KEY TRAVEL CONCIERGE, INC.
PARTNER MEMBERSHIP AGREEMENT - TERMS & CONDITIONS

PARTNER MEMBERSHIP.

This Partner Membership Agreement ("Agreement") sets forth the terms and conditions between You as a Subscriber (“Partner”, "Subscriber", “You”, “Your”) and KEY Travel Concierge, Inc (“KEY”, “We”, “Our”) of 5209 Burnet Rd, Suite 120, Austin, Texas 78756, in connection with your subscription for KEY’s Partner Membership (“Subscription”).

GENERAL TERMS.

KEY is in the business of providing guests who are traveling with a hospitality platform wherein they can browse and book vacation homes, services and local experiences as well as access KEY’s hospitality team for trip planning support.  Subscriber desires to have KEY make available and provide the services described or identified below (Services & Deliverables).

Through your paid Membership, your guests will be able to view and book services, excursions, activities and experiences provided by KEY and also through third parties, as noted below.  

Subscriber is the owner, operator or a property manager of the private residences, rental units or other properties being subscribed under this agreement (“Subscribed properties”).

TERM OF AGREEMENT.

The Subscription is for a limited period of time ("term"). The term of the Subscription is one-year (12 months), unless a different term is agreed upon in writing between Subscriber and KEY, in which case that term will apply. Unless otherwise noted in writing, the Subscription commences on the date of the invoice. The Subscription automatically renews after its term. You will be required to make all payments due during the term of the Subscription.

SERVICES & DELIVERABLES TO BE PROVIDED TO PARTNER BY KEY.

Use of Platform. Throughout the term of this Agreement, KEY will make our Platform available to Subscriber guests, staying in Subscribed properties.

Access to Hospitality Team. Throughout the term of this Agreement, KEY will make our hospitality team available to Subscriber guests, staying in Subscribed properties.

Access to Landing Page. Subscriber guests will have access to a landing page from which they can explore KEY’s catalog of services, book experiences, access their personalized itinerary or contact KEY’s hospitality team.

Marketing Content. Throughout the term of this Agreement, KEY will send marketing content to guests provided to KEY by the Subscriber and who are staying in Subscribed Properties.


Reporting. Throughout the term of this Agreement, KEY will make available to Subscriber a report that provides access to booking information of Subscriber’s guests.

DELIVERABLES TO BE PROVIDED BY SUBSCRIBER.

Integration into Reservation System. Subscriber is to integrate the offering of KEY’s services into Subscriber’s reservation system so that the offering of KEY’s services can be automated on each guest booking.

List of Reservations. If not fully integrated, Subscriber is to provide KEY with required reservation information at the time of booking.

FEES & PAYMENTS.

In consideration of KEY’s provision of the Services & Deliverables outlined above, Subscriber agrees to pay KEY the agreed upon annual fee for each property.  The annual fee is to be invoiced upon acceptance of these terms.

If additional homes are subscribed after the Subscription begins, they will be invoiced at the prorated rate for the term of the Subscription to keep Subscribed properties on the same subscription schedule.  At the time of renewal, all Subscribed properties will be renewed at the agreed upon pricing and co-termed to a single start and end date.

PAYMENT TERMS.

KEY’s invoices are due and payable upon receipt. If the Subscriber sends additional check-ins for properties not initially subscribed, KEY will invoice the Subscriber for that property the prorated amount remaining of the value through the term of the Agreement, due and payable upon receipt of invoice.

All fees and other amounts set forth in the Agreement are payable in U.S. dollars.  

DISCLAIMER.

KEY PROVIDES ITS SERVICES HEREUNDER “AS IS.”  KEY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

CONFIDENTIAL INFORMATION.

Definition. “Confidential Information” means non-public information (including, but not limited to product information, plans and pricing, financials, marketing plans, business strategies, customer strategies, quality control checklists, customer information, trade secrets, know-how data, research and development, software and hardware, software and hardware configurations, APIs, specifications, designs, proprietary formulae and proprietary algorithm), regardless of form or medium, that is disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) under this Agreement, in written form and marked “Confidential,” “Proprietary” or with a similar designation, or if disclosed orally, the Disclosing Party shall indicate that such information is confidential at the time of disclosure and send a written summary of such information to the Receiving Party within thirty (30) days of disclosure and mark such summary “Confidential,” “Proprietary” or with a similar designation. Confidential Information also includes all summaries or abstracts of Confidential Information. The terms of this Agreement shall be deemed the Confidential Information of both parties. Each Quarterly Report is the Confidential Information of KEY.

Nondisclosure and Nonuse Obligation.  Each party acknowledges that in the course of the performance of this Agreement, it may obtain the Confidential Information of the other party.  The Receiving Party shall: (i) at all times, both during the term of this Agreement and at all times thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it; (ii) not use the Confidential Information of the Disclosing Party other than as necessary to perform its obligations or exercise its rights under this Agreement; and (iii) take reasonable steps to prevent unauthorized disclosure or use of the Disclosing Party’s Confidential Information and to prevent it from falling into the public domain or into the possession of unauthorized persons.  The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees and consultants who need access to such Confidential Information in order to effect the intent of this Agreement and who have entered into written confidentiality agreements with the Receiving Party which protects the Confidential Information of the Disclosing Party.

