or organisation, you represent and warrant that you are an authorised representative of that company, entity, or organisation with the authority to bind such party to this Agreement.

2.5. Background Checks and Licensing, Cleaning Standards.

(a) During your account creation and registration, we will collect, and may verify, certain information about you to provide Turnovers. We may ask you to provide your personal identification documents include but not limited to passports, drivers licience and etc. If you are an enterpise or organization, we may ask you to provide a copy of your insurance along with an ID of owner, director or manager instead.

(b) StayPro require that all housekeeping contractors verify their criminal background check before being assigned any work from StayPro. This policy applies to both individual contractors and partner companies. For partner companies, only the manager or director who has already provided identification needs to pass the criminal background check. However, the management of the partner company needs to make ensures all employees have successfully passed criminal background checks along with all necessary verifications before being assigned any work from StayPro. This is a new policy lauched in May 6 2023, housekeepers have 30 days to update their information to StayPro to avoid termination of access to their accounts.

(c) You may also be required to pass other checks prior to the first time you access our Platform and from time to time thereafter during the term of this Agreement; the Client might ask you to purchase and maintain a valid liability insruance on your side. You will need to show Client and StayPro the proof of insurance if needed; these checks may be facilitated by third parties. You hereby authorise and instruct us to provide copies of such checks to insurance companies, relevant regulators and/or other governmental authorities as needed for safety or other reasons, as described in our Privacy Policy.

(d) You agree to complete the StayPro Housekeeper Training Program (HTP) online in order to ensure that all Housekeepers across the Platform understand (i) the expected cleaning quality for Turnovers; (ii) the proper Turnover procedures; (iii) how to use the Housekeeper Portal to facilitate communication with Clients and StayPro; (iv) to follow the Turnover Guidelines, other guidelines and local regulations.

You agree to maintain your Premises in a state deemed suitable and appropriate for short term and/or long term rentals by StayPro (“Guest Ready”) before any Guest Stay. You acknowledge at all times that you are allowed access into the Premises only during the provision of any Turnovers or any additional work required and explicitly asked for by either your Client or StayPro. You agree to conduct Turnovers consistent with local safety and building standards. You agree to monitor for any and all violations, safety hazards, and risks relative to the Premises that could endanger the lives of any Guests or Clients and/or damage any property on the Premises. You understand and agree that StayPro may occasionally require you to extend or schedule additional Turnover time to carry out Additional Tasks (See Turnover Guidelines). The Housekeepers are expected to follow the Turnover Guidelines to perform the Additional Tasks unless unqualified or unable to perform the task to the desired standards.

2.6. Accepting Turnover Requests.

(a) StayPro facilitates the matching process between a Housekeeper and the Client’s Premises. When a Premises associated with the StayPro Platform needs to match with a Housekeeper, StayPro will notify nearby Housekeepers who are eligible to conduct the Turnovers. Matching depends on your location, availability and the rate you set. If interested, the Housekeeper should estimate the workload to reach HTP expected standards and inform StayPro of their customised price and hours for the Premises. StayPro will send Clients the list of interested Housekeepers out of which the Client would select the Housekeeper they prefer to perform the future Turnover work of the Premises.

(b) Once matched with the Premises, the Housekeeper is responsible for performing the Turnovers of the Client’s Premises until the agreement is rescinded by the Client, or unless the Housekeeper informs StayPro 14 days in advance to terminate the match. All scheduled Turnovers are subject to change upon the request of StayPro or the Client, or as needed if the condition of the Premises does not allow for a safe performance of Turnover duties for Housekeepers, including but not limited to if there exist structural concerns, emergency occurrences, dangerous occupants in the Premises, etc.

