Terms of Service

Effective Date: October 29, 2025

Company: Down Fare, Inc., a company incorporated under the laws of the State of Delaware, United States, with registered offices at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex.

Governing Law: State of New York, United States

1. Purpose and Scope

These General Delivery Terms (the “Terms”) govern the relationship between Down Fare, Inc. (“Down Fare,” “we,” “our”) and each accommodation partner (“Partner,” “you”) that lists rooms, villas, lodges, estates, or other lodging experiences on the Down Fare Platform.

The Terms define the framework for our collaboration—how inventory is presented, bookings are processed, payments are managed, and guests are served—so that every traveler experiences a consistent standard of excellence across the Down Fare network. They also set out the rights and obligations of both Parties to ensure transparency, fairness, and mutual accountability.

By enrolling in the Down Fare Partner Portal or accessing the Extranet, you acknowledge that you have reviewed, understood, and agreed to these Terms. These Terms apply to all accommodations promoted or booked through Down Fare, regardless of geography, property type, or contract form, and they supersede any informal or prior arrangements concerning listings, commissions, or service standards.

Down Fare operates as a global distribution and marketing platform designed to connect distinguished properties with discerning travelers. Our shared goal is to deliver seamless guest experiences, uphold compliance with local and international laws, and protect the integrity and reputation of both brands at every stage of the guest journey—from discovery and booking to stay and review.

These Terms set out how Down Fare, Inc. (“Down Fare,” “we,” “our”) works with accommodation partners (“Partner,” “you”) who list rooms, villas, lodges, and other stays on the Down Fare platform. They explain your responsibilities, our responsibilities, and how payments, data, and guest relations are managed. By joining the Partner Portal or using our Extranet, you confirm that you’ve read and agree to these Terms.

2. Key Definitions

To ensure consistency and clarity throughout these Terms, the following expressions have the meanings set out below. Unless otherwise stated or the context clearly indicates otherwise, all capitalized terms shall carry the definitions specified in this section.

1. “Accommodation” refers to any lodging unit or property—including but not limited to hotels, resorts, villas, serviced apartments, lodges, private residences, and boutique establishments—made available for booking through the Down Fare Platform or its affiliated distribution channels.
2. “Partner” means the legal entity or property operator entering into collaboration with Down Fare to market and offer Accommodation through the Platform, whether acting directly or through an authorized representative, franchise, or management company.
3. “Guest” means any traveler or client who completes a booking, reservation, or stay through Down Fare or its integrated partner network.
4. “Partner Agreement / Extranet” refers to the secure online portal and associated systems provided by Down Fare, through which Partners can manage their listings, update rates and availability, review booking information, receive performance data, and access operational or financial documents.
5. “Commission” means the contractual fee or percentage of the total booking value payable by the Partner to Down Fare for each confirmed reservation made through the Platform, as specified in the Partner Agreement or Extranet.
6. “Payment Models” describe the financial settlement methods applicable to bookings facilitated through Down Fare, including but not limited to:
   • Down Fare Collects, where Down Fare processes payment directly from the Guest and remits the net balance to the Partner; and
   • Partner Collects, where the Partner charges the Guest and subsequently remits the agreed Commission to Down Fare.
7. “Platform” means all digital and technological environments operated by Down Fare—including websites, mobile applications, APIs, affiliate sites, and third-party integrations—through which Accommodations are displayed, marketed, or booked.
8. “Force Majeure Event” refers to any extraordinary event or circumstance beyond the reasonable control of either Party that prevents or delays the performance of contractual obligations, including natural disasters, pandemics, war, terrorism, civil unrest, cyber incidents, and government-imposed restrictions.
9. “Guest Experience Standards” mean the service and operational expectations applicable to all Down Fare Partners, covering presentation, cleanliness, hospitality, safety, data protection, and compliance with brand standards.
10. “Business Day” means any day other than Saturday, Sunday, or public holiday in the jurisdiction of the Partner or Down Fare.

These definitions provide a consistent language for interpretation and shall apply to all present and future interactions between Down Fare and the Partner, ensuring uniform understanding across global operations.

3. Partner Responsibilities

3.1 General Obligations

The Partner is expected to conduct all business with Down Fare in a manner consistent with professionalism, accuracy, transparency, and legal integrity. By joining the Down Fare Platform, the Partner undertakes to maintain the highest operational standards and ensure that all information supplied through the Extranet or any connected channel remains current and correct. Down Fare relies on the Partner to provide a seamless guest journey—from search and booking to post-stay review—without disruption or reputational risk. All Partner activities shall reflect Down Fare’s values of Integrity, Experience, and Access.

3.2 Accuracy of Information

1. Partners must keep all property details—rates, availability, descriptions, amenities, photographs, and policies—complete, accurate, and continuously updated through the Extranet or authorized connectivity interface.
2. All listings must truthfully represent the accommodation offered. Use of outdated images, exaggerated descriptions, or false claims regarding classification, facilities, or location is strictly prohibited.
3. The Partner shall promptly (and in any event within twenty-four (24) hours) update the Extranet to reflect any material change affecting guest experience, such as renovations, facility closures, or policy revisions.

