Terms and Conditions

Exclusive Rental Property Agent Agreement

PLEASE READ HOST OBLIGATIONS AND GOVERNING LAW AND ARBITRATION SECTIONS CAREFULLY. THEY AFFECT YOUR LEGAL RIGHTS.

Below are the terms and conditions (these “Terms and Conditions”) that pertain to the appointment of Cesarius Group LLC, a Delaware limited liability company (“Agent”, “we”, “us”, “our”) by you, the Properties’ legal representative (“Host”, “you”, “your”), to list exclusively the property or properties (in either case, “Properties”) you identified on your Application (defined below) for Short-Term Rentals on various booking platforms such as VRBO, Booking.com, but excluding AirBnB (collectively, the “Platforms”), to generate reservations and assist with certain management aspects for the Properties (the “Services”).

Agent makes this agreement with you in reliance on your accurate completion of Agent’s webform located at https://9n9e99i13m2.typeform.com/cesarius (the “Application”), your adherence to all obligations stated therein, and your acknowledgement and understanding of all additional terms contained therein. Collectively, the Application and these Terms and Conditions constitute the “Agreement.” The effective date of the Agreement shall be the date the Agent accepts your Application (the “Effective Date”).

Host understands that this is an exclusive Agreement, meaning that only Agent may list the Properties on the Platforms. Neither Host nor any third party may list the Properties while this Agreement is in effect. Any term used but not defined in these Terms and Conditions shall have the same meaning as stated in the Application.

THE SECTION BELOW TITLED “GOVERNING LAW AND ARBITRATION” CONTAINS A BINDING ARBITRATION AGREEMENT.

