Operated Terms and Conditions
Wander Operated Home Agreement Additional Terms And Conditions
Table of Contents
- 1. PREMISES
- 2. TERM
- 3. SERVICES
- 4. COMPENSATION
- 5. TAXES AND INSURANCE
- 6. POSSESSION
- 7. UTILITIES
- 8. WANDER OBLIGATIONS UPON TERMINATION
- 9. CHANGE OF CONTROL
- 10. BREACH OF CONTRACT; NOTICE OF BREACH AND RIGHT TO CURE
- 11. DAMAGE TO PREMISES
- 12. OWNERSHIP OF PHOTOGRAPHS, VIDEOS AND GUEST INFORMATION
- 13. COMPLIANCE WITH LAW
- 14. GOVERNING LAW, JURISDICTION & VENUE
- 15. MEDIATION, ARBITRATION AND CLASS ACTION WAIVER
- 16. INDEMNIFICATION
- 17. NOTICES
- 18. ENTIRE AGREEMENT AND CONFIDENTIALITY
- 19. PLATFORM FEE FOR WANDER.COM BOOKINGS
Capitalized terms in these Terms and Conditions will have the same meaning as in the Agreement unless otherwise defined in these Terms and Conditions.
The Parties agree as follows:
Owner, is the owner of the real property and improvements as described the Agreement (the “Premises”). Owner represents and warrants that it holds all rights to the Premises, including the legal right to let the Premises as a short term rental (“STR”).
Owner further represents and warrants that the Premises are in compliance with all local building, fire and safety codes and ordinances and that Owner has obtained all necessary permits and licenses for the Premises to be used as a STR and that the Premises and Owner are in compliance with all local, state and federal rules, ordinances, statutes and regulations governing STRs. If Owner does not have the above permits and licenses then Wander will assist the Owner in obtaining those permits but, at all times, this Agreement is conditioned on the necessary permits and licenses for use as a STR being in place. Owner hereby assigns all rights to such STR permits and licenses to Wander, together with all legal rights of access, use and management of the Premises as necessary for Wander to provide the Services. Owner and Wander agree to work together to maintain (or if necessary to obtain) STR permits and licenses for the Premises. Wander shall have the right to act on behalf of the Owner to obtain or renew a STR or related license or permit for the Premises. Owner grants to the Wander the exclusive right to rent the Property during the Term.
Wander shall rent the Property through the Wander or other similar platform and all rentals will be according to Wander’s terms and conditions.
Owner agrees to comply with Wander’s requests for performance in a timely manner to ensure continued compliance of the Premises as a short-term or vacation rental that is wholly up to Wander and Wander standards. Bringing the Premises to and maintaining the Premises to Wander and Wander standards is a condition to the Agreement. Failure by Owner to agree to the cost and expense necessary to maintain the Premises to Wander standard is grounds for immediate termination of this Agreement by Wander.
By signing the Agreement, Owner represents and warrants that there are no regulatory, HOA, or other restrictions that would inhibit Wander’s ability to short term rent the Premises. Should short term renting at the Premises be limited by any regulation in place at the time of Commencement, Wander may terminate the Agreement and have no further obligations. In the event of such termination by Wander (or termination because of Owner’s refusal to maintain the Premises to Wander standards), then Owner shall be liable for all costs associated with onboarding the Premises and any incurred but not reimbursed Home Operating Expenses or other expenses and costs.
The fixed Term of the Agreement shall begin on signing (“Commencement”) and terminate upon the later to occur of one year from Commencement or one year from the date the Operating Plan Reimbursement, as defined herein, is repaid to Wander (“Term”). The Agreement shall automatically renew for successive one-year terms unless terminated sooner by either party on 90-days written notice or immediately by Wander for failure to maintain the requisite STR permit or to maintain the Premises to Wander standard. All other terms and conditions of this Agreement shall remain in full force and effect following a Termination Notice.
Owner retains Wander, as Owner’s exclusive agent, to operate the Premises. The Premises shall be maintained by Wander and used by Wander for the purposes of reserving and providing STR and other rental uses. Wander shall rent the Premises to guests and collect all fees and taxes paid by guests. Wander shall either pay the collected taxes on Owner’s behalf or separately pay over to Owner the collected taxes for payment by Owner depending on government requirements.
Wander shall be solely responsible for establishing rental rates for the property. Special pricing and discounts and charges for any separate guest fees will be at Wander’s discretion.
Wander will either directly provide or secure third-party services necessary to maintain the Premises (including, by way of example only, landscaping, cleaning, pool and hot tub services, plumbing, electric, garbage services, internet, HVAC, etc.). Owner authorizes the Wander to arrange for routine repairs, maintenance, and replacement of furnishings, fixtures, appliances, and other equipment as needed, to ensure the goodwill of guests and the rent-ability of the Premises without the need for Owner's approval so long as the cost per month is less than $2,000. Owner also authorizes Wander to replace items that are missing, damaged, or no longer serviceable up to a cost of $2,000 per item. All costs and expenses, including those associated with routine maintenance, repairs, and replacements together with all operating expenses shall be paid out of the revenue generated from Wander’s rental of the Premises before disbursing any funds to the Owner. Wander will coordinate with Owner for all other repairs and replacements that exceed the above limits which costs shall be approved and paid directly by Owner.