Failure to maintain accurate content may result in temporary delisting, restricted visibility, or termination of the Partner’s participation.

3.3 Legal and Regulatory Compliance

1. The Partner must operate in full compliance with all applicable laws, rules, and administrative requirements in every jurisdiction in which it offers accommodation.
2. This includes, without limitation, compliance with:
   • business licensing and registration obligations;
   • health, sanitation, and fire-safety regulations;
   • local labor, anti-discrimination, and data-protection laws; and
   • environmental and consumer-protection standards.
3. Partners must maintain appropriate liability, property, and business-interruption insurance. Proof of valid coverage shall be provided to Down Fare upon request.

3.4 Rate and Condition Parity

1. The Partner shall provide Down Fare with publicly available rates and conditions that are equal to or better than those offered on any other online or offline channel.
2. No additional fees, surcharges, or exclusive discounts that disadvantage Down Fare guests may be applied.
3. Any temporary promotional pricing offered elsewhere must be mirrored on the Down Fare Extranet, unless local law expressly prohibits parity.
4. Down Fare reserves the right to adjust or display the listing order of Partners who repeatedly breach parity obligations.

3.5 Reservation Integrity

1. Every confirmed reservation transmitted through Down Fare constitutes a binding agreement between the Partner and the Guest.
2. Partners must honor all confirmed bookings, including those received through affiliates or global distribution systems.
3. Cancellations initiated by the Partner are permissible only in cases of verified fraud, invalid payment details, or a genuine Force Majeure event.
4. In the event of overbooking or operational failure, the Partner must immediately provide alternate accommodation of equal or higher standard, at its own cost, and notify Down Fare without delay.
5. Failure to comply with reservation integrity obligations may lead to service fees, reduced visibility, or suspension.

3.6 Professional Conduct and Guest Relations

1. The Partner represents Down Fare before every guest and must uphold impeccable standards of hospitality.
2. Staff and representatives must:
   • treat all guests with courtesy, respect, and discretion;
   • respond to guest inquiries promptly and professionally;
   • maintain confidentiality of guest identity, itineraries, and preferences; and
   • provide safe, clean, and well-maintained premises consistent with the advertised category.
3. Harassment, discrimination, or unethical practices—including solicitation of tips for basic services or requests for personal favors—are strictly forbidden.
4. Partners must ensure that all staff interacting with guests are trained in emergency procedures, data privacy, and cultural sensitivity.
5. Down Fare may monitor service quality through guest feedback, audits, or mystery evaluations. Non-compliance may lead to corrective actions or termination.

3.7 Communication and Response Standards

1. All operational communication with Down Fare or guests shall be handled through the Extranet or approved channels.
2. Partners must respond to booking or guest-related messages within twenty-four (24) hours and to urgent issues within four (4) hours.
3. Repeated failure to respond within required timelines may affect ranking or availability on the Platform.

3.8 Ethical Conduct and Anti-Corruption

1. Partners shall conduct business ethically and in good faith, refraining from offering or accepting bribes, kickbacks, or any other improper advantage.
2. All dealings with government authorities, vendors, and guests must comply with applicable anti-bribery and anti-money-laundering laws.
3. Conflicts of interest, such as undisclosed ownership links between vendors or affiliates, must be declared to Down Fare immediately upon identification.

3.9 Sustainability and Community Engagement

Down Fare encourages environmentally responsible practices and respect for local communities. Partners are expected to implement reasonable sustainability measures—energy efficiency, waste reduction, ethical sourcing, and community inclusion—consistent with Down Fare’s commitment to responsible luxury travel.

3.10 Consequences of Breach

Any failure to comply with this Section 3 may result in written warning, ranking reduction, temporary suspension, or termination of the Partner’s listing. Down Fare reserves the right to recover losses incurred due to Partner negligence or misrepresentation.

4. Overbookings, Cancellations, and Relocation

4.1 Purpose and General Principles

Down Fare’s travelers expect reliability and seamless service. The Partner is therefore required to manage its availability and booking operations with accuracy, ensuring that every confirmed reservation is honored. Overbookings, unjustified cancellations, or guest relocations undermine guest trust and the reputation of both the Partner and Down Fare. This section defines how such situations must be prevented, reported, and resolved.

4.2 Prevention of Overbookings

1. Partners must maintain real-time synchronization of rates and availability across all connected systems, including channel managers and property management systems.
2. The Extranet must be updated immediately when inventory changes (e.g., due to maintenance, blockings, or direct reservations).
3. Down Fare may provide automated tools to prevent double-selling, but the ultimate responsibility for accuracy remains with the Partner.
4. Partners should audit their room or unit allocations periodically, particularly during peak periods or large-scale events.

Consistent overbookings will be treated as a breach of these Terms and may result in temporary suspension, lower ranking visibility, or termination.

