HelpHost Terms of Service
MANAGER SERVICES. It is agreed and understood that the Manager will be leasing the Property as a shared housing unit using shared unit housing intermediaries, and will not be seeking long-term rental agreements. The Manager shall have the exclusive right to rent the Property on behalf of the Client and, pursuant to such right; the Manager shall use its best efforts to provide and perform the following services at a first-class level and quality (but at least commensurate with other similarly situated third party hosting firms), in relation to the Property:
Advertise, list, and promote the Property for rental purposes as the Manager deems appropriate in its reasonable discretion;
Manage reservations and guest communication for the Property;
Oversee maintenance and cleaning of the Property as provided in this Agreement;
Submit monthly (or as otherwise may be required), to the appropriate tax collection authority, all applicable sales and use taxes required to be paid relating to the use of the Property for rentals pursuant to this Agreement; and
Conduct general inspections of the Property after the conclusion of each reservation.
RENTAL PAYMENTS AND APPORTIONMENTS.
The Manager shall market the Property for rental and shall use commercially reasonable and diligent efforts to maximize income produced by the Property. Notwithstanding the foregoing, Manager is not required to take enforcement action relating to non-payment, may negotiate any disputes with users of the Property on behalf of Client (with the Client’s prior approval), and shall not be responsible for any uncollectible amounts, unless such non-collection is a direct result of the acts or omissions of the Manager. The Manager shall be solely responsible for determining the rental rates for the Property during the term of this Agreement.
It is understood that certain rental payments received by the Manager will already reflect deductions for platform fees (i.e. Airbnb, VRBO, Booking.com service and commission fees). Upon Manager’s receipt of any rental payment in relation to the Property, Manager shall first deduct from such payment the Manager’s Commission. Second, the Manager shall pay any taxes payable to any government entities relating to the rental out of the Manager Commission. Third, the Manager shall deduct from such payment the Base Cleaning Fee and any other applicable charges under this Agreement. Next, the Manager shall deposit the remaining balance to the Client’s account.
The Manager’s Commission and credit to the Client shall be calculated based on the rental payments received by the Manager. Any services provided by the Manager that exceed the scope of the services contemplated by and set forth in this Agreement must be preapproved by the Client and will be charged at the Manager Base Rate. (This is not necessarily true. Manager’s % is based on rental payments, client’s is based on what is left after all expenses are paid. You do not need to remove this section but consider if you want it included.)
Nothing herein shall prevent the Manager from charging any user of the Property separate fees (e.g. concierge fees) that will not be considered rental payments; provided that, the Manager shall be required to disclose any such separate fees to the Client in writing.
CLIENT OBLIGATIONS.
The Client agrees to comply with all local rules, regulations, laws, statutes, and ordinances. This Agreement is subject to the Client being granted a city approved registration number. The Client and the Manager may work together while the Property is awaiting an approved registration number, and, if necessary, an appeal and/or commissioner’s adjustment appeal, but this Agreement may be terminated if the Property does not receive a city-approved registration number.
The Client agrees to timely pay all mortgage obligations, ad valorem real estate taxes, property assessments, charges and fees, Clients' association fees, other fees required to be paid pursuant to any instruments of record to which the Property is subject, management fees, and all other expenses associated with the Property as same become due and owing. The Client agrees to abide by all rules, regulations and ordinances set by federal, state, local government, association(s), city requirements, other restrictive covenants, and instruments of record. The Client represents and warrants that upon the granting of a city-approved registration number the association and city documents currently allow rentals as contemplated in this Agreement.
The Client agrees to pay for all charges relating to the installation, connection, and/or initiation of telephone, electricity, gas (when needed), water, cable, satellite or other telecommunications services, internet accessibility, snow removal and any other relevant services and benefits for the Property as may exist or which in the future come into existence, and agrees to make all deposits required by the relevant service providers in connection therewith. The Client agrees to pay all preapproved costs resulting directly from the Manager obtaining all licenses, permits, or other governmental approvals as may be necessary for rental of the Property for the benefit of Client, along with all preapproved expenses incurred in bringing the Property up to the standard required for obtaining such licenses, permits, or other governmental approvals.
