Terms of Agreement 1.     Services. Upon its acceptance of this Property Management Agreement on the Effective Date, We shall provide the following services (collectively, the “Services”) to the Owner during the Term of the Agreement and maintain the Property identified within any Listing as We appropriate on an ongoing basis. Our Leasing Office will provide services that include but are not limited to; a.     Tenant Screening: Respond to inquiries from prospective tenants, providing information about available units, rental prices, lease terms, and amenities. b.     Property Tours: Organizing property tours for potential tenants, showcasing the available units, and highlighting the features and benefits of the property. Application Processing: Collecting and reviewing rental applications, verifying applicant information, conducting background and credit checks, and making decisions regarding tenant suitability. c.      Lease Preparation: Preparing lease agreements, ensuring all necessary terms and conditions are included, and explaining the lease agreement to tenants before they sign it. d.     Rent Collection: Collecting tenant rental payments, tracking and recording payments, and issuing receipts or invoices as required. e.     Maintenance Coordination: Receiving and processing maintenance requests from tenants, coordinating with maintenance staff or contractors to schedule repairs, and ensuring timely resolution of maintenance issues. f.      Tenant Relations: Building and maintaining positive relationships with tenants, addressing their concerns or complaints, and providing assistance or guidance as needed. g.     Vacancy Management: Managing vacant units, advertising, and marketing available units, conducting showings, and actively working to fill vacancies. h.     Financial Administration: Assisting with financial tasks such as budgeting, expense tracking, and reporting related to the leasing office operations. i.       Record-Keeping: Maintaining accurate and up-to-date records of tenant information, lease agreements, payments, maintenance requests, and other relevant documentation. j.       Compliance: Ensuring compliance with relevant fair housing laws, fair housing regulations, and other legal requirements in all leasing activities. k.      Marketing Services. Using the Images (defined below) and information You provide to Us, We shall engage in the display, promotion, and marketing of the Property on the Website and through the Zelloo Channels through the creation and maintenance of Listings to be displayed on one or both. Our Channels may include but are not limited to; VRBO, Airbnb, HomeAway, Zillow, Apartments, Realtor, and other such services currently in existence or that may exist in the future. Our activities may include, subject to the terms and conditions of this Agreement, the display of Images depicting the Property, the use of Your description of the Property and Our own description of the Property, and the use of commercially reasonable measures to ensure the distribution of these Images and descriptions so that travelers, third parties, and potential Tenants may Rent to use the Property for a specified number of nights through Our online technology, specifically including its rentals and payment processing systems (collectively, the “Technology”). l.       Housekeeping. We will coordinate cleaning services associated with short-term rentals. Cleaning is paid for by Zelloo and it is not an expense to the Owner.  m.    Leasing Team. Our Virtual Leasing Office and Customer Support services are available seven days per week. We shall accept Rentals of the Property in a manner that does not overlap with other Rentals. At the time of any Tenant making a Rental, we shall collect payment of the Rate(s) charged for each night of the Rental via credit card, debit card, or other means that may be available and accepted from time to time through the Technology. n.     Account Executive. We will provide You with a dedicated Account Executive as a main contact, the Account Executive will manage Your Property and its Listings. The Market Manager will assist you with the implementation process and manage Your relationship with Us. o.     Dashboard. We will provide you with a dashboard that is detailed information pertaining to each Rental for Your Property processed by Us, including but not limited to Tenants’ information, payout amounts, and rental dates, whether the Rental is made through the Website or any of the Our Channels. p.     Damage Deposit Claims. At or before the time of a Tenant’s check-in for a Rental, We will charge the Tenant’s deposit in an amount We will determine from time to time in its sole and absolute discretion, which will serve as the Tenant’s deposit that can be collected and withheld in the event of damage to the Property or Your personal property therein, and which We shall hold for at least 48 hours following the Tenant’s check-out from the Rental. If a Tenant has caused damage to Your Property or your personal property located within the Property, You or Housekeeping is responsible for submitting any and all claims for recovery from or an assessment against the Tenant’s damage deposit within 48 hours after that Tenant checks out. If you fail to remit a claim within 48 hours after the Tenant checks out, the damage deposit will be returned to the Tenant in full. q.     Property Safety. As a material term of this Agreement, We are required to comply with the health and safety obligations imposed by Your country, state, province, county, city, or other municipality, which are required for You to operate legally within the jurisdiction(s) where the Property is located. Additionally, We may provide You with a safety self-assessment survey at any time which You agree to complete truthfully and accurately and return to Us within five days of receiving it.   2.      