4.3 Partner-Initiated Cancellations

1. Once a booking is confirmed, the Partner must honor it under the agreed rate and conditions.
2. Cancellations initiated by the Partner are permitted only when:
   • fraudulent or invalid payment information is detected and confirmed by Down Fare;
   • a verified Force Majeure event prevents the Partner from fulfilling the stay; or
   • the Guest’s conduct violates applicable law or poses a safety threat to staff or other guests.
3. All cancellations by the Partner must be reported through the Extranet, accompanied by a valid explanation.
4. Down Fare reserves the right to review the legitimacy of each Partner-initiated cancellation and may impose corrective measures or financial penalties if the reason is deemed invalid.

4.4 Relocation Obligations

If the Partner is unable to accommodate a confirmed Guest due to overbooking, facility closure, maintenance, or any operational failure, the Partner must immediately secure alternative accommodation of an equal or higher standard under the following conditions:

1. The Guest must not incur additional costs, inconvenience, or downgrade in service quality.
2. The Partner shall cover all relocation-related expenses, including transportation to the new property, any difference in room rate, taxes, or amenities, and applicable service charges or commissions.
3. The Partner must inform both Down Fare and the Guest immediately once relocation arrangements are confirmed, providing full contact details of the new accommodation.
4. If the Partner fails to arrange suitable relocation, Down Fare may intervene directly to secure accommodation, and any costs incurred will be charged to the Partner.
5. Repeated incidents of relocation or failure to comply may result in temporary delisting or permanent termination of the partnership.

4.5 Guest Communication and Transparency

1. Guests affected by cancellations or relocations must be informed courteously and promptly, with clear explanations and assistance.
2. Communication should be professional, empathetic, and solution-oriented, ensuring the Guest feels supported at every step.
3. Partners must never ask the Guest to contact Down Fare first to resolve an overbooking or cancellation; primary responsibility lies with the Partner.
4. All correspondence related to relocation or cancellations must be documented in the Extranet for record and audit purposes.

4.6 Reporting and Recordkeeping

Partners must maintain accurate records of all cancellations, relocations, and guest communications for at least twelve (12) months. These records may be requested by Down Fare for compliance review or dispute resolution.

4.7 Consequences of Non-Compliance

• recover any financial losses arising from the Partner’s failure to accommodate a confirmed Guest;
• impose administrative fees or offset relocation costs from future payouts;
• downgrade the Partner’s visibility or participation in promotional placements; or
• suspend or terminate the Partner’s account in cases of repeated or serious violations.

4.8 Guest Assurance

In every circumstance, the Guest’s well-being and experience take priority. Down Fare expects Partners to handle exceptions with discretion and empathy, ensuring the Guest perceives continuity, professionalism, and accountability at all times.

5. Guest Experience and Complaint Resolution

5.1 General Principle

The Partner represents Down Fare at every stage of the guest journey. Each stay must reflect Down Fare’s commitment to effortless luxury, authenticity, and reliability. Partners are responsible for ensuring that every guest receives the level of comfort, service, and professionalism expected of a global premium brand, regardless of property size or category.

5.2 Pre-Arrival and Check-In Standards

1. Guest bookings transmitted via Down Fare must be received, confirmed, and logged accurately in the Partner’s reservation system.
2. Check-in procedures should be seamless, professional, and discreet. Reception or welcome personnel must verify identification courteously and respect guest privacy at all times.
3. Any special requests noted in the booking—such as accessibility needs, dietary restrictions, or late-arrival arrangements—must be honored to the fullest extent possible or communicated to the guest before arrival if unavailable.
4. Guests must not be required to reconfirm their reservation or provide duplicate documentation already verified through Down Fare’s secure process.

5.3 Quality and Service Delivery During Stay

1. The Partner must ensure that rooms, villas, or other units are clean, fully operational, and compliant with the amenities and standards described on the Platform.
2. All advertised facilities (such as Wi-Fi, air conditioning, spa services, pools, and restaurants) must be available during operating hours and maintained to an acceptable safety and hygiene level.
3. Any temporary unavailability of services (e.g., maintenance, refurbishment, seasonal closure) must be clearly communicated to Down Fare and affected guests prior to arrival.
4. Housekeeping, maintenance, and food-and-beverage operations should meet or exceed prevailing industry norms for the accommodation type.
5. Partners should foster a culture of courtesy, discretion, and attentiveness—particularly when hosting high-profile or private clients.

5.4 Safety, Privacy, and Well-Being

1. Partners must maintain rigorous safety protocols, including emergency exits, fire detection systems, first-aid availability, and clear guest instructions.
2. Guest data and personal belongings must be treated with strict confidentiality. Unauthorized access to guest rooms or information is prohibited.
3. Incidents involving injury, theft, or emergency must be documented and reported promptly to both the guest and Down Fare, including remedial measures taken.
4. Staff are expected to handle sensitive circumstances—medical issues, cancellations, or complaints—with empathy and professionalism.

5.5 Complaint Handling Procedures

1. All guest complaints must be acknowledged promptly, preferably within two (2) hours of receipt or notification.
2. Partners must investigate the concern thoroughly and propose a fair, timely resolution in writing through the Extranet.
3. Where immediate resolution is not possible, the Partner must keep the guest informed of progress until closure.
4. Partners must never dismiss guest feedback as subjective; every complaint, regardless of scale, contributes to continuous improvement.
5. Any compensation or goodwill gesture offered must be reasonable, transparent, and documented.