The Client acknowledges and agrees that any breach of its obligations under this Section 3 shall be grounds entitling Manager to terminate this Agreement immediately, in its sole discretion, without prior notice, and without waiving any other remedy available to Manager relating to such breach.
The Client warrants that the Client is an owner in fee simple of the Property, or has explicit and written approval that Shared Housing Units AirBNB and/or rooms for rent are allowed by the Owner of the Property, and that the Client has the full authority to enter into this Agreement.
PAYMENT TO THE CLIENT. The Manager shall prepare monthly a statement showing all receipts and payments relating to the Property during the preceding calendar month, which statement shall be provided to the Client no later than the 5th business day of the following calendar month. The Manager shall cause any monies owed to the Client pursuant to this Agreement to be paid to the Client via direct deposit in U.S. currency by the 5th business day of the calendar month following the calendar month to which the payment relates.
PAYMENT TO THE MANAGER. If approved expenses and other disbursements for the Property exceed the net rental income for the Property in any given month, the Client agrees to remit the total sum of such amount to the Manager within ten (10) days following the Client's receipt of the monthly statement described in Section 10 of this Agreement. The Client acknowledges and agrees that the Manager is under no obligation to pay bills or provide services where such payment or provision of services would result in a deficit in the Client's account.
PAYMENT OF BILLS. If the Client, when required to do so, fails to pay necessary funds for utilities, maintenance fees, or other charges relating to the Property and discontinuation of any service to the Property results, the Manager shall have the right, at the Manager's sole option, to terminate this Agreement without prior notice. Further, if any guests' enjoyment of the Property is impaired as a result of any such discontinuation of service, or as a result of any mechanical, electrical, or other equipment failure related in whole or in part to the Client's failure to make any payments contemplated under this Section 4, and if as a result the Manager reasonably believes that such guests should be entitled to a credit to their respective rental payment, then the Manager shall be entitled to apply such credit upon prior written notice to the Client
INSURANCE. The Client agrees to secure, from an approved insurance company, a property policy covering the Property and its contents (including all personal property contained in the Property), which policy shall name and declare the Manager as additional insureds with liability limits of at least One Million Dollars ($1,000,000.00) per occurrence. The policy of insurance shall be required to cover “all risks” on a one hundred percent (100%) replacement cost basis. The Client shall provide the Manager upon written request a certificate of insurance evidencing that such policy is in full force throughout the term of this Agreement.
PERSONAL USE OF PROPERTY BY CLIENT. The Client shall not utilize the Property as Client's personal primary residence, but the Client shall have the right to occupy the Property as often and whenever the Client desires, subject to availability as mutually determined by the Client and the Manager based on actual or reasonably pending reservations. To this end, the Manager will make commercially reasonable efforts to secure the Property for the Client's use upon reasonable notice of not less than ten (10) business days before the Client's desired date of occupancy. The Manager shall in no manner be responsible or liable for the Client bookings if the Manager has not received this required notice. For purposes of this Section 6, the Client use shall include use by Client’s immediate family members and non-paying guests. The Manager shall be entitled to the Manager Commission for any paying guests and the Client will account to the Manager for any payments received relating to a period of Client use, if any. To protect the privacy of guests, the Client agrees not to enter or use the Property, or allow others to do so, without prior approval of the Manager unless it is a designated period of Client use or is currently not being occupied by guests pursuant to this Agreement.
TERM OF AGREEMENT. This Agreement shall commence as of the Effective Date and shall continue from month to month until terminated by either party upon thirty (30) days prior written notice to the other. Notwithstanding the foregoing, the Client agrees to permit the Manager, at the Manager's option, to maintain the Property's availability for any reservations confirmed before the date of termination, and in such event, this Agreement shall continue to be effective and valid, most particularly with the requirement that all existing reservations be accommodated at the reservation rates confirmed at the time of booking and that the Manager and the Client be compensated accordingly.
SALE OF PROPERTY.