HOST OBLIGATIONS. During the Term, Host shall:
1. have the Properties in good condition at the beginning of each Short-Term Rental period;
2. promptly resolve any Renter complaints or issues;
3. allow for instant bookings with respect to the Properties;
4. share the iCal or similar calendar links for the Properties’ availability and ensure that the Properties’ availability is synchronized with the Services;
5. comply with each Platform’s terms, conditions, and policies, including, without limitation, notification and cancelation procedures, with respect to the Properties, and, as applicable for each booking;
6. ensure the maintenance, upkeep, safety, and compliance of the Properties such that they can be offered for short-term leasing;
7. ensure that all fixtures, appliances, and utilities in the Properties are in good condition and in good working order;
8. promptly respond to comply with any reasonable request of Agent related to the Properties or the Host’s obligations under this Agreement;
9. engage, at the Host’s expense (except for the Cleaning Fee), any service providers necessary for Host’s compliance with its obligations under this Agreement;
10. ensure that Agent is the exclusive listing entity or person with respect to the Properties on the Platforms;
11. accept any Renter sourced by the Agent, provided, however, that within five (5) days following a Renter’s booking of a Property, Host may notify the Agent to cancel such booking if, in the Host’s reasonable discretion, such Renter would create a liability or unnecessary expenses to the Host; and
12. institute any legal action against a Renter for non-payment, destruction of, or a Renter’s failure to comply with any applicable laws, rules, regulations pertaining to the Properties.
COMMISSIONS; PAYMENTS; REPORTS.
1. Commission. As consideration for the Services, Host shall pay Agent 10% of the Gross Receipts earned by the Properties (the “Commission”). The Commission shall be deducted by the Agent from the Gross Receipts it receives.
2. Payments. Agent shall receive payments from Renters of any rents, fees, or other miscellaneous revenues to an account controlled by the Agent. Such revenues may also be paid by the applicable Platform to an account controlled by the Agent. Within 72 hours after a Renter sourced by the Agent has checked into the Property, Agent shall remit to Host all Gross Receipts and Cleaning Fees less the Commission, Platform fees, chargebacks, and refunds related to the Properties.
3. Reports. Along with the monthly payments described above, Agent shall prepare and deliver to Host a report detailing the Gross Receipts and Cleaning Fees actually received, any Platform fees, chargebacks, and refunds incurred for the previous month.
4. Expenses. Unless otherwise set forth herein or agreed between the parties, each party shall bear its own expenses with respect to the activities described in this Agreement.
NON-CIRCUMVENTION. Host shall not, directly or indirectly, except in collaboration with or with the prior express written consent of Agent: (a) enter into any transaction with any prospective, current, or former Renter provided by Agent that could have the effect of preventing the Agent from receiving the Commission, (b) solicit a Renter to enter into any such transaction; or (c) induce, solicit, procure, or otherwise encourage its representatives or any other third party, or respond to any solicitation from any of the same, to enter into any such transaction.
TERM; WIND DOWN; TERMINATION.
1. Term. This Agreement shall commence on the Effective Date and shall continue in effect until one party notifies the other of its intent to terminate this Agreement (the “Termination Notice”).
2. Wind Down. Upon the receipt of Termination Notice by either party, Agent may, at Agent’s sole discretion, elect to continue some or all of the Services until all bookings made prior to the Termination Notice have occurred or been cancelled by the Renter (the “Wind Down Period”). Agent may cut off the Wind Down Period or limit the scope of the Services during the Wind Down Period at any time at its sole discretion. Agent shall be entitled to all Commissions earnable with respect to bookings made before receipt of the Termination Notice.
3. Survival. The rights and obligations of the parties set forth in Sections 5 through 10 shall survive after the end of the Term.
4. Effect of Termination. At the end of the Term, unless otherwise stated agreed between the parties, Agent shall cease providing all Services.
COMPLIANCE WITH LAWS AND INSURANCE REQUIREMENTS. Host and Agent shall comply with, any and all laws, ordinances, codes and regulations applicable to the operation, use and occupancy of the Properties (collectively, "Legal Requirements") and any insurance company requirements applicable to the Properties ("Insurance Requirements") for which Agent has received written notice. Host shall obtain licenses and permits and all other necessary rights for the Agent to operate the Properties as set forth in this Agreement. Host is solely responsible for complying with any state or local laws regarding Short-Term Rentals and shall provide notice to Agent of any requirements necessary to comply with such laws. Agent shall not be liable for the failure of the Properties, or any portion thereof, to comply with Legal Requirements, Insurance Requirements, or Platform requirements unless such failure arises solely because of grossly negligent or willful acts or omissions of Agent. Agent shall promptly notify Host if it receives notice of any violation of the foregoing.
CONFIDENTIAL INFORMATION. From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written or electronic form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (y) to establish a party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years after the end of the Term; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
REPRESENTATIONS AND WARRANTIES. Each party to this Agreement represents and warrants the following (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation with all requisite power and authority to enter into this Agreement and to conduct its respective business, (b) this Agreement constitutes the legal, valid and binding obligation of the party and is enforceable in accordance with its terms, (c) no consents or approvals are required from any governmental authority or other person or entity for the party to enter in to and perform this Agreement, (d) all corporate or partnership action on the part of the party necessary for the authorization, execution and delivery of this Agreement, and the consummation of this transaction contemplated hereby, have been duly taken, (e) no materials provided by Host to Agent for the purposes of the Services are infringing or shall otherwise damage a third party, and (f) the execution and delivery of this Agreement by the party, and the consummation of the transactions contemplated hereby, does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its Properties are bound or any law, rule, regulation, order or decree to which it is or its Properties are subject.
