Partner Agreement

Down Fare Partner Agreement

Introduction

This Partner Agreement (the “Agreement”) is entered into by and between Down Fare, Inc., a corporation duly incorporated under the laws of the State of Delaware, United States (“Down Fare,” “we,” “our,” or “us”), and the accommodation provider, operator, or authorized representative (“Partner,” “you,” or “your”) participating in the Down Fare Partner Program.

By clicking “I Agree,” completing registration, or otherwise accessing or using the Down Fare Extranet or Partner Portal, you confirm your acceptance of this Agreement and agree to be legally bound by its terms and conditions. No handwritten signature is required. This Agreement constitutes a valid, binding, and enforceable electronic contract under applicable law.

1. Effective Date

This Agreement becomes effective as of the date the Partner electronically accepts it or submits the Partner registration through the Down Fare Platform, and Down Fare confirms acceptance into the Partner Program (the “Effective Date”). Electronic acceptance, continued use of the Platform, or activation of listings each constitute valid execution and binding consent.

2. Relationship and Scope

This Agreement governs the commercial, operational, and legal relationship between Down Fare and the Partner in connection with the listing, marketing, and distribution of rooms, villas, lodges, estates, or other accommodations (“Properties”) on the Down Fare Platform. It establishes the framework through which inventory and rates are uploaded and distributed, reservations are confirmed, commissions and payments are processed, and guest services are managed.

3. Incorporation by Reference

This Agreement incorporates by reference and is supplemented by the following documents:

1. Down Fare General Delivery Terms for Accommodation Partners
2. Partner Schedules or Rate Sheets agreed through the Extranet
3. Down Fare’s Privacy Policy and Data Protection Standards
4. Any operational manuals or communications provided via the Partner Portal

4. Electronic Signature and Legal Effect

By clicking “I Agree” or by accessing and using the Down Fare Extranet, you acknowledge that you have read, understood, and accepted this Agreement. You represent that you are duly authorized to bind the business entity identified in the registration form. Electronic acceptance constitutes a legally binding signature under the U.S. E-SIGN Act and equivalent international legislation.

5. Amendments and Updates

Down Fare may revise or update this Agreement or the Incorporated Terms periodically to reflect operational, regulatory, or market changes. Material updates will be communicated via the Partner Extranet, Partner email, or official Down Fare communications. Continued use of the Platform after the effective date constitutes acceptance of the revised Agreement.

6. Notices and Communications

All legal or formal notices shall be provided electronically through the Partner Extranet messaging system or the registered Partner email address. Notices are deemed received upon successful electronic transmission or posting to the Extranet.

7. Partner Responsibilities

The Partner shall maintain accurate and up-to-date information on all listed Properties, comply with Down Fare’s General Delivery Terms, honor confirmed reservations, and ensure compliance with applicable local laws and taxes. Partners are independent operators and not agents or employees of Down Fare.

8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States. Any disputes shall be submitted exclusively to the state or federal courts of New York County, New York, unless Down Fare elects arbitration under the AAA Rules.

9. Assignment and Subcontracting

The Partner may not assign, transfer, or delegate any rights or obligations under this Agreement without Down Fare’s prior written consent. Down Fare may assign or transfer its rights and obligations to an affiliate, subsidiary, or successor entity in connection with a merger or reorganization.

10. Termination and Survival

Either Party may terminate this Agreement for convenience by providing fifteen (15) days’ written or electronic notice through the Extranet. Down Fare may immediately suspend or terminate the Partner’s participation if it breaches this Agreement, violates applicable law, or harms the Down Fare brand. The following provisions survive termination: Sections 3, 4, 6, 8, 9, and 10.

11. Public Availability

The current version of this Agreement will always be accessible on the Down Fare Partner Portal. Partners are encouraged to review it periodically to stay informed of updates and standards.

12. Entire Agreement

This Agreement and the Incorporated Terms represent the complete and exclusive understanding between Down Fare and the Partner. No verbal agreements or informal communications shall modify this Agreement unless explicitly agreed in writing by both Parties.

Electronic Acceptance

By selecting the “I Agree” checkbox or continuing to use the Down Fare Partner Portal, you acknowledge and represent that you have read, understood, and accepted this Agreement and that you consent to conduct business electronically with Down Fare, Inc.

Accepted and agreed electronically on the date of registration or continued participation.