(c) You may accept, decline, or ignore the notification from StayPro about potential Premises with which to match. Matching with a Premises creates a direct business relationship between you and your Client in accordance with the terms of the Turnover service the Client has requested through our Platform. The mechanisms of any Turnovers requested on the Premises are the following:

• The matched Premises will require you to perform Turnover tasks every time a Guest or Client’s Stay is finished in that Premises. You are required to begin and finish the Turnover work within the cleaning window allotted by StayPro. For each Premises with which you are matched, you will have access to the Premises calendar showing all the Bookings currently scheduled. Your schedule can be updated a minimum of 24 hours in advance of the Turnover. If you would like to give your work to others temporarily, you may contact other local StayPro verified Housekeepers privately and ask them to replace you. You, and not StayPro, are responsible for finding a substitute Housekeeper and superintending the uploading of all property video reports, Ticket Generation, and communication between the Housekeeper and StayPro; coming to a financial agreement (including payment transfer) with your substitute; and relaying any and all safety protocols, requirements and procedures specific to the Premises to your substitute Housekeeper.
• Ignoring any scheduled Turnover without a valid reason beforehand has a negative impact on your Client’s satisfaction and revenue, and largely affects the credibility of your profile and access to our Platform. Your ability to access and use our Platform is at all times subject to your compliance with the Requirements. You are responsible for any loss of revenue and damages of your Client as a result of failure to perform Turnover duties.
• You acknowledge upon acceptance of a Turnover that StayPro may charge the Client extra fees without needing your prior consent.

(d) A Turnover should fulfil the standards as outlined in the HTP, including but not limited to a surface cleaning of the property, dusting, vacuuming, cleaning and clearing the kitchen, replacing bed sheets, towels, and face cloths, laundry, restocking amenities, communicating damages or excessive wear and tear that require repair or maintenance to StayPro (“Ticket Generation”), inspecting the condition of the Premises, and filming and uploading property video reports. If you are responsible for multiple Premises, you will choose the most effective, efficient, and safe manner to reach the destinations of the Turnover Premises. The cleaning window allotted is available to view in the Housekeeper Portal. If you would like to change the cleaning window, you must notify StayPro by writing. You agree to not access the Premises outside of the cleaning window following a Booking. For any other non-emergency requests, like completing any work outside of the allotted cleaning window, you need to notify StayPro immediately.

(e) You may receive Client information, including address, amenities, WiFi passwords, pictures, emergency contact information, phone numbers, etc, and you agree that your Client may also be given identifying information about you, including your first and last name, photo, location, cleaning procedure of the Premises, and certain other information you have voluntarily provided through the Housekeeper Portal (collectively, “User Information”). Without a Client’s consent, you agree to not contact any Client or otherwise use any of the Client’s User Information except solely in connection with the provision of Turnovers, Maintenance, and Damages to that Client. You agree to treat all Client User Information as Confidential Information (defined below) received by you under this Agreement. You acknowledge that your violation of your confidentiality obligations may also violate certain laws and could result in civil or criminal penalties.

2.7. Use of StayPro Branded Materials.

(a) Except to the extent necessary to comply with applicable law, you are not required to use, wear or display StayPro’s name or logo on your vehicle or clothing, or to use signalling lights, stickers, decals, or other such materials displaying StayPro’s name or logo (collectively “StayPro Branded Materials”).

(b) Your authorised display of StayPro Branded Materials may signify to Clients that your P2P Service is facilitated by our Platform. StayPro grants you a limited licence to use, wear, or display StayPro Branded Materials provided directly to you by StayPro (“Authorised StayPro Branded Materials”) when providing Turnovers solely for the purpose of identifying yourself to Clients or Guests as someone selling P2P Service facilitated by our Platform. You agree not to (i) use, wear, or display StayPro-Branded Materials that are not Authorised StayPro Branded Materials, (ii) purchase, accept, offer to sell, sell or otherwise transfer StayPro Branded Materials that are not Authorised StayPro Branded Materials or (iii) offer to sell or sell, or otherwise transfer Authorised StayPro Branded Materials, without StayPro’s prior written permission, or (iv) display StayPro Branded Materials when you are not accessing the Platform or executing Turnover tasks.

(c) The parties expressly agree that your access to, or use of, StayPro Branded Materials, whether or not authorised, does not indicate an employment or other similar relationship between you and us. You further agree not to represent yourself as our employee, representative or agent for any purpose or otherwise misrepresent your relationship with us.