5.6 Down Fare Mediation and Support

1. Down Fare may intervene when a complaint escalates or remains unresolved between guest and Partner.
2. The Partner must cooperate fully, supplying all requested documentation, booking details, and communication history.
3. Down Fare’s resolution may include partial refunds, re-accommodation, or future credit to preserve guest trust. Costs attributable to Partner fault will be charged accordingly.
4. Repeated unresolved complaints may result in service-quality audits, operational reviews, or suspension of listing privileges.

5.7 Feedback and Continuous Improvement

1. Guest reviews collected by Down Fare serve as performance indicators for Partners.
2. Partners should review feedback regularly, identify recurring issues, and implement corrective action plans.
3. Down Fare may invite high-performing Partners to participate in premium programs or marketing features that recognize excellence in guest satisfaction.

5.8 Brand Reputation and Conduct

The Partner acknowledges that every interaction with guests influences Down Fare’s global brand reputation. Any behavior—by management or staff—that damages that reputation, including unprofessional communication, negligence, or discriminatory practice, constitutes a material breach of these Terms and may lead to immediate removal from the Platform.

5.9 Records and Documentation

Partners shall maintain detailed records of all complaints, incident reports, and resolutions for at least twelve (12) months. Such documentation must be available to Down Fare upon request for compliance or quality-assurance review.

6. Payment Models and Commission

6.1 Overview

Down Fare provides two distinct payment models through which bookings are transacted and settlements are made between the Partner, the Guest, and Down Fare. The applicable model for each reservation is indicated in the Partner Extranet and in the booking confirmation.

6.2 Down Fare Collects Model

1. Under this model, Down Fare acts as the limited payment collection agent for the Partner and collects the full booking amount directly from the Guest at the time of reservation or according to the specified cancellation and payment policy.
2. Following Guest checkout and confirmation of stay, Down Fare will:
   1. deduct the agreed Commission and any applicable transaction or processing fees; and
   2. remit the remaining Net Amount to the Partner’s designated bank account within thirty (30) calendar days from the guest’s departure date, unless a shorter period has been contractually agreed.
3. Down Fare remits funds exclusively to the bank account on file in the Extranet. The Partner is responsible for ensuring payment details are accurate and current.
4. Any disputed or refunded transactions will be reconciled in the following payment cycle, with adjustments noted in the remittance statement.
5. Down Fare may offset outstanding amounts owed by the Partner from subsequent payouts.

6.3 Partner Collects Model

1. The Partner charges the Guest directly according to the policy displayed on the Platform.
2. Within fourteen (14) calendar days after guest checkout, the Partner must remit to Down Fare the agreed Commission for each completed booking.
3. Commission is calculated on the total booking amount, including taxes, fees, and service charges that are part of the room rate displayed.
4. Payment shall be made via electronic transfer or as otherwise instructed by Down Fare; proof of payment must be retained.
5. Late payment may incur 1.5% monthly interest (or the legal maximum) and may lead to suspension.
6. Down Fare may switch a Partner to the Down Fare Collects model in case of repeated issues.

6.4 Invoicing and Financial Reporting

1. Down Fare shall generate detailed invoices and statements via the Extranet.
2. Partners must verify accuracy within ten (10) business days of issuance.
3. Disputes must be reported in writing within the review window; otherwise statements are deemed accepted.
4. Partners must maintain internal records aligned with Down Fare’s data.

6.5 Refunds, Chargebacks, and Disputes

1. If a Guest qualifies for a refund or a chargeback occurs, Down Fare shall adjust the next remittance or invoice.
2. Under Down Fare Collects, Down Fare processes refunds and deducts them from the next payment cycle.
3. Under Partner Collects, the Partner issues refunds directly and must notify Down Fare.
4. Partners must provide documentation needed to resolve chargeback/refund investigations.

6.6 Currency, Exchange Rates, and Fees

1. Transactions are processed in the currency indicated in the Extranet; conversions use reputable mid-market rates at the time of transaction.
2. Partners bear bank charges, intermediary fees, or currency fluctuations unless otherwise agreed.
3. Down Fare may include disclosed administrative/processing fees for cross-border payments.

6.7 Taxes and Withholding

1. The Partner is solely responsible for its tax obligations.
2. Where required by law, Down Fare may withhold applicable taxes; withholdings will be documented.
3. Partners must provide valid tax registrations and documentation.

6.8 Transparency and Compliance

All payments must be executed through traceable banking channels in compliance with AML and financial transparency laws.

6.9 Financial Integrity and Audits

1. Down Fare may conduct audits or reconciliations upon reasonable notice.
2. Partners must cooperate and provide relevant records.
3. Underpayment or misreporting may lead to adjustments and administrative fees.

6.10 Consequences of Breach

• temporary suspension of property listings;
• withholding or offsetting of future payouts;
• late payment interest or penalties; and
• termination for repeated or willful default.

