Oasi Service Level Agreement
Standard Terms & Conditions
This Service Level Agreement ("SLA") sets forth the standard terms and conditions applicable to all marketing and pricing management agreements entered into by Stay Oasi LLC ("Oasi"). This SLA is incorporated by reference into each fully executed Marketing and/or Pricing Management Agreement (the "Agreement") between Oasi and the applicable Client. Capitalized terms not defined herein have the meanings set forth in the Agreement.
1. CLIENT OBLIGATIONS — OPERATIONAL
1a. Online Advertisement Expenses. Oasi or one of its affiliates may purchase online advertisements, advertisement campaigns, or other ad-related services from Google, Meta, or any other platform. Client and Oasi shall first agree on a budget for such expenses. Such Online Advertisement Expenses, including any associated fees or taxes, and the set up of Online Advertisement Infrastructure shall be the responsibility of Client ("Paid Ad Management"). Client acknowledges that basic or advanced tracking infrastructure may be required to set up prior to deploying digital advertisements for a one-time cost.
1b. Guest Communication. Client shall be solely responsible for all communication with guests before, during and after a reservation besides that communication which may arise on social media platforms or other marketing-specific channels managed by Oasi as a part of the SMMS. Client acknowledges that communication arising on the aforementioned marketing channels may be forwarded to Client so that Client may provide requested information or assist a potential guest with booking Client Properties.
1c. Honoring Reservations. Client agrees to honor existing reservations for any stay with a check-out date up to one year after any date within the term of this Agreement. Client will be responsible for any damages (including lost Pricing Fees) for Client's failure to honor existing reservations for any reason, provided however that Client shall not be responsible where such failure is due to factors beyond Client's control (force majeure). If Client makes an insurance or third-party compensation claim for lost income due to displaced reservations, Oasi is entitled to its Pricing Fee on the lost rental income. If Client sells Client Property, Client shall pay Oasi the Pricing Fee owed on all future reservations booked under Oasi management within 30 days of sale unless Oasi enters a services agreement equivalent to the Agreement with the new owner.
1d. Listing Accuracy. Client shall be solely responsible for the accuracy of all information on any online travel agency listings or listings marketed on Client's website besides nightly rates and pricing-specific advertisements. Oasi may advise Client on optimal listing copy, listing structure and notify Client of any inaccuracies detected by Oasi or third parties.
2. DISCOUNTS; CANCELLATIONS
2a. Cancellations. If the Client cancels a guest booking, the Client may be obligated to pay Oasi the anticipated Pricing Fee associated with the canceled booking. The Client acknowledges and agrees that Oasi shall have the discretion to establish the cancellation policies applicable to the Client's listings on various online platforms, with the goal of maximizing revenue and booking volume. If the Client prefers a specific cancellation policy for any platform, the Client must notify Oasi accordingly. In the event a guest cancels a booking, the Client shall only be responsible for the Pricing Fee to the extent of retained revenue resulting from such cancellation, if any.
3. PARTIES’ COOPERATION
3a. The Client shall provide Oasi with any data, information or materials requested or to be requested by Oasi, which may be reasonably necessary for the provision of the Services (the "Information"). The Client authorizes Oasi to share the data, except for revenue data, with potential Oasi investors, Oasi's marketing audience, affiliates, or other individuals or entities that may arise in the course of fundraising and business development. Oasi may not share Client's revenue data without Client's prior written consent.
3b. The Client warrants to Oasi that the Client has the proper ownership title to any materials (including but not limited to any elements of text, graphics, images, designs, trademarks, or other artwork) provided by the Client to Oasi as part of any Information for the inclusion in any deliverables to be produced by Oasi or its representatives in the course of the provision of the Services.
3c. The Client hereby waives any right that they may have to inspect and/or give prior approval for the Content Assets, marketing copy, or other marketing content that may be used in connection to the Services. In the event that Client disapproves of Content Assets, marketing copy and/or any other marketing content used, Oasi agrees to discontinue use of such marketing content within 24 hours after receipt of notice of Client's request to discontinue use of such content.