(d) You agree to destroy and discard any StayPro Branded Materials if your account is deactivated and/or if you lose access to the Platform.

2.8. Damages, Injuries, Criminal Offences, and Other Compliance Obligations. For the purpose of assisting us with our compliance and insurance obligations, you agree to notify us within 24 hours and provide us with all reasonable information relating to any incident that occurs during your provision of a Turnover and you agree to cooperate with any investigation and attempted resolution of such incident. Additionally, you agree to notify us within 24 hours if you are arrested for, charged with, or convicted of a criminal offence, for Platform eligibility consideration.

2.9. Ratings. Your Client may be asked to comment on your services, and you may be asked to comment on your Guest. These comments can include star or other ratings and other feedback (collectively, “Ratings”), which we ask all parties to provide in good faith. Ratings are not confidential and you hereby authorise our use, distribution and display of your Ratings (and Ratings about you) as provided in our Privacy Policy, without attribution or further approval. We have no obligation to verify Ratings or their accuracy and may remove them from our Platform in accordance with the standards in our Community Guidelines. You can find out more about Ratings and how they may affect your ability to access our Platform by visiting our website.

2.10. Location Based Technology Services; Communication Consents.

(a) Your device geo-location information is required for the proper functioning of our Platform, and you agree to not take any action to manipulate or falsify your device geo-location. You grant us the irrevocable right to obtain your geo-location information and to share your location with third parties, including your Clients, who will see your approximate location when performing the Turnovers. We may not and will not use this information to attempt to supervise, direct, or control you or your provision of Turnovers.

(b) You agree that we may contact you by email, telephone or text message (including by an automatic telephone dialling system) at any of the phone numbers provided by you, or on your behalf, in connection with your account. You also understand that you may opt out of receiving text messages from us at any time by contacting us at https://staypro.ca/en/help/. Notwithstanding the foregoing, we may also contact you by any of the above means, including by SMS, in case of suspected fraud or unlawful activity by your or on your account.

3. Insurance

3.1. Your Liability Insurance for P2P Service. You will maintain liability insurance on yourself that provides protection against bodily injury and property damage to third parties at coverage levels that satisfy the minimum requirements to perform P2P Service in your jurisdiction. If insurance is requested by your Client, you must: be listed as an insured on your liability insurance and provide the Client and StayPro with a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for your policy, as well as copies of the same upon renewal. You will notify us in writing immediately if the policy you have is cancelled.

3.2. Limitations on Your Personal Insurance. You understand that while you are providing P2P Service your personal insurance policy may not afford liability, comprehensive collision, medical payments, personal injury protection, or other coverage for you. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility to resolve them with your insurer.

3.3. Your Other Insurance for P2P Service. You will maintain workers’ compensation insurance if it is required by applicable law. If allowed by applicable law, you can insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance (and it is at your own risk if you decide not to).

3.4. StayPro Maintained Insurance. We may, in our sole discretion, choose to maintain insurance related to your Turnovers, but we are not required to provide you with any specific coverage for loss to you or your liability, unless we specifically describe it in an addendum to this PAA. We can change, reduce or cancel insurance that is maintained by us, if any, at any time without notice to you or authorisation from you.

4. Payments

4.1. Direct Deposit.

(a) Eligibility for Receiving Direct Deposit. You must have a valid and active bank account issued in your name to use Direct Deposit. Your ability to use Direct Deposit is dependent upon your bank account’s provider. Your use of Direct Deposit may be subject to additional restrictions and fees; All factors, including speed of payment transfer, applicable fees, interruptions, etc, are dependent upon your bank account’s provider. For more information, check your provider’s website.

(b) Timing of Direct Deposit. StayPro will transfer all payments on the first day of the calendar month and on the 15th day of the calendar month, with a 7 day delay. If your bank rejects a payment, or it fails in our system, or if payment fails for any reason, it is your responsibility to notify StayPro by writing of the Direct Deposit issue. We are not responsible for any fees from your bank in association with your use of Direct Deposit. We reserve the right to block access to Direct Deposit at any time for any reason, including for improper use of our Platform, account investigation, deactivation, or further review of Turnovers completed.