7. Taxes and Local Compliance

7.1 General Responsibility

The Partner bears full responsibility for complying with all applicable tax laws and local authority requirements, including proper collection, reporting, and remittance of all relevant taxes and levies. Partners are independent business entities, and Down Fare does not assume or share the Partner’s tax liabilities except as required by law.

7.2 Tax Collection and Remittance

1. Partners must determine applicable taxes and ensure correct calculation, display, collection, and remittance.
2. Under Partner Collects, the Partner collects and remits taxes.
3. Under Down Fare Collects, Down Fare may collect/remit certain taxes when required or authorized by law, itemizing such taxes on the booking/invoice.
4. Partners remain responsible for taxes not collected by Down Fare and for the accuracy of their tax information.

7.3 Tax Registration and Documentation

1. Partners must maintain valid tax identification numbers and keep them current in the Extranet.
2. Down Fare may withhold or delay payments if tax information is incomplete or invalid.
3. Partners must provide licenses, certificates, and proof of remittance upon request.

7.4 Invoicing and Recordkeeping

1. Partners must issue/maintain tax invoices per local standards.
2. Invoices should reflect total booking value and applicable taxes.
3. Records must be retained for at least five (5) years or longer if required.
4. Down Fare may request access for audit/verification.

7.5 Withholding and Reporting by Down Fare

1. In some jurisdictions, Down Fare may be required to withhold taxes and remit them to authorities, providing corresponding certificates.
2. Such withholding constitutes full discharge for the withheld portion.
3. Down Fare may be required to report Partner revenue data to authorities.

7.6 Compliance with Local Regulations

1. Partners must maintain all required operations, licenses, and registrations.
2. This includes tourism registration, lodging safety rules, AML/KYC obligations, and environmental/accessibility standards.
3. Partners are responsible for verifying legal permissibility of their operations.
4. Non-compliance or loss of authorization must be reported immediately; affected listings must be suspended.

7.7 Cooperation with Audits and Authorities

1. Down Fare may share Partner transaction details with authorities as required by law.
2. Partners agree to cooperate fully with governmental audits or verifications.
3. Partners shall indemnify Down Fare for losses arising from Partner tax non-compliance.

7.8 Consequences of Non-Compliance

• delayed or suspended payments;
• administrative penalties or offset charges;
• delisting from the Platform; or
• termination of the Partner Agreement.

Down Fare may suspend visibility or hold remittances until proof of compliance is provided.

7.9 Principle of Transparency

Down Fare operates under a global compliance framework that promotes transparency and accountability. The Partner acknowledges that proper tax and regulatory adherence preserves the trust of guests, authorities, and the broader travel community.

8. Data Privacy and Security

8.1 Purpose and Commitment

Down Fare and its Partners share a duty to protect all personal, financial, and transactional data handled through the Platform, in compliance with privacy legislation such as GDPR, CCPA, and other applicable laws.

8.2 Definitions

• Personal Data: information that identifies or can reasonably identify an individual.
• Processing: any operation performed on Personal Data.
• Data Controller: entity determining purpose and means of processing.
• Data Processor: entity processing data on behalf of a controller.

Depending on the booking model, both parties may act as independent or joint controllers.

8.3 Partner Responsibilities as a Data Controller

1. Safeguard guest/booking data accessed via Extranet.
2. Process data solely for booking fulfillment, communication, and legal compliance.
3. Implement security: secure storage, limited access, no unsolicited marketing, staff training.
4. Ensure third-party vendors meet security standards.

8.4 Down Fare Responsibilities

1. Acts as independent controller for data collected via its channels.
2. Maintains appropriate technical and organizational safeguards.
3. Processes data for contractual duties and legal obligations.

8.5 Data Sharing Between Parties

1. Share only limited data needed for fulfillment and post-stay communication.
2. Use secure, encrypted channels.
3. No unauthorized third-party disclosure.
4. Integrated tools must meet security requirements and may be audited.

8.6 Data Retention and Deletion

1. Retain Personal Data only as necessary and no longer than five (5) years unless legally required.
2. Upon request or termination, delete or anonymize data unless retention is required by law.
3. Document retention/disposal procedures.

8.7 Data Breach Notification

1. Notify Down Fare immediately (no later than 12 hours) via the Partner Security Contact channel with incident details.
2. Down Fare will assess regulatory/guest notification requirements.
3. Failure to report promptly is a material violation.

8.8 Guest Rights and Requests

1. Guests may exercise rights to access/correct/delete/restrict processing.
2. Partners must verify identity, respond timely, and inform Down Fare if data originated from its systems.
3. No discrimination for exercising rights.

8.9 Cross-Border Data Transfers

1. Down Fare may store/process data in multiple jurisdictions using adequate safeguards (e.g., SCCs).
2. Partners engaging in transfers must implement comparable safeguards.

8.10 Security Governance and Audits

1. Down Fare may conduct privacy/security reviews.
2. Partners must cooperate and provide documentation.
3. Failure to meet standards may require corrective measures or lead to suspension.

8.11 Confidentiality of Business Data

All non-public business, contractual, and performance data exchanged is confidential per Section 12.