Legal Disclosures.  A disclosure of Confidential Information (i) in response to a valid order by a court or other governmental body or (ii) otherwise required by law, shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that the party disclosing such information shall provide prompt written notice thereof to the other party to enable it to seek a protective order or otherwise prevent such disclosure.

Other Permitted Disclosures.  Either party may provide a copy of this Agreement to the following persons and/or entities who are under obligations of confidentiality substantially similar to those set forth in this Agreement: potential acquirers, merger partners or investors and to their employees, agents, attorneys, investment bankers, financial advisors and auditors in connection with the due diligence review of such party.  A party may also provide a copy of this Agreement to: (i) the party’s public accounting firm in connection with any financial or tax audits and (ii) to the party’s outside legal advisors in connection with obtaining legal advice relating to this Agreement, the relationship established by this Agreement or any related matters.

Exceptions. Confidential Information shall not include information that (a) is already known to the Receiving Party at the time of disclosure, which knowledge the Receiving Party shall have the burden of proving; (b) is, or, through no act or failure to act of the Receiving Party, becomes publicly known; (c) is received by the Receiving Party from a third party without restriction on disclosure; (d) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party, which independent development the Receiving Party will have the burden of proving; or (e) is approved for release by written authorization of the Disclosing Party.

Remedies.  Both parties agree that any violation of this section may cause irreparable injury to the Disclosing Party for which there is no adequate remedy at law, entitling the Disclosing Party to injunctive relief in addition to all other available legal remedies.

LIMITATION OF LIABILITY.  

EXCEPT FOR BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN CONFIDENTIAL INFORMATION SECTION ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL KEY’S LIABILITY TO SUBSCRIBER EXCEED THE AMOUNTS PAID BY SUBSCRIBER TO KEY UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE EVENT FIRST GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND ANY LIMITATION OF LIABILITY.

THE LIMITATIONS SET FORTH IN THIS TERMS & CONDITIONS SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDIES HEREUNDER.  THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

TERM & TERMINATION.

Auto Renewal.  The Subscription will continue for one (1) year (the “term”).  This Membership will automatically renew for successive one (1) year periods unless Subscriber notifies KEY in writing of its intention not to renew the Membership no later than thirty (30) days prior to the end of the then-current term.

Termination for Cause.  Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from the notifying party.

Effect of Termination.  Termination of the Subscription shall not limit either party from pursuing any other remedies available to it under this Agreement, at law or in equity. Termination of the Membership will have no effect whatsoever on KEY’s ability to continue to work with Subscriber guests who have already been provided to KEY during the Subscription.  Subscription cancellations require a 30 days notice, after which KEY will refund any remaining balance that has been pre-paid for the duration of the subscription term.  If cancellation occurs in the first two months, KEY will retain a minimum of $60 to cover initial onboarding and set-up.  

Survival.  The provisions of the Subscription that by their express terms or nature survive and continue will survive any termination or expiration of this Subscription including the payment, taxes, trademark ownership, warranty disclaimer, limitation on liability, confidentiality and general provisions and this Section.

GENERAL.

Governing Law. This Agreement shall be governed in all respects by the laws of Texas.  All notices or requests shall be in writing and shall be sent by email to Subscriber and KEY at billing@KEY.co, or recognized commercial overnight courier.  

Relationship of Parties. Nothing contained herein shall be construed as creating any agency or other form of joint enterprise between the parties.  

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of (i) any provision of any present or future law or regulation of the Texas or any applicable law that applies to the subject hereof, and (ii) strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other cause which is beyond the reasonable control of such party.  The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.  In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provisions shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement and the exhibits hereto, constitute the entire agreement between the parties with respect to the subject matter hereof.  Except to an affiliate or in connection with its merger, acquisition or sale of all or substantially all of its assets or other business combination transaction, neither party may assign or transfer its rights under this Agreement without the prior written consent of the other party.  

Assignment. Any attempted assignment not in accordance with the terms of this subsection is void and of no effect.  This Subscription shall be binding upon and inure to the benefit of each of the parties, their successors and permitted assigns.  This Subscription supersedes, and the terms of this Agreement govern, any prior or collateral agreements with respect to the subject matter hereof.  No modification or amendment of the Subscription will be effective unless in a writing that both identifies itself as an amendment to the Subscription and is executed by a duly authorized representative of each party.

AMENDMENT.

KEY reserves the right to modify, update, add, delete, revise and change this Partner Membership Agreement at any time. KEY will notify the Subscriber in writing of any changes made to this Agreement.

COMPLETE AGREEMENT.

This Partner Membership Agreement, and any documents expressly referenced or incorporated therein, together constitute the full agreement between You and KEY as to the matters contained therein.