ManaHost LLC, Co-Hosting & Short-Term Rental Management Agreement

This Co-Hosting & STR Management Agreement ("Agreement") is entered into as of the Effective Date by and between:

Owner/Client: [as completed in the signing section below] ("Owner")
and
ManaHost LLC, a Hawaiʻi limited liability company, by its Manager, Caden Clark ("ManaHost" or "Co-Host").

Owner and ManaHost may be referred to individually as a "Party" and collectively as the "Parties."

1. Purpose and Relationship

1.1 Purpose. Owner engages ManaHost to provide short-term rental co-hosting and/or local oversight services for the Property as selected in the Exhibits.

1.2 Independent Contractor. ManaHost is an independent contractor and is not an employee, partner, joint venture, fiduciary, broker, or insurer of the Owner.

1.3 Not the Owner / No Title. ManaHost does not own, lease, or hold any legal interest in the Property and does not guarantee performance, revenue, occupancy, ratings, or outcomes.

2. Scope of Services (Selected by Exhibit)

2.1 Selection Required. Owner must select and initial one primary service package: Exhibit A (Full Service STR Co-Hosting & Management) or Exhibit B (Local Property Oversight Only).

2.2 Add-Ons. Optional services may be added only by written selection in Exhibit C or written addendum signed by both Parties.

2.3 No Services Outside Scope. ManaHost has no obligation to perform services not expressly included in the selected Exhibit(s).

3. Term, Trial, and Conversion

3.1 Term. This Agreement begins on the Effective Date and continues month-to-month unless terminated under Section 12.

3.2 Auto-Renewal. This Agreement automatically renews monthly unless terminated per Section 12. Renewal terms reflect the most current Exhibits unless updated in writing.

3.3 30-Day Free Trial (Optional). If selected in Exhibit E, the trial is provided at no management fee for the stated Trial Start and Trial End dates.

3.4 Conversion to Paid Services. Following trial, the selected compensation applies starting on the Paid Services Start Date set forth in Exhibit E, unless terminated prior to conversion.

4. Compensation and Billing

4.1 Compensation Election Required. Owner must select one compensation model in Exhibit D: Percentage-Based, Flat Monthly Fee, or Hybrid.

4.2 Minimum Monthly Fee. Regardless of model selected, a minimum monthly fee of $500 per property applies to Full Service packages, ensuring baseline service viability.

4.3 Payment Method. Payment may be made by (a) Airbnb co-host payout split where available, (b) bank transfer/ACH, (c) platform payout, or (d) another agreed method listed in Exhibit D.

4.4 Invoicing. Unless paid by platform payout split, ManaHost invoices monthly in arrears. Invoices are due within five (5) days of invoice date.

4.5 Late Payments. Past-due amounts accrue a late fee of 1.5% per month (or maximum allowed by law) plus a $25 administrative fee. ManaHost may suspend services after 7 days past-due. ManaHost is not responsible for any loss, guest issues, refunds, or performance impacts resulting from suspension due to non-payment.

4.6 No Offsets Without Agreement. Owner may not withhold or offset fees except as agreed in writing.

5. Expenses, Repairs, Reimbursements

5.1 Owner Pays All Property Costs. Owner is solely responsible for all costs and expenses related to the Property, including: repairs, maintenance, replacements, utilities, HOA/condo fees, taxes, licenses/permits, cleaning, linens, consumables, pest control, locksmith, building fees, parking, fines, and vendor invoices, whether arising from normal wear, guest use, vendor issues, building issues, or force majeure.

5.2 ManaHost Does Not Perform Repairs. ManaHost does not provide repair services. ManaHost coordinates vendors at Owner's request as an administrative service only, with no guarantee of vendor availability, timing, or quality.

5.3 Emergency Coordination Authority. If there is an urgent issue affecting guest safety, habitability, preventing further property damage, or complying with building requirements (an "Emergency"), ManaHost may coordinate immediate mitigation. Owner Authorization Limit: $______ (the "Emergency Limit") may be approved without prior consent solely for Emergency mitigation. Owner remains responsible for all costs, even if action is taken within the Emergency Limit.

5.4 No Duty to Advance Funds. ManaHost has no obligation to front, advance, or loan funds. If ManaHost pays any Property expense at Owner's request (or in an Emergency where Owner is unreachable), Owner must reimburse ManaHost.

5.5 Reimbursement Timing. Owner must reimburse ManaHost for any approved expenses within five (5) days of invoice/receipt, unless otherwise agreed in writing.