Wander will block up to 2 weeks per year for Marketing related activities, including filming, photos, celebrity endorsements.
Owner shall receive a monthly report regarding the Premises together with the income generated by Manager’s operation of the Premises net of the following amounts to be received by Manager as compensation and/or reimbursement: (i)Wander shall receive its Fee from its operation of the Premises as a short term rental which it may deduct on a monthly basis. For this purpose, gross rental income means rental income exclusive of taxes, Platform Fees (described below), and cleaning fees paid by the guest either in addition to or as part of “all in pricing” related to the nightly rental rate;; (ii) Manager shall also receive reimbursement from rental income on a monthly basis for replacement costs, if any, for furnishings and soft goods and any maintenance or other services related to the Premises (whether directly provided by Manager or provided by third parties) and all recurring monthly expenses such as cable, telephone, internet, electric, heating, propane and the like (“Home Operating Expenses”); and (iii) the balance, if any, of the Management Plan Reimbursement. For the avoidance of doubt the Management Plan Reimbursement shall be deducted from rental income only after the Management Fee and the Home Operating Expenses have been deducted. Amounts incurred by Manager in Operating the Premises or under the Management Plan shall accrue and be repaid out of rental income unless Owner breaches or otherwise terminates this agreement in which case Owner shall be liable for repayment of all accrued expenses and costs including but not limited to Home Operating Expenses and Management Plan Reimbursement amounts.
5. TAXES AND INSURANCE
Wander shall be responsible for the collection of all taxes related to the operation of the Premises as a short term rental. Depending on the requirements of the jurisdiction, Wander shall either pay those taxes directly to the applicable agency or pay the collected taxes to the Owner for payment. In no event shall Wander be liable for payment of taxes that are otherwise payable by Owner. Wander shall maintain short term rental-related liability insurance of $2,000,000 in the aggregate. Owner shall be responsible for the payment of any property taxes, mortgages and related obligations. Owner shall at all times carry adequate insurance for damage to the home, including fire and such FEMA flood insurance as may be required for the area. Owner shall assure that his property and/or liability insurance has a short term rental rider.
Wander shall be provided joint possession, occupancy and control of the Premises on Commencement. For the avoidance of doubt, nothing in this provision alters ownership rights of the property. Owner will notify Wander in advance for times when Owner requires access to the Premises which shall be arranged for times when the Premises are unoccupied. Wander will replace the locks on the Premises with its smart locks and related technology and hardware and will provide Owner with a key code upon installation and at all times. Owner agrees not to enter the Premises when they are occupied by guests.
All utilities or home operations-related services will be arranged by Wander but are the sole responsibility of the Owner and all utilities shall remain in the Owner’s name (upgraded to the extent required by the Operating Plan). For the Owner’s convenience only, Wander will arrange payment on Owner’s behalf for such utilities subject to reimbursement from rental income as described above. Owner will arrange for Wander’s access to and control over such accounts during the Term.
8. WANDER OBLIGATIONS UPON TERMINATION
Upon termination of this Agreement, Wander shall provide Owner with all keys and opening devices to Premises and return the Premises to Owner in good and operable condition, ordinary wear and tear excepted, and the Premises shall be free of all of Wander personal property, technology, trash and other items not belonging to Owner. Wander will cease taking bookings outside the 90-day notice period upon receipt of a notice of termination. Any bookings outside the 90-day notice period will be cancelled and refunded to the guests. In Wander’s discretion guests outside the 90-day period may be moved to other Wander locations not subject to this Agreement and Wander will have no obligation to Owner in connection with any cancelled or moved bookings.
9. CHANGE OF CONTROL
In the event that control or beneficial ownership of Wander.com, Inc., or Wander and/or its affiliates, subsidiaries or assigns, is changed through a sale, merger, sale of assets, reorganization or other event in which the majority of ownership is transferred to another party, the Agreement shall remain in effect and Wander’s rights and obligations shall continue under the new ownership. “Change of Control” means the (a) sale, merger, consolidation or similar transaction providing for the acquisition of the direct or indirect ownership of more than fifty percent (50%) of the shares or similar equity interests; or (b) the sale of all or substantially all assets. A Change of Control shall be deemed a permitted transfer and not an assignment. Wander and/or Wander may assign or transfer the Agreement to another entity, including an entity managed or controlled by Wander.com, Inc., that provides comparable services to those required under this Agreement. Owner’s consent shall not be required for any permitted transfer or assignment of this Agreement by Wander or Wander. Owner agrees not to assign or transfer its obligations under this Agreement absent Wander’s written consent.