(c) Third-Party Provider. The Direct Deposit functionality is facilitated by a third-party provider of payments services. By using Direct Deposit, you are subject to any additional terms and conditions for payment imposed by the third-party provider, which we recommend you review.

4.2. Payment terms, fare calculations and payment methods are described in a separate fare addendum, which shall form part of this Agreement.

5. Term and Termination; Effect; Survival

5.1. Term. This Agreement is effective as of the date and time you accept it and will continue until terminated by you or us.

5.2. Termination by You. You may terminate this Agreement (a) without cause at any time upon fourteen (14) days’ prior written notice to StayPro; and (b) immediately, without notice for StayPro’s violation or alleged violation of a material provision of this Agreement. You can find out more about how to delete your account by navigating to https://staypro.ca/en/help/.

5.3. Deactivation. You consent to and we may temporarily deactivate your account without notice to investigate whether you have engaged in, or your account has been used in, activity that is deceptive, fraudulent, unsafe, illegal, harmful to our brand, business or reputation, or that violates this Agreement (including the policies incorporated herein by reference) (any of the foregoing, a “Material Breach or Violation”), including but not limited to stealing equipment, tools and other materials provided by StayPro, damaging property, jeopardising the safety of others, negligence of property, careless observance and handling of surface-level safety risks, that is risks that can easily be observed with bare eyes and without needing professional knowledge, harassment of any sort, and violation of the Requirements, Turnover Guidelines and/or the Client’s privacy, including but not limited to inappropriately using the confidential information provided and installing cameras in the Premises. You also consent to and we may terminate this Agreement or permanently deactivate your account without notice if we determine in our discretion that a Material Breach or Violation has occurred.

5.4. Effect of Termination and Survival. Upon termination, each party will remain responsible for its respective liabilities or obligations that accrued before or as a result of such termination. Once the Agreement is terminated you will no longer access our Platform to provide Turnovers. You agree to use commercially reasonable efforts to destroy any StayPro Branded Materials, but excluding promotional materials. Sections 1, 2.7, 2.10(b), 4, 5.4, 6-9, 12 and 13 shall survive any termination or expiration of this Agreement.

6. DISCLAIMERS

6.1. WE PROVIDE THE STAYPRO PLATFORM AND ALL CONTENT “AS IS” WITHOUT WARRANTY OF ANY KIND AND STAYPRO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED. FOR EXAMPLE: (I) STAYPRO DOES NOT ENDORSE OR WARRANT THE EXISTENCE, CONDUCT, PERFORMANCE, SAFETY, QUALITY, LEGALITY, OR SUITABILITY OF ANY GUEST, CLIENT, CLIENT SUPPORT, PREMISES, OR THIRD PARTY; (II) STAYPRO DOES NOT WARRANT THE PERFORMANCE OR NON-INTERRUPTION OF THE STAYPRO PLATFORM; AND (III) STAYPRO DOES NOT WARRANT THAT VERIFICATION, IDENTITY OR BACKGROUND CHECKS CONDUCTED ON INDEPENDENT CONTRACTORS OR CLIENTS OR GUESTS (IF ANY) WILL IDENTIFY PAST MISCONDUCT OR PREVENT FUTURE MISCONDUCT. ANY REFERENCES TO INDEPENDENT CONTRACTORS OR CLIENTS OR GUESTS BEING "VERIFIED" (OR SIMILAR LANGUAGE) INDICATE ONLY THAT THE PERSON HAS COMPLETED A RELEVANT VERIFICATION OR IDENTIFICATION PROCESS AND NOTHING ELSE. THE DISCLAIMERS IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU HAVE STATUTORY RIGHTS OR WARRANTIES STAYPRO CANNOT DISCLAIM, THE DURATION OF ANY SUCH STATUTORILY REQUIRED RIGHTS OR WARRANTIES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