5.6 Owner Repair Reserve / Payment Method. Owner agrees to maintain an available payment method or repair reserve sufficient to cover Emergency costs and routine maintenance so that guest safety and property condition can be maintained.

5.7 Guest-Caused Damage. ManaHost may assist with claims through the booking platform (e.g., Airbnb Resolution Center) but does not guarantee recovery. If platform recovery is partial or denied, Owner is responsible for the remaining loss.

6. Owner Responsibilities and Warranties

Owner agrees and warrants that:

6.1 Legal Compliance. The Property is legally eligible for short-term rental use, including zoning/permit/NUC/HOA rules, and Owner will maintain compliance at all times. Owner is solely responsible for fines, penalties, enforcement actions, and any regulatory consequences.

6.2 Safe, Rentable Condition. Owner will maintain the Property in safe, habitable, and rentable condition, including functioning locks, smoke/CO detectors as applicable, safe furniture, safe electrical/plumbing, and adequate hot water and ventilation.

6.3 Platform Access. Owner will provide ManaHost with necessary access permissions for listing platforms and relevant vendor contacts.

6.4 Truthful Disclosures. Owner will disclose known issues (mold, leaks, pests, unsafe conditions, prior claims, HOA restrictions, recurring failures) and any building rules affecting guest access.

6.5 Taxes. Owner is solely responsible for all GET, TAT, OAT, federal income tax, and any other taxes arising from rental income. ManaHost provides 1099 documentation but is not a tax advisor. Owner is responsible for filings unless expressly agreed otherwise in writing.

7. Guest Communication, Content Rights, and Service Standards

7.1 Messaging Authority. If guest messaging is included in the selected Exhibit, ManaHost is the primary party to communicate with guests on the platform and related channels.

7.2 Owner Non-Interference. Owner agrees not to message guests directly, alter automated message flows, change check-in instructions, or override ManaHost operational decisions without coordination, except in true emergencies requiring immediate action. Owner interference that results in guest issues, refunds, cancellations, or policy violations is the Owner's responsibility.

7.3 Photo and Content License. Owner grants ManaHost a non-exclusive license to use property photos, descriptions, and operating information for marketing, listing optimization, and case studies. Photos taken by ManaHost or its photographers remain ManaHost's property unless transferred in writing.

7.4 Service Standards. ManaHost will respond to guest messages within reasonable business hours and dispatch cleaners within typical industry timeframes. ManaHost does not guarantee specific response times or service-level agreements (SLAs) unless expressly stated in writing.

8. Keys, Access Codes, and Property Entry

8.1 Authorization. Owner authorizes ManaHost to hold keys, fobs, and access codes and to enter the Property as reasonably necessary to perform services, including between stays and during vacancies.

8.2 Security Handling. ManaHost will use reasonable care to safeguard access information; however, ManaHost is not responsible for building security failures, third-party criminal acts, or security issues outside ManaHost's control.

8.3 Vendor Access. ManaHost may provide access to authorized vendors (cleaners, maintenance, inspectors) as needed to perform services.

9. Insurance Requirements

Owner must maintain active insurance appropriate for short-term rental operations, including at minimum:

• property coverage (structure/contents as applicable), and
• general liability coverage for guest injury/property damage.

9.1 STR-Specific Coverage Required. Owner's insurance must include coverage for short-term rental use specifically. Standard homeowner's policies typically EXCLUDE STR activity. Owner is responsible for confirming proper coverage with their insurer.

9.2 Additional Insured. Where available, Owner will name ManaHost LLC as an Additional Insured on the liability policy and provide proof upon request.

9.3 Proof of Insurance. Owner must provide proof of coverage within five (5) days of request and prior to first guest check-in if requested.

9.4 No Insurance = Right to Suspend/Terminate. Failure to maintain insurance is grounds for immediate suspension or termination.

10. No Guarantees, Platform Risk, Force Majeure

10.1 No Revenue/Occupancy Guarantee. ManaHost does not guarantee occupancy, nightly rate, revenue, ranking, reviews, or booking performance.

10.2 Performance Disclaimer. Owner acknowledges that ranking, occupancy, and revenue depend on factors outside ManaHost's control including property condition, photos, location, market saturation, seasonality, and platform algorithms.

10.3 Platform Risk. ManaHost is not responsible for platform outages, algorithm changes, listing suspensions, chargebacks, payment holds, guest scams, or policy enforcement actions by Airbnb/VRBO/Booking.com.

