Introduction
Guesty, Inc., a Delaware corporation, together with its subsidiaries (“Guesty” or the “Company”), operates the Guesty property and vacation rental management platform (the “Guesty Platform”).
These Guesty Reseller Program General Terms and Conditions (the “Terms and Conditions”) set forth the terms governing participation by approved resellers (“Reseller” or “you”) in Guesty’s Reseller Program (the “Program”).
The Reseller Engagement Letter, which the Reseller may be required to execute as part of its participation, is hereby incorporated by reference into these Terms and Conditions. Together, these Terms and Conditions and the Reseller Engagement Letter (including all annexes and schedules thereto) form the complete terms governing the relationship between Guesty and the Reseller.
Participation in the Program, marketing or distribution of the Guesty Platform, or receipt of any related benefits constitutes the Reseller’s full and binding acceptance of these Terms and Conditions, as may be amended from time to time.
Eligibility and Participation
Participation in the Program is open only to entities or individuals duly organized and in good standing under applicable law that have the experience, capacity, and resources necessary to perform their obligations under these Terms and Conditions. The Reseller must comply with all applicable laws, including those relating to data protection, export controls, and anti-bribery practices.
Guesty may verify eligibility and compliance at any time. Guesty reserves the right to suspend or terminate a Reseller’s participation immediately if it determines that the Reseller has violated these Terms and Conditions or engaged in conduct harmful to Guesty, its customers, or its reputation.
Customer Terms and Onboarding
Prior to any customer subscribing to the Guesty Platform, the Reseller shall ensure that the customer has reviewed and accepted Guesty’s current Customer Terms and Conditions, as published by Guesty and updated from time to time.
The Reseller shall not modify, execute, or bind Guesty to any customer agreement or make any commitments beyond those authorized by Guesty. Any such unauthorized act shall be null and void and may result in immediate termination from the Program.
Guesty shall remain the sole contracting party with customers for all sales of the Guesty Platform, and all customer payments shall be made directly to Guesty, unless otherwise approved in writing.
Scope of Activities and Restrictions
The Reseller may market, promote, and refer potential customers to the Guesty Platform only within the territory, market segment, or vertical defined by Guesty at its discretion (the “Territory”).
The Reseller shall conduct its activities honestly, ethically, and in compliance with applicable law. The Reseller shall not engage in deceptive, misleading, or anti-competitive practices, nor make any false statements regarding Guesty or its products.
Without Guesty’s prior written consent, the Reseller shall not: (a) Appoint sub-resellers or third parties to market the Guesty Platform; (b) Offer competing software or services similar to the Guesty Platform; (c) Modify, translate, or create derivative works of any Guesty materials; or (d) Use Guesty’s trademarks or brand assets in a way that misleads or implies partnership or endorsement.
Reseller Training and Certification
The Reseller shall participate in Guesty’s professional training program, which must be successfully completed to Guesty’s satisfaction. Guesty may, at its sole discretion, conduct additional training sessions, courses, or seminars from time to time, and may require Reseller participation as deemed necessary.
Only upon successful completion of the certification process and formal designation by Guesty’s Sales Director as a “Certified Reseller” shall the Reseller be eligible to market and resell the Guesty Platform and related Services. Guesty retains sole discretion to determine and maintain certification status for the Reseller and any Reseller Personnel.
Marketing and Promotional Materials
Guesty may provide marketing materials, documentation, and promotional content related to the Guesty Platform (“Marketing Materials”). The Reseller may reproduce and use such Marketing Materials solely for purposes of Program participation, provided that all copyright and proprietary notices are retained, and the materials are not altered or misrepresented.
All Marketing Materials and related intellectual property remain the exclusive property of Guesty and must be returned or destroyed immediately upon Guesty’s request or termination of participation.
Intellectual Property Rights
All intellectual property rights in and to the Guesty Platform, the Services, related documentation, and any associated technology (“Guesty IP”) are and shall remain the exclusive property of Guesty and its licensors. The Reseller acknowledges that it does not acquire any ownership or title in Guesty IP through participation in the Program.
Guesty grants the Reseller a limited, revocable, non-exclusive, non-transferable license to use Guesty’s trademarks, trade names, and logos solely in accordance with Guesty’s brand guidelines and only for authorized promotional purposes. This license automatically terminates upon termination of participation in the Program.
The Reseller shall promptly notify Guesty of any known or suspected infringement, misuse, or unauthorized disclosure of Guesty IP.
Confidentiality and Data Protection
Confidential Information. During and after participation in the Program, the Reseller shall maintain in strict confidence all non-public, proprietary, or confidential information disclosed by Guesty, whether in oral, written, electronic, visual, or any other form, including but not limited to business plans, product information, technical data, pricing, financial information, marketing materials, intellectual property, customer and supplier data, and any other information that by its nature or circumstances of disclosure should reasonably be regarded as confidential (“Confidential Information”).
Use and Disclosure Restrictions. The Reseller shall use Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms and Conditions, and shall not, without Guesty’s prior written consent, disclose, transmit, or otherwise make such information available to any third party, except to its employees, contractors, or professional advisers who have a legitimate need to know such information and are bound by written confidentiality obligations no less protective than those set out herein.
