Financial Terms & Listing Agreement

Last updated on January 20, 2023

TeamOut Financial Terms

These TeamOut Financial Terms (“Financial Terms”) are part of the Listing Agreement for Venue Managers (the “Listing Agreement”) and are by and between TeamOut Inc. (“TeamOut,” “Company,” “we,” “us,” or “our”) and the venue manager or venue-management company wishing to advertise group retreat or other team building venues on the Site (each such manager or company, a “Venue Manager,” or “you”). These Financial Terms expressly incorporate our Financial Terms and Listing Agreement. We reserve the right, in our sole discretion, to make changes or modifications to these Financial Terms & Listing Agreement at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of these Financial Terms & Listing Agreement and providing notice through the platform. Capitalized terms used herein but not otherwise defined have the meaning set forth in the TeamOut Financial Terms & Listing Agreement.
As part of your agreement to the TeamOut Financial Terms & Listing Agreement and as a requirement for using the Site and receiving the Services, you hereby agree to these Financial Terms and the conditions set forth in either Option 1 or Option 2, whichever you select below.

1. Commission
For each booking made through the Site, Venue Managers shall pay TeamOut a Commission (the “Commission”), calculated as follows:
The Commission is 10% applicable to everything that is booked with the Venue:
The number of nights stayed at the Listing by the guest(s);
The price of the Listing per night and numbers of rooms booked by guest pre-tax;
You agree that, when a guest cancels their booking TeamOut shall be entitled to receive a Commission based on the portion of the guest(s) payment that you received pursuant to your cancellation policy.
As part of your agreement to the Listing Agreement and as a requirement for using the Site and receiving the Services, you hereby agree to these Financial Terms and the conditions set forth in either Option 1 or Option 2, whichever you select below.

Option 1: 10% Commission paid out to TeamOut upon guests paying deposit for booking upfront

By agreeing to this Option 1, When a guest books your venue on the TeamOut platform we will factor in our Commission into the price displayed on the Listing. and when a guest books your Listing, they will be charged the Commission immediately, along with any other upfront deposits or fees that you require as part of the booking process for your Listing. In the event that a guest incurs additional expenses during their stay but after paying the upfront booking fees (for example, by upgrading their accommodations at your Listing after check-in), you agree to pay TeamOut any additional Commission no later than thirty (30) days after the guest(s) complete their scheduled booking. By opting into this option your Listing will rank higher on our platform as this helps TeamOut and you both realize revenue upfront upon a guest booking your venue on the TeamOut platform. If you select this Option 1, TeamOut will charge guests a deposit of 20%-35% of the price included on the Listing and TeamOut will collect its Commission from this deposit, with the remaining 10-25% going to you. The remaining balance due for the Listing will then be collected prior to the date of guests’ booked dates. The exact payment schedule will vary depending on your accounting team/billing cycle.By agreeing to this Option 1, you may receive a preferred venue badge on your Listing(s). Listings that have a preferred venue badge are ranked higher on the Site and will be more easily seen by guests.

Option 2: Post event 10% Commission

By agreeing to this Option 2, we will factor our Commission into the price displayed on the Listing but will not collect such Commission until after the guest completes their stay at your Listing. Upon a guest booking your listing, the payment will go through the platform to TeamOut. The total for the booking will be sent directly to you minus the commission. While you are responsible for collecting full payment for the booking from the guest, you agree to pay this Commission to TeamOut no later than thirty (30) days after the guest(s) scheduled departure at the Listing.

2. TeamOut Cancellation Policy.

Option 1: 10% Commission paid out to TeamOut following your payment schedule:
If a guest cancels their booking within the time period permitted by your refund policy, the Venue Manager will refund TeamOut the pre-paid charges, and TeamOut will refund it to the guest. TeamOut is the one processing and making payments from the guest to the Venue.
If a guest cancels their booking outside the time period permitted by your refund policy, the Venue Manager will be entitled to follow their cancellation policy.

Option 2: Post event 10% Commission:
If a guest cancels their booking within the time period permitted by your refund policy, the Venue Manager will refund TeamOut the pre-paid charges, and TeamOut will refund the guest the same amount.
If a guest cancels their booking outside the time period permitted by your refund policy, the Venue Manager will be entitled to follow their cancellation policy.