6.2. WE PROVIDE LEAD GENERATION AND RELATED SERVICES ONLY, AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE CLIENTS AND GUESTS WHO MAY REQUEST OR ACTUALLY RECEIVE TURNOVERS SERVICE FROM YOU. STAYPRO’S GUEST SCREENING RELIES ON INFORMATION PROVIDED BY ONLINE TRAVEL AGENCY (OTA). STAYPRO CANNOT GUARANTEE THAT GUEST(S) HAVE A VALID ID, POSITIVE TRACK RECORD, OR WILL RESPECT ANY RULES DURING THE DURATION OF THE BOOKING. STAYPRO IS NOT RESPONSIBLE OR LIABLE TO VERIFY OR STORE ANY PERSONAL INFORMATION OR IDS OF GUEST(S) FOR FUTURE REFERENCE, NOR IS STAYPRO RESPONSIBLE OR LIABLE TO DISTINGUISH ID VERIFICATION RESULT AND ANY TRACK RECORD ON THE OTA, OR THE REAL NUMBER OF GUEST(S) STAYING IN THE PREMISES.

6.3. IF A DISPUTE ARISES BETWEEN YOU AND YOUR CLIENTS OR ANY OTHER THIRD PARTY, YOU RELEASE US FROM LOSSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

6.4. WE MAY USE ALGORITHMS IN AN ATTEMPT TO FACILITATE TURNOVERS AND IMPROVE THE: EXPERIENCE OF USERS AND THE SECURITY AND SAFETY OF OUR PLATFORM; ANY SUCH USE DOES NOT CONSTITUTE A GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED.

7. Information

We may collect and disclose information from or about you when you create an account, interact with our Platform or provide Turnovers and as otherwise described in our Privacy Policy. Notwithstanding anything herein to the contrary (a) the collection, use, and disclosure of such information will be made in accordance with our Privacy Policy and (b) if you elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with, or related to, us or our Platform, we will be free to use, disclose, reproduce, modify, licence, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.

8. Confidentiality

8.1. Confidential Information. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party or third parties (“Confidential Information”). Confidential Information includes Client User Information and the Turnover volume, marketing and business plans, business, financial, technical, operational and such other, non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential. Confidential Information does not include any information that: (a) was in the receiving party’s lawful possession prior to the disclosure, as clearly and convincingly corroborated by written records, and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (b) is lawfully disclosed to the receiving party by a third party without actual, implied or intended restriction on disclosure through the chain of possession, or (c) is independently developed by the receiving party without the use of or access to the Confidential Information, as clearly and convincingly corroborated by written records.

8.2. Obligations. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third- party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform their obligations under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party; subject to applicable law and our internal record-keeping requirements.

8.3. Remedies. The unauthorised use or disclosure of any Confidential Information would cause irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, the parties have the right to obtain immediate equitable relief to enjoin any unauthorised use or disclosure of Confidential Information disclosed by the other party, in addition to any other rights or remedies described in Section 13, applicable law or otherwise.

9. Intellectual Property

We reserve all rights not expressly granted in this Agreement. The Housekeeper Portal, our Platform, and all data gathered through our Platform, including all intellectual property rights therein (the “Platform IP”), are and remain our property and/or that of our licensors, as applicable. Neither this Agreement nor your use of StayPro’s or our licensors’ company names, logos, products or service names, trademarks, service marks, trade dress, other indicia of ownership, or copyrights (“StayPro Names, Marks, or Works”) or the Platform IP conveys or grants to you any rights in or related to the Platform IP, or related intellectual property rights, including StayPro’s Names, Marks, or Works, except for the limited licence granted above. You shall not, and shall not allow any other party to: (a) licence, sublicense, copy, modify, distribute, create, sell, resell, transfer, or lease any part of the Platform IP or Authorised StayPro-Branded Materials; (b) reverse engineer or attempt to extract the source code of our software, except as allowed under law; (c) use, display, or manipulate any of StayPro Names, Marks, or Works for any purpose other than to provide Turnovers; (d) create or register any (i) businesses, (ii) URLs, (iii) domain names, (iv) software application names or titles, or (v) social media handles or profiles that include StayPro Names, Marks, or Works or any confusingly or substantially similar mark, name, title, or work; (e) use StayPro Names, Marks, or Works as your social media profile picture or wallpaper; (f) purchase keywords (including, but not limited to Google AdWords) that contain any StayPro Names, Marks, or Works; (g) apply to register, reference, use, copy, and/or claim ownership in StayPro’s Names, Marks, or Works, or in any confusingly or substantially similar name, mark, title, or work, in any manner for any purposes, alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works, except as may be permitted in the limited licence granted above; (h) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any part of our Platform or data; or (i) aggregate StayPro’s data with competitors’.