8.12 Consequences of Non-Compliance

• temporary suspension of Extranet/system access;
• administrative penalties or corrective actions;
• financial liability for damages/fines; and
• termination for repeated or serious violations.

9. Intellectual Property and Marketing Rights

9.1 Ownership of Intellectual Property

1. All Down Fare Intellectual Property remains the sole property of Down Fare, Inc. or its affiliates.
2. No ownership is granted to the Partner.
3. Unauthorized use or modification may lead to suspension or legal action.

9.2 Limited License for Marketing and Distribution

1. Partner grants Down Fare a non-exclusive, royalty-free, worldwide, transferable license to use Partner trademarks, logos, names, descriptions, and photographs for marketing and distribution.
2. License extends to platform display, curated programs, advertising, and co-branded materials.
3. Down Fare will respect brand integrity; minor formatting adjustments may be made.
4. Partner warrants it holds necessary rights in submitted materials.

9.3 Down Fare Brand Use by Partners

1. Partners may make factual references (e.g., “Available on Down Fare”).
2. Use of Down Fare marks in promotional materials requires prior written authorization and adherence to Brand Identity Guidelines.
3. All use must cease upon termination.

9.4 Content Accuracy and Authenticity

1. Partner Content must be accurate, current, and representative.
2. No infringement of third-party rights.
3. Down Fare may edit/reject/remove content that fails standards or law.
4. Partner is responsible for securing usage rights.

9.5 Marketing Collaboration and Campaign Participation

1. Down Fare may invite Partners to campaigns at its discretion.
2. Participants must comply with campaign guidelines and requirements.
3. Editorial features may be used without additional approval if truthful and respectful.

9.6 Intellectual Property Protection

1. Parties shall notify each other of infringement and cooperate in enforcement.
2. Down Fare decides whether/how to pursue enforcement.

9.7 Confidential Creative Materials

Creative assets developed by Down Fare remain its exclusive property unless agreed otherwise.

9.8 Termination of License

1. License terminates upon property removal or Agreement termination.
2. Down Fare will remove Partner branding within a commercially reasonable period.
3. Archived/historical materials may persist for a limited time.

9.9 Indemnification and Liability

1. Partner indemnifies Down Fare for claims arising from Partner Content IP breaches.
2. Down Fare is not liable for consequential damages from lawful content use.

9.10 Integrity and Brand Alignment

All IP uses must reinforce values of exclusivity, discretion, and trust.

10. Reviews and Ratings

10.1 Purpose and Principles

Guest reviews ensure transparency and accountability; Partners should treat feedback as operational insight.

10.2 Eligibility and Verification

1. Only verified Guests who completed a stay may submit reviews.
2. Reviews are linked to specific bookings; anonymous or unverified reviews are not published.

10.3 Partner Conduct Regarding Reviews

1. Partners must not write/solicit fake reviews, incentivize positive feedback, discourage honest reviews, or manipulate moderation.
2. Responses must be respectful, concise, and free of personal data; no private pressure to alter reviews.

10.4 Moderation and Publication

1. Down Fare moderates for inappropriate content; negative feedback is not censored unless it violates policies.
2. Reviews typically remain visible for at least twenty-four (24) months; ratings are calculated automatically.

10.5 Disputed Reviews

1. Partners may dispute reviews for non-stay, policy violations, or demonstrably false/defamatory content.
2. Disputes must be filed within ten (10) business days; Down Fare’s decision is final.

10.6 Use of Reviews by Down Fare

1. Down Fare may reproduce/aggregate reviews across channels for marketing/analytics, in compliance with privacy laws.
2. Inclusion in awards/lists is at Down Fare’s discretion.

10.7 Impact of Ratings on Visibility and Performance

1. Average ratings affect visibility and eligibility for premium placements.
2. Low ratings may reduce ranking or prompt audits.

10.8 Confidential Guest Feedback

Confidential surveys may be shared privately with Partners; such feedback is proprietary and not for marketing use.

10.9 Removal and Retention Policy

1. Down Fare may remove fraudulent/irrelevant/breaching reviews.
2. System logic may be modified to improve fairness and accuracy.

10.10 Acknowledgment of Review System Integrity

By participating, the Partner accepts that reviews are an integral feature of the Down Fare ecosystem.

11. Liability and Indemnification

11.1 Purpose and Principle

Parties share responsibilities arising from collaboration; each is responsible for losses resulting from its own actions, omissions, negligence, or breach.

11.2 Partner’s Liability

1. The Partner is solely responsible for lawful and safe operations and accepts liability for:
   1. inaccurate/misleading listings;
   2. injuries/illnesses/damages on premises;
   3. property/personal losses due to negligence or misconduct;
   4. failure to comply with health/safety/accessibility rules;
   5. unlawful business practices; and
   6. unauthorized disclosure/misuse of Guest data.
2. The Partner bears related costs/fines/damages and must notify Down Fare of any material claims.

11.3 Down Fare’s Liability

1. Down Fare is not liable for on-property incidents, indirect/consequential damages, Partner-provided content errors, or temporary platform disruptions.
2. Total cumulative direct liability shall not exceed total Commission paid by the Partner in the prior twelve (12) months.
3. No exclusion for fraud, gross negligence, or willful misconduct.