In the event the Client desires to sell the Property, the Manager shall use its best efforts to make the Property available to be shown to real estate brokers or potential purchasers so long as: (i) the Manager shall have received reasonable advance written notice from the Client authorizing the Property to be shown and, as applicable, reasonably identifying the individual serving as the Client's broker for such purpose; and (ii) the Property is vacant and not booked for occupancy at the time of showing (provided, however, that during any period in which the Property is occupied, the Manager shall have no obligation or requirement to accommodate the scheduling requests of the Client or the Client's broker for such purposes). In the event the Property is to be shown for such purposes, the Client shall not use or provide to its broker its own key(s) in order to access the Property; instead, the Client or its broker shall be required to obtain a key from the Manager. Any additional cleaning services over and above those set forth in Section 9(b) of this Agreement which may be requested by the Client or otherwise deemed necessary by the Manager relating to any showings brokers and potential purchasers shall be subject to separate charge as described in Section 9(b) of this Agreement.
The Client shall provide the Manager at least fifteen (15) days' advance written notice of a contemplated sale of the Property, including the name, mailing address, and, if available, a contact telephone number for the anticipated purchaser.
In the event the Client sells the Property to a third party and this Agreement is not terminated before such sale, the Client and the Manager expressly agree that: (i) the Client shall (1) require, as a condition of such sale (to be specifically expressed in the contract for purchase and sale), that the purchaser shall automatically assume the Client's obligations under this Agreement, and (2) further expressly require that the purchaser be required to honor and agree to and with any reservations confirmed for the Property before the date of such conveyance of the Property (at the reservation rates confirmed at the time of booking); and (ii) the Manager has expressly relied upon the provisions of this Section 8(c) as an inducement to the Manager entering into this Agreement and relationship with the Client. Absent prior termination of this Agreement or an express assumption by the purchaser of the Client's obligations hereunder, the Client shall remain liable under this Agreement as if such sale had not occurred, and this Agreement shall also become enforceable against the purchaser of the Property as if it were the original Client identified herein.
GENERAL MAINTENANCE; CLEANING; FURNITURE; PROJECT MANAGEMENT.
The Manager shall arrange for general repairs or replacements, including repairs to or replacements of furnishings within the Property, which the Manager, in its commercially reasonable discretion, deems necessary to ensure the Property's marketability, up to the Manager Expense Authority per item repaired or replaced. In the event such repair or replacement is anticipated to cost more than the Manager Expense Authority, the Manager will request, in each instance, prior written approval from the Client, which may be withheld in the Client’s sole and absolute discretion. Any requests for approval that are not approved in writing and delivered to the Manager within seven (7) days of the Client's receipt of such request shall be deemed rejected. Notwithstanding the foregoing, emergency repairs and replacements may be authorized by the Manager in its commercially reasonable discretion at any time and from time to time. Any repairs or replacements capable of being carried out by the Manager's own personnel will be charged at the Manager Base Rate per person, charged in half-hour increments. The Manager Surcharge will only apply for emergency repairs and replacements performed by Manager's personnel or by an outside contractor during the hours between 10:00 p.m. and 9:00 a.m.
Cleaning services will be provided to the Property by the Manager after each guest checkout at the Base Cleaning Fee. Guests pay the Base Cleaning Fee at the time of their booking, which is then collected in the rental payout and deducted from the Client statement. Any further cleanings requested by the Client that are above and beyond the scope of what would be expected to be a normal and ordinary cleaning will be charged to the Client on an “as-requested” basis at $40 per hour. Likewise, spot cleaning of carpets and upholstery, deep carpet cleaning, paint touch-up, pressure cleaning and linen and towel replacement shall be charged separately, at the Manager's commercially reasonable discretion, on an “as-needed” basis at cost and only upon the prior written approval of the Client.
The Client agrees to maintain the Property in good and serviceable condition consistent with similar properties in the area where the Property is located.
RELEASE OF LIABILITY AND INDEMNIFICATION; INSURANCE.
