Last Updated: January 2020

Introduction

This Agreement is entered into between you (the “Host") and VOYAJOY INC., a Delaware corporation (“VOYAJOY") under which VOYAJOY will provide certain services to Host with respect to the listing and rental of the Accommodation.

By accepting the terms hereof, Host acknowledges that it has read, understands, and agrees to comply with and be bound by VOYAJOY's Terms of Service (the "Terms"), as published from time to time at https://voyajoy.com and https://stays.voyajoy.com and into which this Agreement is incorporated.

Capitalized terms used in this Agreement but not defined herein have the meanings assigned to them in the Terms.

SAAS SERVICES AND SUPPORT

Subject to the terms of this Agreement, Voyajoy will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Voyajoy account. Voyajoy reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
Subject to the terms hereof, Voyajoy will endeavor to provide Customer with reasonable support services, through electronic mail or another online mechanism, in accordance with Voyajoy’s standard practice.
Voyajoy acknowledges that in performing services for company pursuant to the agreement that it will have access to information about Company and it’s customers that is confidential (“Confidential Information”) and will take the action necessary to secure confidential information in storage. Voyajoy shall undergo ongoing validation by an approved Qualified Security Assessor (“QSA”) to ensure continued secured storage of Confidential Information and data as defined in the Payment Card Industry Data Security Standard (PCI-DSS).

RESTRICTIONS AND RESPONSIBILITIES

This is a contract for Services and any software that is provided (regardless of the premises location) will be installed, accessed and maintained only by or for Voyajoy and no license is granted thereto. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Voyajoy or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Voyajoy’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Voyajoy against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Voyajoy has no obligation to monitor Customer’s use of the Services, Voyajoy may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

CONFIDENTIALITY PROPRIETARY RIGHTS

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Voyajoy includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Voyajoy to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Voyajoy shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Professional Services or support, and (c) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, Voyajoy shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Voyajoy will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Voyajoy offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein

PAYMENT OF FEES

asdf

Customer will pay Voyajoy the then applicable fees described in the Order Form for the Services and Professional Services in accordance with the terms therein (the “Fees”). Voyajoy reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Voyajoy has billed Customer incorrectly, Customer must contact Voyajoy no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Voyajoy’s customer support department.
Voyajoy may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Voyajoy thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Voyajoy’s net income.

BOOKING AGENT SERVICES

Host hereby appoints VOYAJOY exclusive agent for obtaining bookings for Host’s Accommodation, including the following services (the "Services"):

OPTIMIZING PRICING

If Host permits VOYAJOY and if the service is available in the area, VOYAJOY may use its own and/or one or more third-party pricing programs to optimize revenues and occupancy of the Accommodation at no additional cost to Host.

INQUIRY AND RESERVATION MANAGEMENT

VOYAJOY will provide 24 x 7 handling of all inquiries, reservations, changes, cancellations, payments, security deposits, and refunds for Voyajoy-created listings of the Accommodation. VOYAJOY will notify Host of all bookings and cancellations, and Host will have access to a calendar with near-real-time availability.

GUEST SECTION

VOYAJOY will use available means to screen and vet guests to minimize undesirable incidents or damage to the Accommodation.

REVIEW MANAGEMENT

VOYAJOY will solicit positive 5-star reviews from guests of the Accommodation at the conclusion of their stay, unless otherwise unauthorized by Host on a per-booking basis.

BOOKING FEES AND GUARANTEED PAYMENTS

BOOKING FEE

PAYMENTS TO HOST

In the event that VOYAJOY collects any rents and fees on behalf of the Host, VOYAJOY’s payout timing to Host will vary, in accordance with the policy of each individual booking platform’s policy. Unless otherwise agreed, VOYAJOY will initiate a payment to Host immediately after VOYAJOY has been paid by the booking platform. Payout options include ACH Transfer, Paypal, and Venmo.