11.4 Indemnification by Partner

Partner shall defend/indemnify/hold harmless Down Fare against claims arising from Partner breach, on-premise incidents, IP violations in Partner Content, regulatory non-compliance, or negligence/misconduct. Obligations survive termination.

11.5 Indemnification by Down Fare

Down Fare will indemnify the Partner for third-party claims arising solely from Down Fare IP infringement or its data-protection breaches (not applicable where Partner actions caused the claim).

11.6 Insurance Requirements

1. Partner shall maintain adequate insurance (CGL, Public Liability, Employer’s Liability where applicable, Property/Business Interruption) with customary limits.
2. Provide proof within seven (7) business days upon request.
3. Failure to maintain insurance is a material breach.

11.7 Risk Management and Preventive Measures

• Routine inspections and maintenance logs;
• Appropriate security systems;
• Fire safety and evacuation procedures;
• Staff training on safety/first aid/emergency response.

11.8 Limitation of Liability for Force Majeure

No liability for delays/failures caused by Force Majeure as defined in Section 14.

11.9 Claims Procedure

1. Claim notice must be given within thirty (30) days of awareness.
2. Parties cooperate in investigation/mitigation.
3. Late notice may limit entitlements.

11.10 Survival and Continuity

Liability, indemnification, and insurance provisions survive termination.

12. Confidentiality

12.1 Purpose and Scope

Defines handling of confidential business, financial, and operational information exchanged during collaboration.

12.2 Definition of Confidential Information

1. Confidential Information includes pricing, bookings/data, strategies, software, legal correspondence, and non-public operational details.
2. Excludes information that becomes public without breach, was known lawfully, is independently developed, or is legally required to be disclosed.

12.3 Obligations of the Receiving Party

1. Use only for performing obligations; limit access; safeguard with reasonable care; notify of unauthorized disclosure.
2. No copying/storing on unsecured systems without appropriate controls.

12.4 Disclosure Required by Law

1. Provide prior notice where lawful; disclose only what is legally required.

12.5 Duration of Obligation

1. Obligations last through the partnership and five (5) years after termination.
2. Trade secrets/PII remain protected until lawfully destroyed or anonymized.

12.6 Handling and Storage Standards

Implement administrative, technical, and physical safeguards; ensure vendors adhere to equivalent standards.

12.7 Return or Destruction of Information

Upon request/termination, return or destroy Confidential Information (with lawful retention exceptions) and certify destruction if requested.

12.8 Use of Aggregated or Anonymized Data

Down Fare may use aggregated/anonymized Partner performance data for analytics and service improvement.

12.9 Remedies for Breach

Injunctive and equitable relief available; each Party is liable for personnel/contractor breaches.

12.10 Survival and Integration with Data Privacy

Operates with Section 8; obligations survive as long as non-public or PII is retained.

13. Term, Termination, and Suspension

13.1 Duration of Agreement

Terms take effect on onboarding/first access and continue until terminated per this Section; renew on an ongoing basis.

13.2 Termination by Either Party (Ordinary Termination)

1. Either Party may terminate for convenience with fifteen (15) days’ written notice via Extranet/email.
2. During notice: honor confirmed reservations; no new reservations after effective date; settle outstanding obligations.
3. Termination does not relieve accrued responsibilities.

13.3 Immediate Termination or Suspension by Down Fare (For Cause)

Down Fare may suspend/terminate immediately for:

1. Financial Non-Compliance: failure to pay, repeated late/disputed payments.
2. Guest Experience Violations: repeated complaints, misrepresentation.
3. Legal or Regulatory Breach: license/safety violations, unlawful practices.
4. Reputational or Brand Harm: conduct risking brand integrity.
5. Data or Privacy Breach: unauthorized access/disclosure/misuse.
6. Force Majeure or Operational Closure: non-operational property beyond 30 consecutive days.

Partner will be notified with reasons and potential remedies.

13.4 Termination or Suspension by the Partner (For Cause)

Partner may terminate immediately if Down Fare materially breaches and fails to cure within thirty (30) days, or if continued participation would violate law/regulation.

13.5 Post-Termination Obligations

1. Honor confirmed bookings unless otherwise agreed.
2. Remove Down Fare marks/references within ten (10) business days.
3. Cease Extranet/technology use.
4. Settle all financial obligations.
5. Continue to comply with Sections 8, 11, and 12.

13.6 Temporary Suspension

1. Down Fare may temporarily suspend in lieu of termination for correctable issues (payments, investigations, verification, compliance reviews).
2. Notice will include reasons and steps to restore functionality.

13.7 Reinstatement and Good Standing

1. Suspended/terminated Partners may apply for reinstatement after demonstrating compliance; proof may be required; not guaranteed.

13.8 Survival of Obligations

Sections concerning payment/audit, taxes, privacy, liability, confidentiality, and governing law survive termination (see Section 16.8).

