Property Listing Agreement

The Property Listing Agreement (the “Agreement”) sets forth the terms on which Midwell, LLC permits the property owner (“Property Owner”) identified in the applicable sales order referencing this Agreement and Midwell, LLC relating to Property Owner’s use of the Midwell, LLC Platform to list midterm (30+ days) rental properties (“Properties”) and conducting other activities incident to the listing and rental of such Properties. Any term not defined in this Agreement shall have the meaning set forth in the Midwell, LLC Terms of Use.

This Agreement will govern the relationship between Property Owner and Midwell, LLC relating to Property Owner’s posting of Properties on the Midwell, LLC Platform. This Agreement will also be subject to the Midwell, LLC Terms of Use (including the arbitration and jury waiver provisions thereof), which is incorporated herein by reference.

1. Services

   Upon completion of all identify verification and security procedures, and upon payment of all fees, and subject to this Agreement, Midwell, LLC grants Property owner a revocable, limited, non-transferable license to access the Midwell, LLC Platform solely for the purpose of listing a midterm (30+ day) rental Property.

2. Background Checks

   Property Owner grants Midwell, LLC, explicit permission to conduct any investigation deemed necessary by Midwell, LLC to verify the accuracy of information provided by the Property Owner, either about the Property itself or personal information about the Property Owner. This may include, but is not limited to, third-party background checks, skip tracing, third-party identification verification services, and physical inspections of the Property. Property Owner must promptly provide Midwell, LLC with any information that it may reasonably request for this purpose. Based on the information obtained by Midwell, LLC, it may decide, in its sole and absolute discretion, to either provide services or decline to provide services to the Property Owner.

3. Midwell, LLC is not a Party to any Transaction
   

   Midwell, LLC is not a party to any agreement between users of the Midwell, LLC Platform. Midwell, LLC does not own, manage, or represent any Property listed on the Midwell, LLC Platform or any Property owner. Midwell makes no representations or warranties, express or implied, about any Property and expressly disclaims the same. Midwell, LLC makes no representation or warranties, express or implied, about any Property Owner or Renter and expressly disclaims the same. By leasing a Property on the Midwell, LLC Platform, you assume the entire risk of any transaction you consummate on the Midwell, LLC Platform. It is your responsibility to ensure the Property Owner, Property, and/or Renter you are transacting with is suitable and acceptable to you. Midwell, LLC may from time to time attempt to help mediate disputes between Property Owners and Renters, but it expressly disclaims any obligation to do so or to resolve or arbitrate any such disputes.

   As a Property Owner you are solely responsible for and liable for your own acts, omissions, and representations as well of any Renter that you enter into any agreement with.

4. Property Owner Standards

   Property Owner acknowledges and agrees that Property Owner will maintain the highest standards of ethics, professionalism, and integrity at all times. Property Owner understands that Renters may leave reviews of Property Owner’s Properties and that Midwell, LLC may use those reviews as a basis for a decision about whether to continue providing services to Property Owner.

5. Notifications

   Property Owner consents to receiving communications from Midwell, LLC via text, email, and phone. Property Owner can opt-out of receiving such communications by contacting Midwell, LLC anytime.

6. Compliance with Applicable Law

   Property Owner takes full responsibility for complying with all local, state, and federal laws and regulations applicable to the listing and rental of the Property. Midwell, LLC has made no investigation regarding whether any laws or regulations prohibit or restrict the use of the Property for mid-term rentals. Such investigation is solely the responsibility of Property Owner. Property Owner shall be solely responsible for any fines, fees, court costs, or other expenses that result from Property Owner’s violations of law or regulation.

7. Property Listings

   Property Owner promises and agrees to post solely correct and accurate information on the Midwell, LLC Platform and to update information promptly as necessary. Midwell, LLC shall have no responsibility to verify the accuracy of the content of a Property listing. However, should Midwell, LLC, determine that any information on a listing is inaccurate, it may take any action it deems necessary, including terminating Property Owner’s access to the Midwell, LLC Platform.

