Staging Agreement

Updated: April 22, 2021

PLEASE READ THE FOLLOWING STAGING AGREEMENT. THE AGREEMENT GOVERNS YOUR USE OF THE STAGING SERVICES PROVIDED BY ELIOT STREET, INC., DBA GUEST HOUSE. BY ACCEPTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT INCLUDING ANY EXHIBITS OR ORDER FORMS INCORPORATED INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MUST NOT ACCESS OR USE THE SERVICES.

IN THE AGREEMENT, "YOU" ARE REFERRED TO AS "CLIENT". ELIOT STREET, INC., DBA GUEST HOUSE IS REFERRED TO AS "GUEST HOUSE" OR "WE" OR "US". IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A COMPANY, BUSINESS, OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE LEGAL ENTITY AND ITS AFFILIATES TO THE TERMS OF THE AGREEMENT, IN WHICH CASE THE TERM "CLIENT" SHALL REFER TO ALL SUCH LEGAL ENTITIES AND THEIR AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MUST NOT ACCESS OR USE THE SERVICES.

YOU MAY NOT ACCESS THE SERVICES OR OUR SITE IF YOU ARE OUR DIRECT COMPETITOR. YOU MAY NOT ACCESS THE SERVICES FOR PURPOSES OF MONITORING THE AVAILABILITY, PERFORMANCE OR FUNCTIONALITY OF THE SERVICES, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES. THIS AGREEMENT IS EFFECTIVE BETWEEN YOU AND GUEST HOUSE AS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT BY SIGNING A DOCUSIGN OR CLICKING ON THE "ACCEPT" BUTTON BELOW (THE "EFFECTIVE DATE").

  1. Project Overview. Guest House shall source and install designated furnishings for short-term staging purposes, and provide one photoshoot for Client at the location ("Premises") set forth on the order summary page on the Guest House website (the "Order Form"). All Materials (as defined herein) shall be installed by the Guest House team of designers and its third party movers and shall be used at the Premises for the limited purpose of staging the Premises for sale. The initial process is estimated to take three stages. During stage 1 the design manager will connect you with the designer to schedule the initial tour. The design manager will then confirm install and photography dates with Client. During stage 2 the designer finalizes mood boards based on walkthrough for approval by Client. One round of revisions by the Client is included with the staging package. During stage 3 the Client provides lockbox access to designer, move in and final walkthrough are completed, and photos are generally taken a few days after install is complete. Client, on behalf of itself and its customers, hereby acknowledges that Guest House has 100% creative control over staging selections based upon its extensive experience. For clarity, the Materials are not sold to Client, and Client may only use them on the Premises for staging the Premises for the purposes of selling the Premises, and only for the limited duration of the Agreement.

  2. Services. Guest House shall perform the services as described in one or more Order Forms ("Services") for Client during the term of this Agreement and the applicable Order Form. Each Order Form, together with this agreement, shall comprise the "Agreement". As part of the Services, Guest House may stage certain materials on Client's behalf at the Premises including but not limited to fixtures, furnishings, furniture, and design elements (collectively, the "Materials") set forth on an Order Form. Guest House shall have no liability for (a) deficiencies in the Services resulting from the acts or omissions of Client or its agents, contractors, or subcontractors or (b) performance of the Services in accordance with Client's instructions. Guest House is not responsible for any circumstances beyond Guest House's control related to the Materials or the Services. Guest House uses reasonable efforts to work with reputable suppliers of Materials, but Guest House makes no warranties about Materials, and all Materials are provided as-is. Unless otherwise specified by Guest House in writing, all Materials are non-exchangeable, non-returnable, non-refundable, and non-cancellable. The Services will be deemed accepted upon performance and any Materials delivered will be deemed accepted upon delivery to Client.

  3. Client Responsibility. Client shall ensure that Guest House has free access to the property to install and remove the Materials, and that there are no contractors or other materials or furnishings at the Premises during the course of the Services. Client shall ensure that the Premises are vacant and in broom clean condition. Client may not live or occupy the Premises during the staging, and may not permit any third party to live in or occupy the Premises. Client shall provide Guest House with access to the Premises – a lockbox with shared code is the preferred method of entry. After active staging (or at other times upon Guest House's direction), Client shall permit Guest House access to the Premises to remove the Materials. Client shall keep the Materials in good condition and shall not (and not permit any third party to) move the Materials within the Premises, or remove the Materials from the Premises. Client shall return the Materials in the same condition as when delivered. Client shall be responsible for any costs or expenses to the extent it causes any damage to the Materials or delay in returning the Materials, including without limitation the costs of replacement of and disposal of such Materials. If Client does not make the Premises available for staging on the estimated date, Client shall be responsible for the costs of such delay, including any staging fees that would otherwise be due. Client shall indemnify, defend, and hold Guest House harmless from and against any loss, damage, claim, expense, fine, fee, suit, injury or other amount arising out of or related to: (a) the Premises; or (b) Client's breach of its obligations under this section.

  4. Photo Shoot. Guest House and/or its contractors shall style the property and capture 30-40 high resolution digital images for listing the Premises online. Once shared with Client, Client will be responsible for having the unit listed on the applicable realtor platform(s). Client shall, and shall ensure that any third party shall, credit and tag Guest House for design and photography on all social media or other posts. Guest House hereby grants Client a limited, non-exclusive, perpetual right to use the photos for Client's own non-commercial purposes. Client may not resell, distribute, sell, or license the photos to any third party.