CANCELLATION FEES

Host agrees to honor any VOYAJOY-confirmed booking that VOYAJOY has accepted on behalf of the Host. In the event that the Host insists VOYAJOY cancel any booking to which Host has already agreed, Host then agrees to reimburse VOYAJOY for any resulting cancellation fees.

HOST'S REPRESENTATIONS

HOST REPRESENTS AND WARRANTS THAT

It is a legal owner or guest of the Accommodations and has full authority to enter into this Agreement and to employ VOYAJOY under the terms of this Agreement. If Host is guest of the Accommodations, there are no written or oral restrictions on further leasing or subletting the Accommodations that would interfere with the temporary leasing of the Accommodations to guests or any other actions contemplated by this Agreement.
To the best of Host’s knowledge the building, its construction and operation do not violate any applicable statutes, laws, ordinances, rules, regulations, orders, or the like including, but not limited to, those relating to hazardous or toxic substances.
To the best of Host’s knowledge the building does not contain any toxic substances such as, but not limited to: lead based paint, asbestos, mold, urea, formaldehyde, radon, or other hazardous substances and that no unsafe condition exists except as disclosed in writing at the time of this Agreement.
It has disclosed the existence of any default of foreclosure notices affecting the property as of the date of this agreement and further agrees to disclose any such notices received hereafter, within five days of the receipt of any such notices.

In the instance that the Host and VOYAJOY arrive at the agreement that the Host's property requires new, professional photography to be competitive in the market, the Host will agree to the following terms:

That the Host and VOYAJOY will agree to an even 50/50 split of the photographer's fee (typically $140-$200 per property) that has been selected by Voyajoy.
That the Host agrees to work with VOYAJOY for at least 20 bookings. Only VOYAJOY may, under terms of this agreement, be permitted to void this agreement.

HOST HEREBY ACKNOWLEDGES THAT VOYAJOY IS NOT A REAL ESTATE BROKER, REAL ESTATE AGENT, OR INSURER. VOYAJOY HAS NO CONTROL OVER THE CONDUCT OF GUESTS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.

VOYAJOY RESPONSIBILITIES

OCCUPANCY

VOYAJOY shall use commercially reasonable efforts to keep the Accommodations occupied by soliciting, screening, and vetting guests for the Accommodations, unless Host requires each booking reservation be approved by Host. VOYAJOY will negotiate rental rates (within a range of rates approved by Host) and occupancy dates on behalf of Host. VOYAJOY may execute rental agreements on a form approved by Host.

COLLECTION OF RENTS AND OTHER RECEIPTS

With Host’s permission, VOYAJOY may in some instances collect monies, charges, and other amounts receivable on VOYAJOY’s account in connection with the management and operation of the Accommodations, including but not limited to rent. VOYAJOY shall maintain a deposit of all amounts collected in one or more accounts insured by the FDIC so that all funds are fully insured.

PETS AND SMOKING

Unless specifically allowed by Host, VOYAJOY shall notify guests that pets and smoking shall not be allowed onto the Property. If pets and smoking are specifically allowed by Host, VOYAJOY shall charge a non-refundable pet or airing-out-smoking fee of up to $100.00 to be retained by Host for the extra work involved in cleaning and other related services in conjunction with the pet(s).

HANDLING GUEST ISSUES

VOYAJOY will immediately forward to the Host any communications received from the guest during their stay, along with any replies and a description of steps taken by VOYAJOY to address any issues. Upon receipt of any questions or complaints, VOYAJOY will attempt to respond to or resolve such consistent with this agreement.

BOOKKEEPING

VOYAJOY shall keep accurate, timely, complete, and separate books and records with regard to the Host. These books and records shall show all income and expenditures, accounts payable, accounts receivable, cash, and any other assets or liabilities associated with the management of the Accommodations.

REMITTANCE TO HOST

As soon as reasonably possible once funds are no longer refundable to the guest under the Cancellation Policy, and assuming that the funds received from the guest are immediately available funds, VOYAJOY shall remit to Host the net proceeds as described in Section 2.2.

DAMAGES

Should VOYAJOY determine that a guest has damaged the Accommodations, or should Host give VOYAJOY timely notification that Host wishes to claim any security deposit placed by guest, VOYAJOY shall do so.