8. License Granted by Property Owner to Midwell, LLC

   Property Owner hereby grants to Midwell, LLC explicit authorization and license to display, distribute, reproduce, transmit, modify, edit and otherwise exploit any and all information provided by Property Owner on the Midwell, LLC Platform. Property Owner agrees that Midwell, LLC may sublicense these rights to any third-party for the purpose of promoting the Property and the Midwell, LLC Platform.

9. Renter’s Information

   Property Owner may not use any Renter’s personal information for any purpose other than facilitating the rental and transactions incident thereto. Property Owner shall remove and/or destroy any personal information upon the completion of the rental period at the Renter’s request.

10. Insurance

    Midwell, LLC does not provide any type of insurance for Property Owners. Property Owners are solely responsible for obtaining and maintaining adequate liability insurance coverage during the time any Renter is staying at the Property and will provide proof of coverage at the request of Midwell, LLC.

11. Fees

    Property Owner shall pay to Midwell, LLC the fees and expenses agreed to in the applicable Listing Agreement between Property Owner and Midwell, LLC.

12. Refunds

    All fees paid are nonrefundable.

13. Taxes

    Property Owner is responsible for payment of all taxes.

14. Indemnification

    Property Owner shall indemnify, defend, and hold harmless Midwell, LLC and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of, resulting from or relating to: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Property Owner’s acts or omissions; (b) any claims by any Traveler or Midwell, LLC Platform user related to Property Owner or the Property; (c)Property Owner’s breach of any representation, warranty, or obligation under this Agreement; (d) Property Owner’s negligence, willful misconduct or violation of applicable law; and (e) any other matters arising out of or related to Property Owner’s use of the Midwell, LLC Platform.

15. Property Owner Representations and Warranties

    Property Owner represents and warrants as follows: Property Owner has the right to enter into this Agreement and perform the obligations thereunder & Property Owner at all times will comply with all applicable laws and the terms of the Agreement.

16. Midwell, LLC Disclaimers

    THE MIDWELL, LLC PLATFORM, AS WELL AS ALL DATA, CONTENT, SERVICES, ETC., ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MIDWELL, LLC MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, QUALITY, OR ACCURACY OF THE MIDWELL, LLC PLATFORM. MIDWELL, LLC MAKES NO REPRESENTATION OR WARRANTY THAT THE MIDWELL, LLC PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED. 

    MIDWELL LLC HEREBY DISCLAIMS ALL WARRANTIES OF EVERY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

    PROPERTY OWNER UNDERSTANDS THAT TRANSMISSIONS ON THE MIDWELL, LLC PLATFORM ARE NOT CONFIDENTIAL AND COMMUNICATIONS OR USE CONTENT MAY BE READ OR INTERCEPTED BY OTHERS.

    PROPERTY OWNER ACKNOWLEDGES AND AGREES THAT IT WILL NOT HOLD OR SEEK TO HOLD MIDWELL, LLC RESPONSIBLE FOR THE CONTENT PROVIDED BY ANY USER.

17. Term

    This Agreement will continue in effect as agreed by Midwell, LLC and the Renter.

18. Termination

    Midwell, LLC may terminate this Agreement as well as Property Owner’s access to the Midwell, LLC Platform at any time and for any reason or no reason.

19. Survival

    All provisions of this Agreement shall survive the termination hereof.

20. Assignment

    Property Owner may not assign this Agreement. Midwell, LLC may assign its rights and obligations under the Agreement at any time. This Agreement is binding and enforceable against both parties and their successors and assigns.

21. Governing Law 

    This Agreement is governed by the laws of the State of Texas. The sole and exclusive venue for any and all disputes arising from this Agreement shall be in Travis County, Texas.

22. No Waiver

    No delay or refusal to enforce any provisions of this Agreement shall be deemed to be a waiver of such provision or any other provision of this Agreement.

23. Severability

    If any provision of this Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Terms of Use will continue in full force and effect.