Sojourn Listing Agreement — version v1-2026-05-21
This Listing Agreement ("Agreement") is entered into between Sojourn API, LLC, a Delaware limited liability company ("Sojourn"), and the property-manager entity identified in the accompanying onboarding submission ("PM"), and is effective on the date PM signs below ("Effective Date").
1. Services. Sojourn operates a private B2B vacation-rental distribution channel. During the term of this Agreement, Sojourn may include PM's inventory in its distribution channel and offer the inventory for booking to its corporate, group, and travel-agent partners. PM authorizes Sojourn to display PM's property information, rates, availability, photographs, and operational details to Sojourn partners.
2. Connection. PM agrees to provide live inventory, rates, and availability to Sojourn via the channel manager identified in PM's onboarding submission. PM is responsible for the accuracy and currency of all inventory data and for honoring confirmed bookings.
3. Commission and Payment. PM has elected either a commission-based or net-rate structure as recorded in the onboarding submission, at the rate and on the payment terms also recorded there. Sojourn will remit payment to the account specified in the onboarding submission according to those terms. PM is responsible for all taxes, fees, and charges applicable to its side of any booking.
4. Cancellations and Refunds. The cancellation policy provided by PM in the onboarding submission shall govern guest cancellations. For PM-initiated cancellations and force-majeure events, PM is responsible for either (a) issuing a 100% refund to the guest, or (b) providing a comparable replacement unit, in each case bearing all relocation, compensation, service, and payment-processing costs.
5. Representations and Warranties. PM represents that it has full legal authority to list the properties offered through Sojourn, that all information provided in the onboarding submission and at sign-up is accurate, and that its execution of this Agreement is duly authorized. The individual signing on behalf of PM represents that he or she has the authority to bind the PM entity to this Agreement.
6. Term. This Agreement begins on the Effective Date and continues until terminated by either party with thirty (30) days' written notice. Either party may terminate immediately for material breach not cured within ten (10) business days after written notice. Termination does not affect bookings confirmed prior to the termination date; PM will honor such bookings.
7. Confidentiality. Each party will keep the other's non-public business information confidential and will use it only for purposes of performing under this Agreement.
8. Indemnification. Each party will indemnify and hold the other harmless from third-party claims arising from its own negligence, willful misconduct, or breach of this Agreement.
9. Limitation of Liability. Except for indemnification obligations and breaches of confidentiality, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages. The total aggregate liability of either party under this Agreement, except as noted, shall not exceed the total fees paid or payable under this Agreement during the six (6) months preceding the claim.
10. Governing Law; Dispute Resolution. This Agreement is governed by the laws of the State of New York. The parties consent to the exclusive jurisdiction of the state and federal courts located in New York, New York for any dispute arising under this Agreement.
11. Electronic Signature. The parties consent to the use of electronic signatures under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the New York Electronic Signatures and Records Act. PM's typed signature on the onboarding submission, together with the IP address and timestamp recorded by Sojourn at submission, constitutes its valid execution of this Agreement.
12. Entire Agreement. This Agreement, together with the data provided in PM's onboarding submission, constitutes the entire agreement between the parties on its subject and supersedes all prior agreements and understandings. Amendments must be in writing and signed by both parties.