  5. Payment Terms. The Client shall pay Guest House the fees set forth on the Order Form, with payment due by Client as set forth on the Order Form. Should the Materials remain at the Premises longer than 1 month for any reason, Client will be billed a monthly fee as set forth on the Order Form. Additional services or Materials requested by Client (including without limitation excess design help, Client requested changes, coordination with contractors, additional moving support, additional photo shoots, return or exchange of materials) but not specified herein will be billed at an hourly rate of $150.00 an hour unless otherwise noted. All fees are non-refundable, non-cancellable, and non-terminable. Notwithstanding the foregoing, Client may cancel all or part of the services not less than seven (7) days prior to the initial installation, and Client shall not be responsible for any moving fees or photography fees (but Client shall remain responsible for all other fees). Client may postpone deliveries and staging only with Guest House's written consent. Except as otherwise set forth in an Order Form, Guest House will invoice Client for amounts due hereunder, and Client shall pay all amounts invoiced within 15 days after Client's receipt of the applicable invoice. Guest House may suspend Services for any late payments. Outstanding balances shall accrue interest at a rate equal to the lesser of 1.5% per month or the maximum rate permitted by applicable law, from due date until paid, plus Guest House's reasonable costs of collection. All fees due hereunder are exclusive of, and Client shall pay, all sales, use and other taxes, customs duties and similar charges applicable to the transactions contemplated by this Agreement, except for taxes based upon Guest House's net income.

  6. Recurring Billing. Client will be billed a recurring monthly fee (at the amount set forth on the Order Form) for staging Services, and Guest House will automatically charge Client such fees on a continuing monthly basis until Client cancels the Services by providing Guest House with at least 14 days written notice, such cancellation notice to be provided by emailing bret@guesthouseshop.com with "CANCELLATION" in the subject line. Client may not cancel the Services during the first month. All recurring automatic payments will be made without notice to Client, and will be charged to the payment method Client provided to Guest House upon sign up. Client warrants that it will provide Guest House with a valid method of payment that Client has the right to provide, and Client will update the payment information when necessary.

  7. Primary Client Contact. The primary Client contact shall be the person designated on the Order Form. All decisions by the primary Client contact shall be final, and Guest House shall be entitled to rely on any decision made by the primary Client contact. Any decision made by the primary Client contact shall be binding on Client.

  8. Warranties; Disclaimer. Client represents and warrants that it (or its client) owns the Premises, and has the right to authorize Guest House to perform the Services at the Premises. Guest House represents and warrants that Guest House shall perform its services in accordance with industry standards. Guest House shall, as its sole obligation and Client's sole and exclusive remedy for any breach of the warranty set forth in this section, use reasonable efforts to re-perform the Services which gave rise to the breach. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION, THE SERVICES AND MATERIALS ARE PROVIDED "AS IS," WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. GUEST HOUSE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE OR COURSE OF DEALING. GUEST HOUSE DOES NOT WARRANT THAT THE SERVICES OR MATERIALS WILL MEET CLIENT'S REQUIREMENTS.

  9. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall continue until terminated as set forth herein ("Term"). Guest House may terminate if Client fails to make any payments when due, or otherwise breaches its obligations, and fails to cure such breach within 5 days of written notice. Either party can terminate this Agreement or any Order Form for any or no reason upon fourteen (14) days written notice to the other party; provided that, neither party may terminate any Order Form without cause within the first 30 days of such Order Form. Upon any termination or expiration, Client shall pay Guest House all amounts due for Services performed, as well any non-cancellable expenses.

  10. Limitation on Liability. IN NO EVENT WILL GUEST HOUSE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS AND COSTS OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE MATERIALS OR ANY SERVICES PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL GUEST HOUSE'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID OR PAYABLE TO GUEST HOUSE UNDER THE APPLICABLE ORDER FORM. Guest House assumes no liability for damages to property resulting from this project unless caused by Guest House's gross negligence or intentional misconduct.

  11. Miscellaneous. This Agreement will be governed by and interpreted in accordance with the laws of the State of Colorado without reference to its choice of law rules. The parties acknowledge that Guest House is an independent contractor of Client, and its employees are not employees of Client. This Agreement, including any Order Form and any exhibits or attachments thereto, constitute the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement sets forth the general terms and conditions applicable to all Services and Materials provided by Guest House to Client under the specific terms and conditions set forth in the applicable Order Form. No terms and conditions proposed by either party shall be binding on the other party unless accepted in writing by both parties. To the extent of any conflict between the provisions of this Agreement and the provisions of any Order Form, the provisions of the Order Form shall govern. Guest House may revise this Agreement upon written notice to Client. Neither party may assign or transfer this Agreement or any of its rights under this Agreement to any third party without the other party's prior written consent, such consent shall not be unreasonably withheld or delayed; except that a party may assign this Agreement without consent by operation of law or otherwise to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any attempted assignment or transfer in violation of the foregoing will be null and void. Guest House may subcontract its obligations under this Agreement. Except for any payment obligations, neither party shall be liable under this Agreement by reason of any failure or delay in the performance of its obligations under this Agreement as a result of any cause which is beyond the reasonable control of such party. Guest House carries up to $2 million in the aggregate in personal property and liability insurance.