10. Third-Party Services

From time to time we may permit third parties to offer their services to users of our Platform. Third-party services may be subject to additional terms (including pricing) that apply between you and the party(ies) providing such services. If you choose to access the third-party services you understand that the providers of the third-party services are solely responsible for liabilities arising in connection with the access and use of such third-party services. While we may allow users to access such services through our Platform and we may collect information about our users’ use of such services, we may not investigate, monitor or check such third-party services for accuracy or completeness.

11. Termination of Prior Agreements

11.1. Prior TSA. This Section 11 only applies if you were a party to an effective technology services agreement (a “Prior Agreement”) with StayPro immediately prior to your acceptance of this Agreement. Except as provided in Sections 11.2 and 13 below, you and StayPro hereby terminate your Prior Agreement (except as provided in the survival provision of such agreement) and the Deprecated Documents (defined below) (collectively, “Prior Documents”), effective as of your acceptance of this Agreement. The parties, respectively, hereby waive any applicable notice requirements with respect to their termination of the Prior Documents.

11.2. Other Agreements. Notwithstanding the termination of your Prior Documents, you hereby (a) ratify, assume and confirm your obligations under any supplements or addenda, except those that are no longer required by the Requirements or applicable to your provision of P2P Service (“Deprecated Documents”), accepted in connection with your Prior Agreement that are not expressly superseded by this PAA or documents accepted in connection with the acceptance of this PAA, with such changes as may be required to effectuate the foregoing (“Continuing Documents”) and (b) acknowledge and agree that as of your acceptance of this Agreement such Continuing Documents are incorporated by reference and form a part of this Agreement. We hereby ratify, assume and confirm our obligations under such Continuing Documents.

12. Miscellaneous

12.1. Modification. You will only be bound by modifications or supplements to this PAA on your acceptance, but if you do not agree to them, you may not be allowed to access our Platform. Such modifications or supplements may be provided to you only via electronic means. StayPro may change the prices and terms in this Agreement by giving you a 14-day notice of change in terms, listing the terms which will apply to this Agreement after the 14-day period. Upon such notice of change, you shall have 14 days to elect to terminate this Agreement. From time to time we may modify information hyperlinked in this PAA (or the addresses where such information may be found) and such modifications shall be effective when posted.

12.2. Severability. Invalidity of any provision of this Agreement does not affect the rest of this Agreement. The parties shall replace the invalid or non-binding provision with provision(s) 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.

12.3. Assignment. We may freely assign or transfer this Agreement or any of our rights or obligations in them, in whole or in part, without your prior consent. You agree not to assign this Agreement, in whole or in part, without our prior written consent, and any attempted assignment without such consent is void.

12.4. Conflicts. Except with respect to the Arbitration Provision, if there is a conflict between this PAA and any supplemental terms between you and us, those supplemental terms will prevail with respect to the specific conflict if explicitly provided therein, and is in addition to, and a part of, this Agreement.

12.5. Interpretation. In this Agreement, “including” and “include” mean “including, but not limited to.”

12.6. Notice. Except as explicitly stated otherwise, any notices to us shall be given by certified mail, postage prepaid and return receipt requested to StayPro Management Inc., 4388 Saint-Denis, suite 200-747, H2J 2L1, Montréal, Québec, Attn: Legal Department. All notices to you may be provided electronically including through our Platform or by other means.