TERMS OF PAYMENTS FOR REVENUE SHARE. You understand and agree that you can withdraw rent payments from Zelloo on the day the Guest has checked out from the property less our Service Fee.              Payments may take 1 to 5 business days to deposit to your bank account (excluding weekends and holidays). You are obligated to maintain current and valid bank account information on file.  3.     GUARANTEED RENT (If SELECTED). The (“Guaranteed Rent”) will begin on the Guarantee Start Date, which is 30 days after the Property is considered Rent-Ready. Your Guaranteed Rent will be paid even if a tenant has not been placed in the Property and it remains vacant, with the deduction of our service fees ("Service Fee"). We will commence listing the Property at the Starting Rent, and we reserve the right to adjust the listing price at our sole discretion. In the event that we are able to secure a tenant for the Property at a higher rate than the Guaranteed Rent, you will receive the higher rate after deducting our Management Fees. However, if we place a tenant at or below the Guaranteed Rent, you will receive.   a.   Terms of payment for guaranteed rent. You understand and agree that you can withdraw rent payments from Zelloo on the 1st of each month less our Service Fee. Payments may take 1 to 5 business days to deposit to your bank account (excluding weekends and holidays). You are obligated to maintain current and valid bank account information on file.   4.     TERM OF THIS AGREEMENT. The term of this agreement will be for a minimum term of 1 year, the rental rights and all other rights assigned to Tenant under this Agreement shall commence at 12:01 AM local time on the Start Date and, unless this Agreement is terminated or not renewed as set forth in this Agreement, shall continue until 11:59 PM. local time on the End Date, constituting the initial “Term” of the Agreement, subject to any renewals.   a.     Renewal. This agreement will automatically renew 90 days prior to the End Date. Each Party may elect not to renew this agreement by providing notice in writing at least 90 days prior to the End Date.   5.     SERVICE FEE. In consideration for the Services above, we charge a fifteen 15% percent Service Fee herein referred to as the (“Service Fee”). The Service Fee is outlined under the Overview section of this Listing and Service Agreement signed by you.     a.     Tenant Fee. We reserve the right to charge fees to Tenant and collect and retain all fees paid by Tenant (the "Tenant Fee"). Tenant Fee may include but are not limited to, Application Fees, Cleaning Fees, and Tenant Service Fees. Each fee shall be individually known as a “Tenant Fee,” and collectively as the “Tenant Fees.” These fees help us cover our expenses to operate.   6.     EARLY TERMINATION. Each of us has the right to terminate this Agreement at any time by giving a thirty (30) days' notice to the other party. The party terminating the Agreement will be responsible for paying a one-month termination fee, equivalent to one month of Guaranteed Rent or the average monthly revenue (whichever is more) to the other party. If you decide to terminate this agreement and there are future bookings you agree that our Service Fee will be due immediately on all future bookings and deducted from your payout. You also agree to comply with fair housing laws and honor the obligations of the tenancy.   7.     OWNER OBLIGATIONS. After the Agreement’s Effective Date Upon the latest of a) Our acceptance of Your invitation to be a co-host or accept a similar position of joint responsibility for controlling access or promotion of the Property or creating Listings, or b) the Effective Date, and throughout the Agreement’s Term, You shall accept and owe the following obligations to WE set forth below in this Section, and elsewhere within this Agreement as applicable: a.     Provision of Listing Information. As set forth in this Agreement, You shall provide information and materials reasonably necessary for Us to prepare Listings of the Property. b.     Owner Conduct. You represent and warrant that any Listing created by You or Us, and the use of the Property identified within that Listing will not breach any agreements You have entered into with any third parties, such as Owners associations, condominium associations, lease or rental agreements, and You will be in compliance with all Applicable laws (such as zoning laws, fair housing laws and laws governing rentals of residential and other properties), Tax requirements, and rules and regulations that may apply to any Accommodation included in a Listing You post (including having all required permits, licenses and registrations), and (ii) not conflict with the rights of third parties. Further, as the Owner, You, remain responsible and liable for Your own acts and omissions, including, but not limited to, conduct that causes harm or damage to Us, that violates the terms and conditions of any Provider, that violates the terms and conditions of Our Channel, or that violates any applicable laws, statutes, regulations, rules, or ordinances. c.      Taxes & Insurance. You agree to comply with and be bound by the Tax obligations set forth within this Agreement. You agree to maintain insurance.   d.      You agree that you will not post, list, advertise, or market the Property during the term(s) of this Agreement because this may interfere with our ability to do the same. 8.     LISTING AND RATES. As provided in this Agreement, You understand and agree that as a condition of entering this Agreement, within ten days of the Effective Date, we or you will conduct a real estate photograph of at least 30 images of the Property that We own and have the full rights for its use (the “Images”), subject to the conditions below.   a.     