10.4 Force Majeure. ManaHost is not liable for delays or failures caused by events beyond reasonable control, including storms, hurricanes, flooding, earthquakes, pandemics, power/internet outages, building system failures, strikes, or government actions.

11. Liability and Indemnification

11.1 ManaHost Not Responsible For. To the maximum extent permitted by law, ManaHost is not responsible for:

• guest injury, illness, death, or claims arising from Property condition or use,
• theft, vandalism, or guest misconduct,
• damage not caused by ManaHost's willful misconduct,
• building/HOA issues, outages, elevator failures, leaks from other units, pest issues not caused by ManaHost,
• lost income, refunds, chargebacks, cancellations, or reputational impacts,
• vendor failures (cleaners/handymen/contractors are independent third parties),
• regulatory violations, fines, or enforcement actions relating to the Owner's STR operation.

11.2 Owner Indemnification. Owner agrees to indemnify, defend, and hold harmless ManaHost LLC, its manager, employees, and contractors from any and all claims, demands, damages, losses, liabilities, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• the Property's condition, design, maintenance, or safety,
• guest stays and guest actions,
• Owner's failure to comply with laws/HOA rules/taxes,
• Owner's failure to maintain insurance,
• Owner's interference with ManaHost's operations,
• except to the extent caused by ManaHost's gross negligence or intentional misconduct.

11.3 Limitation of Liability. Except for ManaHost's gross negligence or intentional misconduct, ManaHost's total liability for any claim is capped at the total management fees actually paid to ManaHost in the one (1) month prior to the event giving rise to the claim.

11.4 No Consequential Damages. In no event will ManaHost be liable for consequential, incidental, special, punitive, or exemplary damages (including lost profits, lost revenue, or loss of goodwill), to the maximum extent permitted by law.

11.5 Premises Liability. Owner is solely responsible for all premises liability and guest injury claims arising from property conditions.

12. Termination

12.1 Standard Termination. Either party may terminate this Agreement with fourteen (14) days' written notice, delivered by email or other written method in Section 15.

12.2 Immediate Termination by ManaHost. ManaHost may terminate immediately if:

• the Property is unsafe, illegal, or noncompliant,
• Owner fails to pay fees or reimburse expenses,
• Owner fails to maintain insurance,
• Owner repeatedly interferes with operations or causes platform policy violations,
• Owner requests unlawful conduct or misrepresents the legality of STR operations.

12.3 Owner Obligations Upon Termination. Owner remains responsible for all outstanding fees and reimbursements through the termination date and for any chargebacks/refunds attributable to Owner decisions or property conditions.

13. Confidentiality and Non-Solicitation

13.1 Confidentiality. Both parties agree to keep confidential guest data, pricing strategy, owner financial information, and operational details, except as required by law or to perform services.

13.2 Non-Solicitation/Non-Circumvention. During this Agreement and for twelve (12) months after termination, Owner agrees not to solicit, hire, or directly engage any cleaner, vendor, photographer, or contractor introduced by ManaHost without ManaHost's written consent or payment of a $500 introduction fee per provider.

14. Dispute Resolution

14.1 Good-Faith Negotiation First. Before filing any lawsuit, the Parties agree to attempt to resolve disputes through good-faith written negotiation for at least thirty (30) days, unless immediate injunctive relief is required.

14.2 Venue and Jurisdiction (No Arbitration). If unresolved, any dispute shall be brought exclusively in the state courts of the State of Hawaiʻi located in Honolulu County, and the Parties consent to that exclusive venue.

14.3 Attorney's Fees. The prevailing party is entitled to recover reasonable attorney's fees and costs.

15. Notices

Notices must be in writing and may be delivered by email.

Owner Email: [as provided in signing section]
ManaHost Email: info@manahostco.com

Notice is effective when sent (unless bounced/undeliverable).

16. Miscellaneous Legal Terms

16.1 Entire Agreement. This Agreement and Exhibits constitute the entire agreement and supersede prior discussions.

16.2 Amendments. Amendments must be in writing and signed by both Parties.

16.3 Severability. If any provision is unenforceable, the remainder stays in effect.

16.4 Counterparts; E-Sign. This Agreement may be signed electronically and in counterparts. Both parties acknowledge that electronic signatures (including those captured via this website) carry the same legal weight as handwritten signatures under the Hawaiʻi Uniform Electronic Transactions Act (HRS Chapter 489E).

16.5 Assignment. Owner may not assign without ManaHost's written consent.

📜 The Exhibits A through F (Service Packages, Compensation Election, Trial Dates, and Property Information Sheet) will be provided as a separate addendum and signed alongside this Agreement.