3. Payment Process.
a. Procedures.
Guest payments will be made through TeamOut. TeamOut will abide by your payment schedules for guests to follow.
In option 1, The first 5% Commission payment will be due no more than 14 days from initial receipt of Commission invoice from TeamOut. The remaining 5% of the Commission will be invoiced after the completion of the guests retreat on site and will be due no more than 30 days after the last day of the retreat. In the event that a guest incurs additional expenses during their stay, you agree to pay TeamOut any additional Commission no later than thirty (30) days after the guest(s) complete their scheduled booking.
In option 2 all Commissions shall be paid by the Venue Manager within 30 days after the guests scheduled departure directly to TeamOut by wire transfer to the bank account identified by TeamOut, or by credit card. Other means to payment will be not accepted unless otherwise indicated by TeamOut in writing. The Venue Manager shall bear all bank charges and processing fees for the transfer of the Commission if applicable in payment method.
Late Payments. If you fail to make complete and timely payment to TeamOut of any Commissions or other fees owed to TeamOut, TeamOut may claim a 2% interest, suspend its Service (e.g. by suspending your Listing(s) from the Site) and/or require a deposit, a bank guarantee or some other form of financial security from you in order to continue using the Services and maintaining the Listing(s) on the Site.
Disputed Payments. If you have a dispute with TeamOut about any Commission owed, you agree to pay any undisputed portion of the Commission in accordance with these Financial Terms, notwithstanding the status or nature of the dispute.

4.   Guest Complaints on Venue Site.
Complaints or claims made while on site of the venue or specific requests made by a guest shall not be considered when calculating the Commission and will be managed by the Venue Manager without requiring the involvement of TeamOut. TeamOut is not responsible for and has no liability in respect of such complaints or claims. Any additional charges incurred by a guest that are the result of damages done to property will not be factored into the Commission and in no event will TeamOut be responsible for the collection, processing, or payment of any such charges.

      5. Overbooking and Cancellations.
You will provide the guest with the rooms booked through the Site. If you are unable to meet this obligation for any reason, you will promptly inform TeamOut. Unless TeamOut has arranged for alternative accommodation, you will use your best efforts to provide an alternative room(s) of equal or superior quality at your own expense. If no such alternative accommodation is available upon the guest(s)’s arrival, you will:
Provide free private transportation to the alternative booking for the guest(s) and other members of their party who are listed on the booking; and
Reimburse and compensate TeamOut and/or the guest(s) for all reasonable costs and expenses incurred by the guest(s) and/or TeamOut as a result of the overbooking. Any sum due to TeamOut under this clause will be paid in accordance with these Financial Terms.
If you need to cancel a booking made through TeamOut, you will first notify TeamOut.
Where fraudulent activity is suspected (for example, credit card fraud in securing a Listing), TeamOut may cancel the booking.

       TeamOut Listing Agreement
This Listing Agreement (“Agreement”) is entered into by and between TeamOut Inc (“TeamOut,” “Company,” “we,” “us,” or “our”) and the venue manager or venue-management company wishing to advertise group retreat or other team building venues on the Site (each such manager or company, a “Venue Manager,” or “you”). This Agreement expressly references and incorporates our TeamOut Financial Terms. We reserve the right, in our sole discretion, to make changes or modifications to this Agreement and the [TeamOut Financial Terms & Listing Agreement] at any time and for any reason. We will notify you about any changes by updating the “Last Updated” date of this Agreement.
TeamOut operates, maintains, and provides a platform and associated services to Venue Managers for the listing, advertisement, and booking of group retreat or other team building venues through an online platform (the “Site”);
Venue Manager owns or manages, or is otherwise authorized to represent group retreat or other team building venues, and desires to advertise those venues and offer them for rent to guests via listings on the Site, subject to the following terms and conditions.
Therefore, the parties agree as follows:

1. TeamOut Offerings.
a. Services. In exchange for all applicable fees and Commissions, and subject to Venue Manager’s compliance with this Agreement and all incorporated terms and conditions, TeamOut will: (a) provide Venue Manager with access to the Site—either directly or by an integrated communications pathway—through which Venue Manager can post, advertise, offer-for-rent, manage, book, and accept payments associated with the booking of properties under Venue Manager’s management (each unique property, a “Listing”); (b) enable publication and distribution of the Listings via the Site; and (c) make available to Venue Manager associated tools and resources designed to reflect performance-metrics and market-data and to enhance opportunities for exposure of the Listings (each of the above, a “Service,” and generally, the “Services”). TeamOut’s fees for the Services are set forth in the TeamOut Financial Terms. Before accessing the Site and receiving the Services, Venue Manager must agree to one of the compensation models as set forth in the TeamOut Financial Terms.
b. Access to the Site and Services. As a condition to access to the Site and Services, Venue Manager will provide TeamOut detailed property information for each Listing. Venue Manager may provide such information in writing to an authorized TeamOut representative, or may upload or transmit the requisite information to the Site in accordance with applicable processes, or as otherwise instructed by TeamOut from time to time. Each Listing must include complete and accurate information about your venue, and any rules or requirements that apply to your guests or Listing. Venue Manager is responsible for keeping the Listing information and content (such as photos and text descriptions) up-to-date and accurate to the best of your ability at all times.

2. Venue Manager Responsibilities.
a. Legal Obligations. Venue Manager is responsible for handling and using personal data of guests and others in compliance with applicable privacy laws, this Agreement, and any other terms and conditions incorporated herein.
b. Acts and Omissions. Venue Manager is responsible and liable for its own acts and omissions and is also responsible for the acts and omissions of anyone it allows to participate in providing or maintaining the Listing. Venue Manager is responsible for setting estimated pricing of its venue.
c. Assumption of Risk. Venue Manager acknowledges that maintaining and hosting a Listing carries inherent risks and Venue Manager agrees to assume the entire risk arising out of its access to and use of the Site or any interaction with guests or other users whether in person or online. Venue Manager agrees that it had the opportunity to investigate the Site and any laws, rules, regulations, or obligations that may be applicable to a Listing and that it is not relying upon any statements made by TeamOut.

3. Software.
For purposes of this Agreement, TeamOut is solely responsible for maintenance of the Site and platform, including the TeamOut API and associated documentation; and Venue Manager is solely responsible for maintenance of Venue Manager’s own listing details on the platform.

4. Intellectual Property.
As between the parties hereto, TeamOut exclusively owns and will retain all rights in and to its intellectual property, including its trademarks, the Site and associated data, all source code, software, website designs, audio, video, text and graphics on the Site, and the TeamOut API; and TeamOut will be the sole and exclusive owner of any and all new intellectual property that may result from any related development work. Nothing in this Agreement is intended to convey any such rights to Venue Manager, except for those limited rights and licenses necessary to carry out the express purpose and intent of this Agreement, and unless otherwise revoked by TeamOut, all such rights will automatically terminate upon termination of this Agreement or upon removal or expiration of Venue Managers last remaining Listing or group of Listings from the Site, whichever occurs first. The Site permits users, including Venue Manager, to provide feedback, text, photos, audio, video, images, information and other content (“Content”). By providing Content, in whatever form and through whatever means, Venue Manager grants TeamOut a non-exclusive, worldwide, royalty-free, sub-licensable and transferable license, for the term of the Agreement, to access, use, story, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Content to provide and/or promote the Site and the Services. Venue Manager represents and warrants that it has obtained all necessary rights, licenses, and permissions to effectuate the above grant and to carry out all activities contemplated by this Agreement. Venue Manager understands and agrees that it is responsible if any of the Content it provides violates, infringes or misappropriates the intellectual property or privacy rights of any third party.