13.9 Effects of Termination

1. Listings/content removed within a commercially reasonable timeframe.
2. Pending payments remitted net of commissions/refunds/offsets.
3. Historical references may persist in archives/caches for a limited period.

13.10 Principle of Continuity and Professional Closure

Parties will minimize guest disruption, protect data integrity, and maintain reputational standards during transition.

14. Force Majeure

14.1 Definition of Force Majeure

Events beyond reasonable control preventing/delaying performance, including natural disasters, public health emergencies, conflict, government actions, major outages, cyberattacks, and strikes (excluding a Party’s own workforce). Economic hardship alone is not Force Majeure.

14.2 Notification and Documentation

Affected Party must notify promptly with details, impacted obligations, and mitigation steps; provide updates and confirmation of resumption.

14.3 Suspension of Obligations

Obligations are suspended to the extent performance is impossible/hindered; payment already due remains payable unless directly impacted.

14.4 Mitigation Responsibilities

Parties must exercise diligence to mitigate consequences and resume operations.

14.5 Duration and Termination Rights

Either Party may terminate without penalty if Force Majeure persists beyond sixty (60) consecutive days.

14.6 Guest Communication and Care

Guest welfare is a shared priority; communicate promptly and offer solutions. Costs borne by Partner when event affects Partner exclusively.

14.7 No Waiver of Other Rights

Force Majeure does not excuse unrelated obligations.

14.8 Recordkeeping and Verification

Maintain documentation evidencing cause/impact; Down Fare may request verification.

14.9 Resumption of Operations

Resume performance immediately after event ends and notify the other Party.

14.10 Principle of Fairness and Cooperation

Parties will act reasonably, transparently, and in guests’ best interests during Force Majeure.

15. Governing Law and Jurisdiction

15.1 Governing Law

These Terms are governed by the laws of the State of New York, USA, without regard to conflict-of-law principles.

15.2 Jurisdiction and Venue

1. Exclusive jurisdiction and venue lie with state and federal courts in New York County, New York.
2. Parties waive objections to venue and forum non conveniens.
3. Down Fare may initiate proceedings in Partner’s jurisdiction to enforce obligations or collect payments.

15.3 Arbitration Option (Alternative Dispute Resolution)

1. At Down Fare’s discretion, disputes may be submitted to binding AAA arbitration in New York City (English language; single arbitrator).
2. Award is final/binding; judgment may be entered in any competent court.
3. Each Party bears its own fees unless otherwise determined.

15.4 International Enforcement

Partners acknowledge international application and agree to recognition/enforcement of judgments or awards per applicable treaties.

15.5 Service of Process

1. Extranet contact information serves as authorized address for notices/service.
2. Registered mail/courier with proof of delivery is effective upon receipt.
3. Electronic service may be used where legally permitted.

15.6 Language of Interpretation

English controls for interpretation, dispute resolution, and enforcement. Translations are for convenience; the English version prevails.

15.7 Severability of Jurisdictional Provisions

Invalidity of any provision does not affect the remainder; interpret to achieve intended purpose where possible.

15.8 Principle of Legal Fairness

Chosen law and venue promote fairness, predictability, and commercial reasonableness for global partnerships.

16. General Provisions

16.1 Entire Agreement

1. These Terms, plus incorporated documents (Partner Agreement, Extranet policies, supplemental guidelines), constitute the entire agreement and supersede prior communications.
2. Parties are independent business entities, not agents/employees/joint ventures.

16.2 Amendments and Updates

1. Down Fare may amend/update Terms; modifications become effective upon publication unless stated otherwise.
2. Continued use/participation or acceptance of new reservations after the effective date constitutes acceptance.
3. If Partner disagrees, it may terminate under Section 13.2.

16.3 Assignment and Transfer

1. Partner may not assign/transfer/subcontract without prior written consent.
2. Down Fare may assign/transfer to an affiliate or successor in connection with corporate actions, without materially reducing Partner rights.

16.4 Relationship of the Parties

Independent contractors; no authority to bind the other Party unless expressly authorized.

16.5 Notices and Communications

1. Formal notices via registered mail/courier to Extranet addresses or via verified email.
2. Deemed received on confirmed delivery or successful transmission.
3. Operational notices via Extranet/newsletters carry legal effect.

16.6 Severability

If any provision is invalid/illegal/unenforceable, it will be modified to the minimum extent necessary; remainder continues in force.

16.7 No Waiver

Failure to enforce is not a waiver; waivers must be in writing and are not continuing unless stated.

16.8 Headings and Interpretation

Headings are for convenience only; singular includes plural; “including” means “including, without limitation”. Statutory references include amendments/re-enactments.

16.9 Counterparts and Electronic Acceptance

These Terms may be accepted electronically and have the same legal effect as a signed agreement. Electronically accepted records maintained by Down Fare are admissible evidence.

16.10 Survival of Key Obligations

The following provisions survive expiration/termination: Section 6 (Payment), Section 7 (Taxes), Section 8 (Privacy), Section 11 (Liability), Section 12 (Confidentiality), Section 15 (Governing Law), and this Section 16.

Contact: partners@downfare.com

© 2025 Down Fare, Inc. All rights reserved.