10. BREACH OF CONTRACT; NOTICE OF BREACH AND RIGHT TO CURE
In the event of a material breach, the non-breaching Party shall give notice (“Notice to Cure”) and an opportunity to cure the breach for a period fifteen (15) business days from the date that the notice is received (“Cure Period”). The Party alleged to be in breach shall have the right to cure within the Cure Period. The Cure Period may be extended by mutual agreement of the Parties. Failure of the non-breaching Party to provide notice of the breach does not waive any rights under the Agreement. No breach shall be deemed to continue if and so long as the Party alleged to be in breach shall proceed to cure the same in good faith or be delayed in or prevented from curing the same. Notwithstanding anything to the contrary contained in this Section, in the event that any breach shall be cured in any manner as provided herein, such breach shall be deemed never to have occurred and both Parties' rights hereunder shall continue unaffected by such breach. The waiver of any breach shall not be construed as a continuing waiver of the same or any subsequent breach.
11. DAMAGE TO PREMISES
If, by no fault of Wander, Premises are totally or partially damaged or destroyed by fire, earthquake, accident or other casualty that render Premises totally or partially uninhabitable, then Wander may either (a) terminate this Agreement by giving the Owner written notice or (b) agree to oversee the required repairs at Owner’s expense for a Construction Management Fee agreed to at that time.
12. OWNERSHIP OF PHOTOGRAPHS, VIDEOS AND GUEST INFORMATION
Wander will have professional photographs and video taken of and around the Premises and Wander will likely generate other content around the rental of the Premises including blogs, social media posts and emails, and other media in order to market it to short term rental guests. Photographs and videos, any other Premises related materials, including blogs, and other text-based content that contains any Wander branding, their associated copyright, trademark, and other intellectual property rights are the property of Wander and are protected by United States and International copyright laws. Wander and Wander grant Owner a limited license to use these Wander photographs of the Premises during the Term of this Agreement provided such use is not for marketing the Premises for STR or other rental or for the sale of the Premises. Upon Termination the Owner retains ownership of all photographs where the Wander branding is not present.
13. COMPLIANCE WITH LAW
Owner and Wander agree, during the term of the Agreement, to promptly comply with any present and future laws, ordinances, and orders of the law of the state in which the Premises is located.
14. GOVERNING LAW, JURISDICTION & VENUE
This Agreement will be construed in accordance with and governed by the substantive law of the state in which the Premises is located.
15. MEDIATION, ARBITRATION AND CLASS ACTION WAIVER
OWNER AND Wander WAIVE ANY RIGHT TO A JURY TRIAL AND/OR TO A TRIAL BEFORE ANY OTHER JUDICIAL OR QUASI-JUDICIAL OR ADMINISTRATIVE TRIBUNAL, INCLUDING ANY RIGHT TO BRING A REPRESENTATIVE ACTION. MEDIATION AND ARBITRATION AS PROVIDED FOR IN THIS PARAGRAPH ARE THE SOLE METHODS OF DISPUTE RESOLUTION AVAILABLE TO THE PARTIES AND ALL OTHER RIGHTS AND REMEDIES ARE WAIVED. Owner and Wander agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to Arbitration. Mediation in good faith is a condition precedent to Arbitration. Mediation (and Arbitration) fees, if any, shall be divided equally among the Parties involved. The following matters are excluded from mediation: (i) the filing or enforcement of a mechanic’s lien; (ii) any matter within the jurisdiction of a bankruptcy court, and (iii) the filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies. Owner and Wander agree that post-mediation, all disputes shall be resolved by Arbitration under the Federal Arbitration Act which shall govern and be binding on all Parties to this Agreement. Such an Arbitration shall be conducted before a three person panel under the auspices and rules of JAMS. Mediations shall be conducted before a single mediator under the auspices and rules of JAMS. The prevailing Party shall be entitled to attorney’s fees except to the extent otherwise provided in this paragraph.
Owner and Wander otherwise hereby release, indemnify and agree to hold each other, their trustees, directors, officers, employees and agents harmless from liability and damages for any and all claims arising from each other’s actions or actions of any third-party vendor at the Premises unless caused solely by the other Party’s negligence or willful misconduct.
Any notice required hereunder shall be sent to the address noted for Owner following Owner’s signature to the Agreement and if to Wander then at the following address. Both Owner and Wander consent to receive notices via email.
firstname.lastname@example.org with a copy to Wander Asset Management LLC,. c/o Wander.com, Inc. 98 San Jacinto Blvd, Suite 400, Austin Texas, 78701
18. ENTIRE AGREEMENT AND CONFIDENTIALITY
The Agreement and these expressly incorporated Additional Terms and Conditions (including any Wander policies and materials incorporated by reference herein), contain all the terms agreed to by the Parties relating to the Agreement’s subject matter. This Agreement replaces all previous discussions, understandings, and oral agreements. This Agreement and its terms are confidential and Owner may not disclose them to any person or entity except as provided for herein, to Owner’s professionals and to any government or regulatory body on notice to Wander.
19. PLATFORM FEE FOR WANDER.COM BOOKINGS
Guests who make reservations exclusively through Wander.com will be charged a 12% platform fee ("Platform Fee") to cover payment processing and platform development costs, similar to practices on platforms like Airbnb. For the avoidance of doubt, this guest paid fee does not apply to any bookings outside of Wander.com.
These Additional Terms and Conditions are effective as of December 22, 2023.