EACH PARTY DOES HEREBY RELEASE THE OTHER PARTY, TOGETHER WITH ITS RESPECTIVE CLIENTS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE “INDEMNITEES”) FROM, AND AGREES TO INDEMNIFY, DEFEND, SAVE AND HOLD THE INDEMNITEES HARMLESS FROM AND AGAINST, ANY AND ALL THIRD PARTY CLAIMS FOR LOSS, INJURY, DAMAGES, LIABILITIES, COSTS, OR EXPENSES, INCLUDING REASONABLE ATTORNEYS' AND OTHER PROFESSIONALS' FEES ACTUALLY INCURRED, OF ANY NATURE WHATSOEVER, TO PERSON OR PROPERTY RESULTING IN ANY WAY FROM, OR IN ANY FASHION ARISING FROM, OR CONNECTED WITH, THE ACTS OR OMISSIONS OF SUCH PARTY WHICH RESULT IN ANY INJURY TO PERSON OR PROPERTY OCCURRING ON OR ABOUT THE PROPERTY, EXCEPT TO THE EXTENT SUCH CLAIMS FOR LOSS, INJURY, DAMAGES, LIABILITIES, COSTS, OR EXPENSES ARE CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE OTHER PARTY.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST BUSINESS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT FOR ANY CLAIM SHALL NOT EXCEED THE TOTAL AMOUNT OF MONIES ACTUALLY PAID BY THE MANAGER TO THE CLIENT UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM AROSE.
ALTHOUGH MANAGER MAY PLACE OR POST WITHIN THE PROPERTY A COPY OF ANY RESTRICTIONS ON USE SET FORTH IN ANY ASSOCIATION DOCUMENTS GOVERNING GUEST'S USE OF THE PROPERTY, MANAGER SHALL HAVE NO OBLIGATION TO ENSURE THAT PERSONS OCCUPYING THE PROPERTY COMPLY WITH ANY SUCH RESTRICTIONS ON USE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING INDEMNIFICATION, IT SHALL APPLY TO CLIENT’S REPRESENTATIONS AND WARRANTIES IN SECTION 3 OF THIS AGREEMENT.
WAIVER; MODIFICATION. No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing, duly executed by both the Manager and the Client. This Agreement constitutes the entire agreement by the parties with respect to the subject matter hereof.
SPECIFIC CLIENT ACKNOWLEDGEMENTS. The Client declares, acknowledges and states that: (a) the Client's purchase of the Property was not based or conditioned upon any information provided by the Manager as to a guarantee, assurance, or representation of any income or profit that could be generated from time to time through the rental of the Property by the Manager; (b) the Client was not advised that the Manager was the sole party through whom rentals of the Property was required to occur, and that the Manager made no such statements to the Client as an inducement to cause the Client to enter into this Agreement; and (c) the Manager made no representations or statements and did not provide any information or materials to the Client which served to induce the Client to purchase the Property and/or enter into this Agreement.
ENFORCEMENT. In the event any action or proceeding is taken to enforce the provisions of this Agreement, the prevailing party shall be entitled to an award of its respective third party and actually incurred court costs and reasonable attorney's fees (which shall include any and all reasonable attorney and paralegal fees actually incurred in the course of trial or appellate litigation or related services by an out-of-court attorney and paralegal associated with or regarding the dispute in question, and any and all such fees incurred relating to any administrative proceeding associated with or regarding the dispute in question) necessitated by non-compliance with the terms of this Agreement.
SEVERABILITY. Invalidation in whole or in part, of any particular provision of this Agreement by judgment or court order will not affect any other provisions, all of which shall remain in full force and effect; provided, however, any court of competent jurisdiction is hereby empowered, to the extent practicable, to enforce any otherwise invalid provision contained in this Agreement when necessary to avoid a finding of invalidity while effecting the intent of the parties pertaining to the management and use of the Property.
GOVERNING LAW; VENUE; PERSONAL JURISDICTION. This Agreement shall be construed in accordance with the laws of the State of Illinois with regard to conflicts of laws principles. Any legal proceedings undertaken relating to this Agreement shall be prosecuted in the court of competent jurisdiction in Cook County, Illinois. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard for conflicts of laws principles. Each party hereby expressly consents to the personal jurisdiction of the state and federal courts located in the state of Illinois for any lawsuit filed there against any party to this agreement by any other party of this agreement concerning the Agreement or any matter arising from or relating to this Agreement.