Exclusions. Confidential Information does not include information that (a) becomes publicly available through no fault of the Reseller; (b) was lawfully in the Reseller’s possession prior to disclosure by Guesty; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Reseller without use of or reference to Guesty’s Confidential Information.
Compelled Disclosure. If the Reseller is required by law, regulation, or court order to disclose any Confidential Information, it shall provide Guesty with prompt written notice (to the extent legally permissible) to allow Guesty to seek a protective order or other appropriate remedy. The Reseller shall disclose only the minimum amount of information legally required.
Return or Destruction. Upon termination or expiration of participation in the Program, or upon Guesty’s written request, the Reseller shall promptly return or securely destroy all Confidential Information (including all copies and derivative materials) and certify such destruction in writing if requested by Guesty.
Data Protection. The Reseller shall comply with all applicable data protection and privacy laws, including but not limited to the GDPR and other relevant legislation, and shall implement appropriate technical and organizational measures to protect any personal data processed under these Terms and Conditions against unauthorized or unlawful processing, accidental loss, destruction, or damage.
Duration. The obligations set out in this Section shall survive termination or expiration of the Reseller’s participation in the Program for a period of five (5) years, or in the case of trade secrets or personal data, for so long as such information remains confidential or protected under applicable law.
Fees, Payments, and Taxes
Guesty may, at its discretion, offer commissions, referral fees, or other incentives for successful customer referrals or sales, as communicated to the Reseller in writing. Guesty reserves the right to modify or discontinue such compensation structures at any time.
All payments under the Program are exclusive of taxes, duties, or levies. The Reseller shall be solely responsible for the payment of all applicable taxes, and Guesty may withhold amounts required by law.
The Reseller shall maintain accurate records of all referrals, transactions, and customer interactions and shall make such records available to Guesty upon reasonable request.
Non-Exclusivity
Participation in the Program is strictly non-exclusive. Guesty reserves the unrestricted right to appoint additional resellers, agents, or distributors, and to market, sell, and distribute the Guesty Platform directly to customers in any region or market segment without liability to the Reseller.
Non-Competition and Non-Solicitation
During participation in the Program, and for twelve (12) months thereafter, the Reseller shall not directly or indirectly develop, promote, or sell any product or service that competes with the Guesty Platform.
For the same period, the Reseller shall not solicit or induce any Guesty employee, consultant, or contractor to terminate their relationship with Guesty, nor solicit any Guesty customer to discontinue or reduce its engagement with Guesty.
Any violation of this clause shall be deemed a material breach of these Terms and Conditions.
Relationship of the Parties
The relationship between Guesty and the Reseller is that of independent contractors. Nothing in these Terms and Conditions shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship.
The Reseller has no authority to make representations, commitments, or warranties on behalf of Guesty, and shall not hold itself out as having such authority. The Reseller is solely responsible for all business expenses, personnel costs, and taxes arising from its participation in the Program.
Term and Termination
These Terms and Conditions take effect upon the Reseller’s participation in the Program and shall remain in effect until terminated.
Guesty may suspend or terminate a Reseller’s participation at any time, with or without cause, upon thirty (30) days’ written notice. Guesty may also terminate immediately upon notice if the Reseller breaches these Terms, misuses Guesty IP, violates applicable law, or acts in a manner detrimental to Guesty’s interests.
Upon termination, the Reseller shall immediately cease all marketing activities, discontinue use of Guesty IP, and return or destroy all Confidential Information and Marketing Materials. Guesty shall have no obligation to pay any further commissions or compensation following termination, except for approved and verifiable referrals made prior to the termination date.
Warranty Disclaimer
The Guesty Platform, Services, and all Program benefits are provided on an “as is” and “as available” basis. Guesty makes no representations or warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Guesty does not warrant that the Guesty Platform or Services will be uninterrupted, error-free, or meet the Reseller’s expectations.
Limitation of Liability
To the maximum extent permitted by law, Guesty shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, goodwill, or business opportunities, arising out of or in connection with these Terms and Conditions.
In no event shall Guesty’s total cumulative liability to the Reseller exceed the total amount of commissions or other payments actually paid to the Reseller under the Program in the twelve (12) months preceding the claim.
These limitations shall apply regardless of the form of action, whether in contract, tort, or otherwise, and shall survive termination.
Governing Law and Dispute Resolution
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
Any disputes arising out of or relating to these Terms shall be resolved exclusively by binding arbitration before the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall take place in New York, New York, and shall be conducted in English. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Miscellaneous
Guesty may amend these Terms at any time by posting an updated version on its website or notifying the Reseller directly. Continued participation constitutes acceptance of any amendments.
The Reseller may not assign or transfer these Terms without Guesty’s prior written consent; Guesty may assign these Terms freely to any affiliate or successor entity.
All notices under these Terms must be in writing and sent by email or courier to the parties’ last known business addresses.
Acceptance through digital acknowledgment or continued participation constitutes valid and binding agreement to these Terms and Conditions.