Rental Rates. We manage the Rental Rate(s) at which the Property will be promoted or displayed within a Listing as being available for Tenants. We use dynamic pricing that utilizes real-time market rental data to ensure our rental rate maximizes revenue for the Property. We manage on Your behalf, and in accordance with this Agreement, the Rates, together with any applicable charges, Taxes, or other amounts payable, based on information You provide to Us, and any such action by WE to derive such Rates, Taxes, and other fees, or other amounts on Your behalf. b.     Licensing. You grant Us full rights and license to use, reproduce, distribute, and display the Property, Images, and all other information You submit to Us and Our affiliates’ use in identifying, promoting, marketing, and otherwise obtaining Rentals for the Property. You further agree to provide Us reasonable free access to the Property in order to obtain images that We shall create and own in their entirety for Us and Our Affiliates’ use in identifying, promoting, marketing, and otherwise obtaining Rentals for the Property. c.      Smartlock/Lockbox/Access. You permit the use of a Smartlock/lockbox or other key services to access the Property unless restricted by the homeowners' association (in which case you will assist us in ensuring the HOA's cooperation with key-related matters). In the event that you do not already have a smartlock or lockbox, we will provide one on your behalf and deduct the cost from the first month's Guaranteed Rent. d.     Fair Housing. The parties to this agreement hereby affirm their commitment to fair housing practices in accordance with all applicable federal, state, and local fair housing laws and regulations. They acknowledge and agree that no person shall be discriminated against on the basis of race, color, religion, sex, national origin, familial status, disability, or any other protected characteristic under fair housing laws. The parties shall conduct all rental activities, including but not limited to tenant selection, application processing, lease negotiation, and property management, in full compliance with fair housing laws. They further agree to provide reasonable accommodations and modifications for individuals with disabilities, as required by law. Any violation of fair housing laws shall constitute a breach of this agreement, and appropriate legal remedies may be sought. This fair housing clause shall be binding upon the parties and their successors, representatives, and assigns." 9.     TAXES. We will gather and remit all necessary occupancy taxes from the Tenant, in accordance with the State, County, or municipality regulations applicable to the Tenant's residency. These occupancy taxes, which could encompass State, County, or municipal taxes, are customarily imposed on accommodations rented for durations less than 30 days. This category includes vacation rentals, hotels, lodgings, and property leases less than 6 months within the geographical boundaries of the State of Florida herein referred to as (the “Collection and Remittance”). You hereby authorize Zelloo to collect Occupancy Taxes from Tenants on Your behalf and to remit such Occupancy Taxes to the Tax Authority. Where Zelloo is facilitating Collection and Remittance, You are not permitted to collect any Occupancy Taxes being collected by Us relating to their Property in that jurisdiction. You may be required depending on local laws to obtain an occupancy tax ID number. 10.   CANCELLED RENTALS.  You shall not cancel any Rentals or Applications and shall not encourage any Tenants to cancel. 11.   RELOCATION. If You are unable to honor a Rental, You understand and agree that You shall immediately notify Us of this inability, relocate the affected Tenant to a comparable property, pre-pay, or make other arrangements for which relocation is needed. in addition to all additional transportation and relocation costs, and waive any additional fees or other additional payments that otherwise would be payable to You by WE or the Tenant as a result of the Rental.  12.   LIMITATION OF LIABILITY. You shall irrevocably release and hold harmless Zelloo, its officers, directors, employees, Owners, and its Affiliates, from all claims arising from this Agreement and any Rentals obtained through Zelloo, the Website, or the Channels, whether those claims are brought by any Tenant or any third party. You expressly agree to release Zelloo, its officers, directors, employees, Owners, and Affiliates for claims of any kind, including those arising in tort or contract, or under other law (e.g., the Fair Housing Act and other federal law, whether or not relating to housing or accommodations), and release WE, its officers, directors, employees, Owners, and its Affiliates from any claim for damages of any kind, whether arising from contract or tort, in law or equity (and including any and all claims for injunctive or declaratory relief), including special, general, indirect, consequential, exemplary, punitive, or any other measure of damages, and further release Zelloo from any claim for attorneys’ fees and costs in any claim or dispute. You further shall hold Zelloo, its officers, directors, employees, Owners, and its Affiliates harmless for any claims a Tenant or third party brings against You in connection with this Agreement or the Property specified in this Agreement. You understand and agree, at Your sole and exclusive expense, to indemnify and defend Zelloo, its Affiliates, and its officers, directors, contractors, and employees (collectively, the “Zelloo Indemnitees”) against any claim or action arising from or related to this Agreement. 13.   DISCLAIMER OF CERTAIN WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE MAKE NO WARRANTIES, REPRESENTATIONS, COVENANTS, OR GUARANTEES WITH REGARD TO THE SERVICES OR ANY DISTRIBUTION OR INTEGRATION, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY SIMILAR OR RELATED CLAIMS, ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14.   