12.7. Governing Law. This Agreement shall be governed and construed in accordance with all Canadian and Provincial laws applicable to the Premises (the “Governing Law”). You are solely responsible to respect and inform StayPro of any applicable municipal bylaws which may impact this Agreement. In the event of litigation, the herein parties agree that the exclusive competent court is the judicial district of Montreal, Québec which shall have jurisdiction over the matter exclusive of all other jurisdictions.

12.8. Entire Agreement. Except as specifically set forth in Section 12.4 or the Arbitration Provision, this Agreement, constitutes the entire agreement and understanding with respect to the subject matter expressly contemplated herein and therein, and supersedes all prior or contemporaneous agreements or undertakings on this subject matter.

12.9. No Incorporation. Notwithstanding anything herein to the contrary, no agreement, term or other provision relating to your indemnification obligations to us will be considered incorporated by reference, or otherwise a part of, this Agreement.

12.10. Existing Documents. Defined terms in documents accepted in connection with your acceptance of this Agreement that reference a technology services agreement shall be deemed amended to reference analogous terms defined in this Agreement, including by replacing the term “Technology Services Agreement” with “Platform Access Agreement”.

12.11. Questions. If you have questions about our Platform, you may contact us by logging on to StayPro.ca and navigating to the “Contact Us” section.

13. DISPUTE RESOLUTION

13.1. Good Faith Negotiations. The Parties shall attempt in good faith to achieve consensus with respect to all matters arising under this Agreement and to use reasonable efforts through good faith discussion and negotiation to avoid and resolve disputes that could delay or impede a Party from receiving the benefits of this Agreement. These dispute resolution procedures apply to any dispute that arises from either Party’s performance of, or failure to perform, in compliance with this Agreement and which the Parties are unable to resolve prior to invocation of these procedures.

13.2. Mediation. If a dispute arises, between or among the Parties, and it is not resolved prior to or after recording, the Parties shall first proceed in good faith to submit the matter to mediation. Costs related to mediation shall be mutually shared between or among the Parties. Unless otherwise agreed in mediation, the Parties retain their rights to proceed to arbitration or litigation.

IMPORTANT: PLEASE READ THE FOLLOWING ARBITRATION REQUIREMENT CAREFULLY.

13.3. Arbitration. Before beginning the arbitration, the party with the claim will first try to informally negotiate with the other party through Good Faith Negotiations or Mediation, a resolution of the dispute for not less than 30 days but no more than 45 days unless extended by agreement. During the negotiation period, any otherwise applicable limitation period will be tolled (temporarily suspended).

Unless prohibited by law, all disputes arising out of or relating in any way to: i) these StayPro Terms, ii) the Turnover Services, or iii) advertisements, promotions or oral or written statements related to the Turnover Services will be finally and conclusively adjudicated and resolved by arbitration under the Arbitration Rules (“ADRIC Rules”) of the ADR Institute of Canada, Inc. (“ADRIC”), except as modified here. The arbitration will be in English or French as you choose. The arbitration may be held anywhere the arbitrator considers appropriate, including remotely by telephone or Internet.

The ADRIC Rules are available by, for example, searching www.google.ca to locate “ADRIC Arbitration Rules” or by clicking here. You can also contact ADRIC at 1-877-475-4353 or www.adric.ca.

You will have to pay some fees to arbitrate, as described in the ADRIC Rules.

Nothing here prevents you from filing a claim with a government agency. You are free to get advice or representation from a lawyer about this arbitration requirement.

This arbitration requirement survives: (i) the termination of this Agreement and (ii) the bankruptcy of any party. If any part of it is deemed invalid or unenforceable, the other parts remain in force.

By clicking “Yes, I agree,” I expressly acknowledge that I have read, understood, and considered the consequences of this Agreement, that I agree to be bound by the terms of this Agreement, and that I am legally competent to enter into this Agreement with StayPro.