3d. Oasi may use its own and its affiliates', subsidiaries', or other managed clients' social media accounts to engage with, repost, tag, reference, or otherwise interact with Client's social media accounts or content to increase visibility and engagement for Client and/or other Oasi-managed accounts. Upon written request from Client, Oasi shall discontinue engagement between Client's social media accounts and a specified account within 24 hours after receipt of Client request.
4. WARRANTIES AND UNDERTAKINGS
4a. Oasi reserves the right to immediately suspend the provision of the Services if at any time Oasi provides evidence that there is a breach of this Agreement, breach of security, or breach of law in which event Oasi will notify the Client of the suspension and any steps to be taken as soon as reasonably practicable.
5. NO GUARANTEE OF RESULTS
5a. Although Oasi is committed to providing services of proper and high quality, the Client understands and expressly confirms that no guarantee may be provided by Oasi or its representatives with respect to the results or outcomes of the Services.
6. EXCLUSION OF LIABILITY AND INDEMNITY
6a. No Party shall be liable, to the fullest extent permitted by the law applicable to this Agreement, in contract, tort, strict liability, warranty, or otherwise, for any special, incidental, indirect or consequential damages, such as but not limited to, delay, disruption, loss of product, loss of anticipated profits or revenue, other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) that arises out of or in connection with this Agreement or the Services provided or to be provided by Oasi.
6b. Without prejudice to SLA Section 4a, if the full exclusion of any liability of a Party with respect to the Services or otherwise in connection with this Agreement cannot be agreed upon by the Client and Oasi by operation of any mandatory provision of the law applicable to this Agreement, to the extent such liability is not excluded, the aggregate amount of any liability of such Party and its representatives which may arise with respect to the Services or in connection with this Agreement in any court, arbitration or other legal proceedings (cumulatively for all legal proceedings whenever exist) shall be limited in aggregate to a maximum of the Client Fees paid or payable in the 60 days before the event giving rise to the claim.
6c. Nothing in this Agreement will:
i. limit or exclude the liability of a Party for death or personal injury resulting from gross negligence;
ii. limit or exclude the liability of a Party for fraud or fraudulent misrepresentation by that Party;
iii. limit any liability of a Party in any way that is not permitted under applicable law; or
iv. exclude any liability of a Party that may not be excluded under applicable law.
v. The limitations and/or exclusions of liability set out in SLA Section 5 (No Guarantee of Results), this SLA Section 6 (Exclusion of Liability and Indemnity), or elsewhere in this Agreement or the SLA are subject to this SLA Section 6c and govern all liabilities that arise out of or in connection with this Agreement or the Services provided or to be provided by Oasi and its representatives.
7. WORK EXECUTED BY OASI
7a. All deliverables created by Oasi, including but not limited to the Content Assets and any elements of text, graphics, images, designs, artwork, media, visuals, or written copy produced in the course of providing the Services, whether created by Oasi employees, contractors, or third parties, shall remain the sole and exclusive property of Oasi.
During the term of this Agreement, and provided Client is not in material breach of its payment obligations, Oasi grants Client a non-exclusive license to use the approved Content Assets and deliverables for Client's business purposes.
Upon termination of this Agreement for any reason, Client's right to create new postings, campaigns, distributions, derivative works, or other future uses of the Content Assets shall cease unless Client enters into a separate written licensing agreement with Oasi and pays any applicable licensing fees.
Notwithstanding the foregoing, any Content Assets that were publicly posted, published, distributed, or otherwise made live by Client during the term of the Agreement may remain publicly displayed and in continued use in their existing form following termination. However, any new use, reposting, redistribution, modification, derivative creation, or expanded deployment of the Content Assets after termination shall require a separate written license and may be subject to additional fees.
In the event of a material payment default that remains uncured after any applicable notice and cure period, Oasi reserves the right to suspend the license granted herein until such default is cured.
Any works that must, by operation of trademark or copyright law, be owned by Client (including registered trademarks and logos), shall be assigned to Client as required by law.
8. CONFIDENTIALITY AND PROTECTION OF INFORMATION
8a. The Parties agree that they shall keep in confidence any Confidential Information (as defined below) and, except in accordance with this Agreement, will not disclose that Confidential Information to any person (other than their employees and professional advisers who need to know the information) without the written consent of the other Party.