DISPUTES. Subject to the choice-of-law and forum selection provisions in this Agreement, You agree to work with Us in good faith to resolve any disputes arising under or related to this Agreement, including through mediation, and continue Your efforts until such dispute has been resolved in a manner satisfactory to the Parties. 15.   RELEASE AND HOLD HARMLESS. You shall irrevocably release and hold harmless each other from all claims arising from Our use of the Property for subleasing, re-letting, or providing month-to-month rentals, executive rental, other rental services, or for any other purpose, whether those claims are brought by Permitted Tenants or any third party. You agree to release Us for claims of any kind under this Section, including those arising in tort or contract, or under other law (e.g., the Fair Housing Act and other federal law, whether or not relating to housing or accommodations), and release Us from any claim for damages of any kind, whether arising from contract or tort, in law or equity (and including any and all claims for injunctive or declaratory relief), including special, general, indirect, consequential, exemplary, punitive, or any other measure of damages. Further, releases Us from any claim for attorneys’ fees and costs in any claim or dispute. Landlord further shall hold Us harmless for any claims a Permitted Tenant or third party brings against Landlord in connection with this Agreement or Tenant’s decision whether or not it was a sublease, re-let, or provide as a mid-term rental, executive rental, or on any other temporary rental basis, any or all of the Property specified in this Agreement. Landlord agrees and understands that in the event of any claim, loss, injury, or other damage, relating to or arising from this Agreement, Landlord agrees to seek any recovery for such injury or loss exclusively from Landlord’s insurer, and irrevocably waives all rights of recovery against Us for any claim, loss, injury, or other damage, arising by way of subrogation 16.   SURVIVAL. The obligations set forth in Sections 2, 3, 5, 6, 8, 9, 10, 11, 12, 13, and 14,16 shall survive the termination, conclusion, or end of this Agreement for any reason. a.     Notices. Where required by this Agreement, notices shall be sent via electronic mail transmission sent to . All notices must be in writing to be effective. b.     Full Agreement. This Agreement contains all terms between the Parties, and may not be modified, altered, or changed in any way except in writing signed by both Parties. If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause, or provision, and such invalid term, clause, or provision shall be deemed to be severed from the Agreement. No waiver by any Party of a breach or a default hereunder shall be deemed a waiver by such Party of a subsequent breach or default of a like or similar nature. No amendment, alteration, modification, or variation of this Agreement shall be valid or binding unless set forth in a further written agreement executed by all of the Parties hereto. c.      Assignment. Except as authorized in this Agreement, You may not assign this Agreement nor any rights conferred under it in any manner without the prior written consent of WE. Any purported assignment of, or attempt to assign, any of the rights or obligations You attempt to perform without WE’s prior written consent shall be null and void ab initio. d.     Independent Contractors. Nothing in this Agreement shall be deemed or construed to constitute or create any agency, franchise, partnership, joint venture or affiliation agreement between the Parties; neither Party shall have any power to obligate or bind the other Party in any manner whatsoever; and neither Party in any way represents itself as a guarantor of the quality of any product or service produced or provided by the other Party. e.     Compliance with applicable Laws. Owner may be required to obtain Short Term Rental License or Transient Tax ID number. Both parties agree to comply with applicable laws, statutes, regulations, ordinances or any order of a court. Also, You agree that You will not violate or infringe anyone else’s rights or cause harm to anyone. f.      Governing Law and Forum. This Agreement shall be construed under, governed, and enforced in all respects, including interpretation, by the substantive laws of the State of Florida without regard to Florida's choice of law provisions. g.     Construction of Agreement. Each of the Parties has participated in the drafting of this Agreement after consulting with counsel, and the language of this Agreement shall therefore not be presumptively construed either in favor of or against any of the Parties hereto. h.     Parties Bound. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their companies and affiliates, partners, Owners, attorneys, officers, shareholders, employees, directors, successors, and assigns. i.       Counterpart Signatures. This Agreement may be signed in one or more counterparts, with signatures evidenced by fax, scanned e-mail, or PDF documents; each counterpart will be deemed an original hereof for all purposes, and all of which, taken together, shall be deemed to constitute but one agreement. j.       Advice of Counsel. The Parties agree and have initialed below, indicating that they have read and specifically agreed to this Section, that they have carefully reviewed this Agreement, that they understand its terms, and that they sought legal advice with respect to this Agreement prior to signing it. You represent and warrant when you signed the Listing and Service Agreement that You are entering into this Agreement on Your own behalf, or that the individual entering into this Agreement on Your behalf is duly authorized to do so. You agree to accept the Terms of Agreement above along with the General Terms of Conditions, and our Privacy Policy. You have read, understood, and agree to be bound by the following terms.