5. Listing Obligations & Guidelines.
a. Listing Content. TeamOut wishes to feature on the Site only rich, high-quality content that is free of duplication and that is optimized for purposes of search functionality and guest experience. Venue Manager is solely responsible for the content of each of its Listings, including ongoing reviews of and updates to such Listings as necessary to maintain compliance with this Agreement. Venue Manager strives to keep all content describing and comprising each Listing current and accurate by checking and updating the listing when changes are made at the venue, and that each Listing is unique and has not been and will not be duplicated within the Site. Venue Manager understands and acknowledges that TeamOut has the right, but not the obligation, to reformat or otherwise modify Listing content to improve the viewing experience or to optimize functionality or performance for guests using the site. Should TeamOut make any such modification, it will do so using and relying on information provided or confirmed by Venue Manager with respect to the affected Listing, and Venue Manager will remain solely responsible for such content. Venue Manager will promptly notify TeamOut if any Listing content is inaccurate or potentially misleading, or would otherwise violate any provision of this Agreement or the Terms of Use, or would violate any applicable laws, rules, and regulations. Venue Manager will not publicly list any of its Listings at a price lower than what is displayed on the Site. Venue Manager understands that guests cannot book directly on the TeamOut Site so prices displayed will be inputted to the most accurate estimate of pricing for each month when completing the room layout & pricing section on the Listing. TeamOut will always request a proposal for guests requested dates for accurate pricing for those specific dates.
b. Listing Appearance in Search Results; Sort Order. TeamOut cannot guarantee that any Listing will appear in any specific order in search results on the Site. The appearance of Listings in guest search results is dynamic and will vary in response to a number of factors, such as but not limited to the particular combination of search parameters entered using the Site. Those parameters may include things such as property location, type and nature of accommodations, desired property attributes and amenities, number of guests, and price. The order of appearance of Listings among any set of properties returned in response to a user’s initial search criteria (i.e., sort order) may then be further influenced by user-selected sort preferences (e.g., pricing, atmosphere) as well as other variables that include such things as ranking among similar properties, compensation model applicable to a particular Listing, and overall Venue Manager performance metrics. TeamOut reserves the right to apply various search algorithms or to use methods to optimize search results for particular experiences and the overall marketplace. To ensure the best search results for both Venue Managers and guests and improve the property matching process, TeamOut retains the right to run occasional testing that will be limited in duration but may alter how we display Listings. TeamOut expects that listings will only be removed if there is a breach of any of the terms of this Agreement or our Financial Terms.Venue Manager will not encourage or advise users to avoid or circumvent the Site by completing the booking process outside of the Site.

6. Booking Attribution; Commissions.
All bookings completed on or originating from the Site will be deemed attributable to TeamOut and subject to applicable Commissions. A booking will be regarded as having originated from the Site where a client using the Site sends an inquiry to Venue Manager about a Listing, or otherwise initiates the booking process for such Listing on the Site.
If a lead originating from the TeamOut platform tries to bypass booking through TeamOut and that lead reaches out directly to Venue then the Venue Manager will inform the client that they must book through TeamOut as we are given preferred rates through our partnership.

7. Representations, Warranties, and Covenants.
Venue Manager represents, warrants, and covenants as follows:
a. Venue Manager is an authorized agent and representative of the owners of the respective Listings, and holds all necessary rights and licenses to advertise the Listings on the Site and to use all data and information comprising or relating to the Listing content, including the Content provided to TeamOut or published on the Site. Venue Manager has all necessary rights and authorizations to offer, manage, and accept bookings for the Listings, and to enter into contracts with guests for the bookings and for the provision of all associated services and amenities described in each Listing;
b. The use, reproduction, transmission, and republishing of material and information related to the Listings and the activities contemplated by this Agreement—regardless of medium or mode of transmission of such information—will not violate any law, rule, or regulation, and will not infringe the intellectual-property, privacy, or other rights of any third party;
c. Venue Manager has obtained all necessary authorizations and consents as may be required or appropriate to receive the Services and perform its obligations under this Agreement, including all rights necessary for TeamOut to view, access, and use information provided to it;
      d. All Listings are compliant with the applicable laws, rules, and regulations at all times;
e. No Listings are or will be duplicated on the Site and that, on behalf of itself and the Listing owner, Venue Manager will not permit any double or conflicting bookings of the Listings and will be solely responsible for all costs and expenses associated with any such conflict;
f. Venue Manager will not take any action that could reasonably be deemed disparaging to the Company, Site or the Services; and
g. Venue Manager and TeamOut will indemnify, defend, and hold harmless the other side, its affiliate entities and their directors, officers and employees from and against any and all costs and expenses—including reasonable attorneys’ fees—arising or related to any loss, liability, judgment, claim, investigation, lawsuit or other proceeding, that either party or any of their agents or representatives may incur that relate to or arise out of: (i) any breach of this Agreement; (ii) any phishing, fraud, or other unauthorized booking or activity related to a Listing; (iii) the operation of Venue Managers business, the Services or otherwise; and (iv) any claim of intellectual-property infringement relating to any Content, any Listing, or any Venue Manager information transmitted to TeamOut.