MAINTENANCE

VOYAJOY shall notify Host of any maintenance items that come to its attention. Attention to the maintenance items will be the responsibility of the Host, as provided in Section 5.2.

LIABILITY LIMITATION

WARRANTY AND DISCLAIMER

Voyajoy shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Professional Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Voyajoy or by third-party providers, or because of other causes beyond Voyajoy’s reasonable control, but Voyajoy shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, Voyajoy DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND Voyajoy DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

HOST RESPONSIBILITIES

Once VOYAJOY has successfully booked a reservation for the Host, it is the Host’s responsibility to ensure that the guest enjoys a Satisfactory stay at the Accommodation. The Host shall be responsible for:

MANAGING HOUSEKEEPING

The Host will coordinate the schedules of housekeepers and ensure their timeliness and effectiveness in the performance of their duties.

MAINTAINING THE ACCOMMODATION

The Host shall promptly address any home maintenance issues, including repair of home fixtures or appliances and care of gardens, pools, and hot tubs.

COORDINATION CHECK-INS OR CHECK-OUTS

Beyond ensuring that the Host’s welcome letters are sent to guests, as requested by Host, VOYAJOY will not grant or deny permission for early check-in or late check-outs. VOYAJOY will refer all such requests to the Host.

AD VALOREM TAXES

In some cities, counties, and states, the booking platform will charge, collect, and remit ad valorem taxes to the proper authorities on behalf of the Host. In all other cases, the Host is responsible for staying abreast of all applicable tax laws and complying with them. VOYAJOY assumes no responsibility for a Host's compliance with any agreements with or duties to third parties or with compliance with applicable laws, rules, and regulations. In the event that any fees are charged to the listing due to Host's non-compliance of any kind. Host is solely responsible for the payment of those fees.

INCOME TAXES

Host shall be solely responsible for preparing Host’s own income tax return, duly reporting all income and expenses related to the rental of the Accommodations; and Host will be solely responsible for payment of any resulting income taxes. VOYAJOY is not responsible for advising Host with respect to taxes owed with regards to the Accommodations or any transactions contemplated by or facilitated by this Agreement.

LAWS AND REGULATIONS

Host shall be solely responsible for complying with all laws and regulations regarding the renting of the Accommodations to guests.

EVICTION

VOYAJOY shall not be responsible for evicting guests. Should any guest stay beyond the period agreed upon between VOYAJOY and the guest, VOYAJOY shall notify Host, and Host shall have sole responsibility with regards to evicting the guest and any expenses, losses, or damages associated with the guest’s stay beyond the contracted period or any eviction process.

CREDIT CARD AND BANK ACCOUNT ON FILE

Host shall maintain a current credit card or bank account information on file with VOYAJOY. Host hereby authorizes VOYAJOY to charge Host’s credit card or bank account for any amounts owed by Host to VOYAJOY under this Agreement that are not covered by the balance held by VOYAJOY.

INDEMNIFICATION

Host shall indemnify, defend, and save VOYAJOY harmless form against, and from all liability, claims, and suits arising out of the duties lawfully performed by the VOYAJOY under this agreement other than those arising because of willful negligence or an intentional tort by VOYAJOY or its employees, agents, officers, or directors.
Host shall indemnify VOYAJOY for the assessment of any late fees resulting from charges arising from the responsibility of Host which could not be paid timely because Host failed to maintain a sufficient balance in the Host’s operating account after notice by the VOYAJOY.
- any damage to or destruction of any property by guests, any third party, or any terrorism, acts of nature, or acts of God
- any injury to or death of any person on or about the Accommodations from any cause whatsoever
- any error of judgment by Indemnitees or any mistake of law or fact by Indemnities, and
- to the extent not covered by insurance, any alleged violation of any law (statutory, common or otherwise) pertaining to the actions contemplated by this Agreement, including but not limited to environmental protection, rent control, taxes, fair housing, or any other such laws.
Host shall indemnify and hold VOYAJOY, its employees, agents, officers, and directors (“Indemnitees”) harmless from all damage, loss, cost, or attorney’s fees Indemnitees may sustain on account of:
This indemnity provision applies if the claim arises out of the sole negligence of VOYAJOY unless it is finally adjudicated by a court of competent jurisdiction that an officer, agent, director, or employee of VOYAJOY acted with gross negligence or willful misconduct.