INDEMNITY. Host shall indemnify and save harmless Agent, its partners, officers, directors, members, shareholders, employees and agents, and all others who could be liable for the obligations of any of them, from and against any and all claims, damages, loss, cost (including reasonable attorney's fees), causes of action, suits, and liabilities of any kind occasioned by or in connection with or arising out of (a) acts or omissions of Agent or its employees, agents, contractors or subcontractors made or not made in reliance on representations by the Host; (b) acts or omissions of Host, the employees, agents, contractors or subcontractors of Host; (c) Host's failure or refusal to comply its obligations as set forth in the Agreement; (d) Host's failure to reimburse Agent upon demand for any monies which Agent is required to pay out for any reason whatsoever, under this Agreement or in connection with, or as an expense in defense of, any claim or civil action, proceeding, charge or prosecution made, instituted or maintained against Agent or Host and Agent, jointly or severally; or (e) any cause whatsoever, either in or about the Properties or elsewhere which relate to the Properties or the Services rendered hereunder; provided, however, that Host shall not be required to indemnify Agent against any claims, losses, damages, liabilities, costs or expenses arising solely out of the grossly negligent or willful acts or omissions of Agent. The provisions of this Section shall survive the termination of this Agreement.
LIMITATION OF LIABILITY.
1. No Consequential or Indirect Damages. EXCEPT FOR ITS OR ITS REPRESENTATIVE’S GROSSLY NEGLIGENT OR MORE CULPABLE CONDUCT, IN NO EVENT SHALL AGENT OR ANY OF ITS REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT TO HOST, RENTER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT AGENT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
2. Maximum Liability. IN NO EVENT SHALL AGENT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO AGENT PURSUANT TO THIS AGREEMENT IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
LIQUIDATED DAMAGES. In addition to all other remedies at law or equity, if Host materially breaches its obligations under Sections 1, 3, or 6, Host shall pay to Agent or permit Agent to withhold an amount equal to at least the amount of Commissions the Agent would have received but for the breach (the "Liquidated Damages"). The parties intend that the Liquidated Damages constitute compensation, and not a penalty. The parties acknowledge and agree that the Agent's harm caused by such a breach would be impossible or very difficult to accurately estimate as of the Effective Date, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from such breach. Notwithstanding the foregoing, Host further agrees that any breach of the exclusivity of the Agent’s Services or breach of Section 3 shall entitle the Agent to at least an amount equal to all of the Gross Receipts the Host receives resulting from such breach.
GOVERNING LAW AND ARBITRATION. Any controversy, claim, or dispute arising out of or relating to this Agreement shall be decided solely and exclusively by binding arbitration conducted in person, through the submission of documents, by phone, or online by JAMS. If the arbitration is to be conducted in person, then the arbitration shall take place in New York, New York. Such arbitration shall be conducted in accordance with the then prevailing JAMS Streamlined Arbitration Rules & Procedures, with the following exceptions to such rules if in conflict: (a) one (1) arbitrator shall be chosen by JAMS; (b) each party to the arbitration will pay an equal share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any party if written notice (pursuant to JAMS’ rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be decided in this manner in lieu of any action at law or equity. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY (i) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES AND (ii) SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS LOCATED IN NEW YORK, NEW YORK AND EACH PARTY AGREES NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION. Each party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in the courts referred to in this Section. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The governing law of this Agreement shall be the law of the state of New York notwithstanding any conflict of law rules of the forum.
MISCELLANEOUS.
1. All formal notices provided for herein shall be sent certified or registered mail, return receipt requested, nationally recognized overnight courier, personally delivered, or electronically mailed with delivery confirmation received, to the address of the party as specified above, unless notice of change of address is given to the other party pursuant to the provisions of this Section. Any notice shall be effective only if and when received by the party to be notified (or the date such receipt is refused by addressee), unless the day it is received is not a business day, and then it shall be deemed received on the next business day.
2. The parties acknowledge and agree that Agent is an independent contractor and nothing in this Agreement, express or implied, shall be construed as creating a partnership, joint venture or employer-employee relationship between Agent (or any person employed by Agent) and Host, or any other relationship between the parties hereto except that of Properties’ Host and independent contractor.
3. Each party to this Agreement, by signing below, acknowledge and agree that such party has read and understand these Terms and Conditions, and each such party has received a copy of this Agreement. This Agreement constitutes the entire agreement between the parties hereto and no oral or implied agreement, representation or understanding shall cancel or vary the terms of this Agreement.
4. Agent shall have no right to assign or transfer this Agreement or any of its rights or duties hereunder except with the prior written consent of Host (any such assignment without the prior written consent of Host shall be null and void, provided, however, Host's consent shall not be required for an assignment to an affiliate of Agent). Subject to the foregoing and the provisions regarding termination, this Agreement is binding upon the parties hereto, their heirs, administrators, executors, successors and assigns.
5. If any provision of this Agreement shall be invalid or unenforceable under the governing law, then this such provision(s) shall, to the extent possible, be construed or applied in such a manner as will permit enforcement; otherwise this Agreement shall be construed as if such provision(s) had never been made a part hereof.
DEFINITIONS.
1. “Cleaning Fee” shall be such fee as you identify of the Application or as later agreed in writing between you and us that shall be used exclusively for cleaning the Properties in anticipation of the next Renter.
2. "Gross Receipts" shall mean the amount of all payments (rental fees or otherwise) made by Renters and actually received under Short-Term Rentals less the Cleaning Fee.
3. “Short-Term Rentals” shall mean a rental or license agreement offered to and accepted by bona-fide renters (“Renters”) to use and occupy a Property or a portion thereof for a term not to exceed ninety (90) days.
4. “Term” shall mean the period between the Effective Date and the end of the Wind Down Period (defined in Section 3(b) herein).

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