9. Disclaimer & Limitation of Liability.

10. Term; Termination.
a. This Agreement will govern all Listings and will continue until terminated in accordance with this section.
b. In case of a breach of any material obligation under this Agreement, the non-breaching party shall notify the breaching party of the nature and details of the alleged breach, and, except where no
cure would be reasonably practicable, the breaching party will have thirty (30) days to cure such breach. TeamOut will have the right to suspend or remove Listings or terminate this Agreement as reasonably necessary to prevent further damage or exposure to liability as a result of Venue Managers breach. If a breach otherwise capable of being cured is not cured at the conclusion of the thirty (30) day period, the Agreement will then terminate immediately with respect to all associated Listings, or in its entirety.
c. Either party may terminate this Agreement at any time by giving the other party thirty (30) days notice in writing.
d. Following any termination of this Agreement, all associated Listings will be removed from the Site. However, Venue Manager will remain obligated for all outstanding Commissions and fees for bookings made prior to the termination date, and will make such payments to TeamOut within thirty (30) days of termination.

11. Cancellations.
If Venue Manager cannot fulfill a booking made through the Site, Venue Manager must cancel the booking and ensure that the user is refunded the cost of the booking and follows the Venue Managers cancellation policy. If the user re-books alternative accommodation through the Venue Manager, Venue Manager must ensure that the booking is completed via the Site. Venue Manager shall ensure that the cancellation of any booking made through the Site are made in accordance with the TeamOut Financial Terms.

12. General.
a. Independent Contractors. TeamOut and Venue Manager are independent contractors, and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, representative, or employment relationship between the parties.
b. Notices. Notices to the other party may be made by express mail, courier, or email delivered to the respective addresses provided by the parties for such purposes, and notice will be effective on the date receipt is confirmed.
c. Entire Agreement. This Agreement and the TeamOut Financial Terms, statements, and confirmations related to the Listings, comprise the entire agreement between the parties relating to this subject matter. In case of a conflict between any provision of this Agreement and the TeamOut Financial Terms or other policies or documents, the provisions set forth in the Agreement shall prevail. In the event that Venue Manager previously entered into a listing agreement or any similar agreement with TeamOut, this Agreement will automatically replace and supersede any and all such prior agreements in its or their entirety. No amendment or modification to this Agreement will become effective unless made in writing and signed by an authorized representative of each of the parties.
d. Severability; Waiver; Headings. If any element of this Agreement is found to be invalid or unenforceable by any court of competent jurisdiction, all other provisions will continue in full force and effect and will remain binding on the parties. No failure to assert a breach or to enforce any right or obligation under this Agreement shall be deemed a waiver of any associated provision
or of any such right or obligation of that party in the future. Headings in this Agreement are for reference only and will not limit the scope or extent of the respective provisions.
e. Governing Law & Venue. This Agreement is governed by and shall be construed in accordance with the laws of the state of California, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against any other party in any way arising from or relating to this Agreement and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the courts of the State of California and any appellate court from thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the United States District Court for the Southern District of California or the courts of the State of California. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law
f. Expenses. Unless otherwise expressly provided in the Agreement, all costs and expenses incurred in connection with the Agreement and in carrying out the transactions contemplated hereby will be the obligation of the party incurring such cost or expense.
g. Assignment. Neither party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party, whose consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall insure the benefit of the parties hereto and their respective successors and permitted assigns.
h. Third Parties. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person