TERM AND TERMINATION

TERM

This Agreement is effective from the first date the Host Services are used and will continue month to month, until terminated by either party in accordance with this Agreement.

TERMINATION BY NOTICE

Either party to this Agreement may elect to cancel or terminate this Agreement with or without cause by giving 30 days’ prior written notice to the other party. Termination by Notice must be given in the form of writing (email is acceptable).
Should VOYAJOY modify any fee or policy, then Host may terminate this Agreement for cause within 30 days of receipt by Host of written notice of the change. This does not include any additional addendum that is agreed to prior to the beginning of the initial term, as defined above.

UPON TERMINATION

Copies of all records required to be kept by VOYAJOY under this Agreement shall be delivered to Host upon request.
VOYAJOY shall cease taking reservations for the Accommodations.
Host shall honor all reservations that have been made for the Accommodations.
VOYAJOY shall deliver any amounts remaining in the Host’s account with VOYAJOY to Host, minus expenses and fees owed to VOYAJOY under this agreement, provided that VOYAJOY may keep a temporary reserve to cover known liabilities and may keep any fees owed to VOYAJOY under this Agreement for future reservations that were made prior to the termination of this Agreement, as if those reservations had resulted in guest stays.
The agency relationship created under this Agreement shall immediately cease, and VOYAJOY shall have no further responsibility to act for or on behalf of Host, except as VOYAJOY and Host may separately agree.

MISCELLANEOUS

ENTIRE AGREEMENT

This Agreement, and the Terms into which this Agreement is incorporated set forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all other oral or written representations, marketing information, and understandings.

WAIVER

If either party breaches any term of this Agreement and the other party decides to take no action or neglects to do so, then the respective party will still be entitled to take action and to enforce their rights and remedies for any other breach.

SEVERABILITY

If any of the provisions, or portions thereof, of this Agreement are found to be invalid under any applicable statute or rule of law, then, that provision (or portion thereof) notwithstanding, this Agreement shall remain in full force and effect and such provision or portion thereof shall be deemed omitted.

RELATIONSHIP OF PARTIES

The parties are independent contractors under this Agreement and no other relationship is intended. Specifically, without limitation, there is to be no inference of a partnership, franchise, joint venture, agency, employer/employee, fiduciary, master/servant relationship, or other special relationship. Neither party shall act in a manner which expresses or implies a relationship other than that of independent contractor, nor to bind the other party. This Agreement establishes and constitutes only a Booking Services Agreement between the parties.

ASSIGNABILITY

Neither party shall directly or indirectly assign, sell, or otherwise transfer all or any part of the legal or beneficial interest or all or any part of the rights or obligations created by this Agreement without first obtaining the written approval of the other.

NOTICES

All notices, reports and statements required to be sent here under to either party by the other shall be mailed to the address set forth herein, sent to email addresses provided by the parties, or such other email address or mailing address as may be subsequently specified in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.

DISPUTE RESOLUTION

Unless mutually agreed otherwise, jurisdiction for the resolution of any dispute shall be in the state in which the Accommodation is located (“Jurisdiction”); and venue is to be in the nearest major city to the location of the Accommodation.
VOYAJOY and Host agree to try in good faith to settle the dispute by voluntary mediation before resorting to court action or arbitration.
In the event of a dispute between the parties concerning the terms of this Agreement that is not resolved by mediation, such dispute shall be resolved as set forth in the Terms submitted to Arbitration pursuant to the rules of the American Arbitration Association, unless the Jurisdiction provides for the use of a retired judge to handle litigation, in which case the matter is to be tried before a retired judge.