8b. For the purposes of this Section 8, the "Confidential Information" means confidential information disclosed by either Party to the other pursuant to, or in connection with this Agreement, including but not limited to the content of this Agreement, other than information which is already in the public domain (other than through a breach of this Agreement or other obligation of confidentiality), was lawfully in the possession of the recipient before the disclosure under this Agreement took place or is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction).
8c. Furthermore, during the Term and for a period of one (1) year thereafter, the Client agrees not to disclose, use, or allow the use of any proprietary data, methods, code, or procedures specifically developed by Oasi and/or its subsidiaries and affiliates in connection with the Services, except as necessary for the Client's internal business operations, sales and marketing. This restriction shall not apply to general marketing principles, industry-standard practices, or publicly available information.
9. GOVERNING LAW AND STANDARD PROVISIONS
9a. Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas (without giving effect to any conflict of laws principles under such jurisdiction's laws).
9b. Assignment. Client may not sell, assign or otherwise transfer this Agreement, for any other reason, in whole or in part, without Oasi's written approval. Oasi may assign all or certain obligations hereunder to affiliates and service providers and may assign this contract in connection with any corporate reorganization or change of control transaction, including without limitation merger, acquisition, or asset sale.
9c. Force Majeure. Each Party shall be excused from any breach of this Agreement to the extent caused by any cause beyond its reasonable control, including acts of God, the elements, the public enemy, strikes, walk-outs, or failure of the internet, provided the affected Party (i) gives the other Party prompt notice of such cause, and (ii) uses reasonable efforts and due diligence to recover and resume performance.
9d. Relationship Between the Parties. The Parties expressly agree that the relationship between them is that of principals dealing with each other as independent contractors. This Agreement shall not be construed to create a partnership or other formal entity.
9e. Notices. Notices must be sent via email and in writing. Notices will be effective when delivered to the addresses below and must be sent via certified mail, courier or messenger service, along with tracking information. Unless changed by notice, the addresses for Oasi and Client are as follows:
If to Client: [Client address to be provided in Agreement]
If to Oasi:
Stay Oasi LLC
2106 Malvern Hill Dr
Austin, TX 78745
Email: legal@stayoasi.com
9f. Counterparts. The Agreement may be executed in one or more counterparts, including electronic PDF copies, each of which will be deemed an original and all of which together will constitute one and the same instrument.
9g. Severability. For any provision(s) that are adjudicated void, illegal, invalid or unenforceable, both parties agree to remove such provisions from the Agreement. The remainder of this Agreement shall be construed as if such provision had not been inserted.
9h. Entire Agreement; Modification. The Agreement and this SLA, including any exhibits and attachments, together constitute the entire understanding of the Parties relating to the subject matter contained herein and supersede all prior and contemporaneous discussions and writings between them. The Agreement and this SLA may each be modified by mutual written agreement of the Parties.
9i. Survival. The following provisions shall survive the expiration or termination of the Agreement and this SLA: Agreement Section 2 (Services and Term); SLA Section 4 (Warranties and Undertakings); SLA Section 6 (Exclusion of Liability and Indemnity); SLA Section 7 (Work Executed by Oasi); and SLA Section 8 (Confidentiality and Protection of Information).
9j. Dispute Resolution. All actions or proceedings arising in connection with this Agreement, the breach thereof and/or the scope of the provisions of this Section shall be submitted to the Judicial Arbitration and Mediation Service (the "JAMS") for final and binding arbitration under its Rules of Arbitration, to be held in Austin, Texas, before a single arbitrator who shall be a retired judge. The arbitration shall be a confidential proceeding, closed to the general public. Neither Party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator's award.
9k. Waiver. No waiver of any terms or conditions of this Agreement will be valid or binding on a Party unless such Party makes the waiver in writing.
9l. Headings. All Section headings in the Agreement are for the convenience of reference only and are not intended to qualify the meaning of any Section.
9m. Non-Solicitation. During the Term and for one year following the Term, the Client agrees not to directly or indirectly solicit, induce, or hire any employees, contractors, clients, consultants, or other business relationships of Oasi without the prior written consent of Oasi.