• The LocalOTA Platform

1. LocalOTA is a product and booking platform operated by LocalOTA LLC (“LocalOTA,” “we,” “us” or “our”). These Service Provider Terms (the “Terms”) govern your use of the LocalOTA system, FlutterPads, the applicable destination website or white-label website through which your listings are displayed (the “Website”), and all booking, distribution, messaging, payment, reporting, channel-management, support and related tools made available to you (collectively, the “Platform”).
2. References to “you” or “Service Provider” mean the lodging provider, activity provider, property manager, owner, operator or other business that registers, lists, distributes, sells or accepts bookings through the Platform. The person accepting these Terms represents that they have full legal authority to bind that business and all properties, listings, activities, employees, contractors, owners and authorized users managed through the Platform.
3. You accept these Terms by creating an account, registering a business, connecting a payment method, activating a channel, publishing a Listing, accepting a Booking, clicking an acceptance button, or continuing to use the Platform after updated Terms take effect.
4. By providing your contact information or registering on the LocalOTA platform, you are joining the “LocalOTA Reservations” system. This service syncs your login credentials, business details, reservations, listing data, settings and account activity across LocalOTA products and connected services.
5. You may terminate your use of the Platform by deactivating your business and giving written notice to LocalOTA, but termination does not affect existing Bookings, unpaid amounts, payment obligations, refund obligations, chargebacks, Guest disputes, confidentiality, data duties, indemnities or other provisions that by their nature should survive termination.

 

• Definitions

1. “Listing” means the lodging or activity made available by the Service Provider to Guests through the Platform.
2. “Booking” means a booking for a Listing made by a user of the Website.
3. “Guest” means any user, traveler, customer, purchaser, booker or other person who views, requests, purchases, uses or participates in a Booking or Listing through the Platform.
4. “Service Information” means all listing, property, activity, business, rate, availability, restriction, policy, image, amenity, tax, fee, payment, cancellation, no-show, house-rule, accessibility, safety, description and other information provided, imported, displayed or distributed through the Platform.
5. “Connected System” means any property management system, channel manager, central reservation system, iCal feed, API, payment processor, HyperGuest account, Google channel, third-party marketplace or other external system connected to or used with the Platform.
6. “Actual Taxes” means amounts that are legally imposed by a governmental taxing authority, separately stated to the Guest as taxes, collected from the Guest solely for remittance to the applicable taxing authority or as otherwise required by law, not retained as Service Provider revenue, and supported by reasonable records showing the taxing authority, rate, basis, collection and remittance. Actual Taxes do not include general fees, service fees, resort fees, cleaning fees, destination fees, convenience fees, surcharges, add-ons, operating costs, pass-through costs, margin, markups or any other amount that is not a legally imposed tax.

 

• Registration procedure

1. To register as a Service Provider with the Platform you should follow the registration steps set out on the Website and provide all information reasonably requested by LocalOTA, its processors, connected channels or other partners.
2. The Service Provider warrants that all Service Information shall be true, accurate, complete, current, lawful, not misleading and sufficient for Guests to make informed booking decisions.
3. Service Information must not contain any telephone, fax or email address or social media websites (such as Twitter or Facebook) which have contact details for the Service Provider. We reserve the right to edit or exclude any information on becoming aware that it is incorrect, incomplete or in violation of these Terms.
4. The Service Provider shall ensure that Listing Information is correct and up-to-date at all times, including inventory, rates, restrictions, taxes, fees, cancellation policies, payment terms and no-show policies. The Service Provider shall update Listing Information on a regular basis and more frequently when required by a channel, Connected System, Guest issue or operational change.
5. We will provide you with a user ID and password which allows you to access our extranet. You agree to safeguard and keep the user ID and password confidential and safely stored, disclose it only to authorized users who need access, promptly remove users who no longer need access, and immediately notify us of any security breach, suspected unauthorized access or improper use.

 

• Service Provider compliance

1. Service Provider compliance. You are solely responsible for owning, managing or having authority to list each Listing; providing the booked lodging, activity, service or experience; complying with all permits, licenses, zoning, registration, tax, occupancy, safety, accessibility, employment, insurance, consumer-protection, privacy and hospitality laws; collecting and remitting applicable taxes unless expressly handled by LocalOTA in writing; maintaining required insurance; honoring accessibility and safety representations; and ensuring your staff, contractors, owners, vendors and Connected Systems comply with these Terms.
2. You agree not to use the Platform for unlawful, fraudulent, abusive, speculative, misleading or harmful activity, and not to upload malicious code, infringing content, unlawful content or content that violates the rights of Guests, LocalOTA, partners or third parties.
3. You are responsible for ensuring that all persons who use your account or act on your behalf understand and comply with these Terms, including employees, owners, managers, contractors, vendors and authorized users.

 

• FlutterPads fees and billing

1. FlutterPads charges a 5.00% commission for each lodging reservation made on the site.
2. Platform fees. You agree to pay all fees, commissions, subscriptions, transaction fees, add-on fees, marketing fees, channel fees, payment-processing fees, taxes and other amounts shown in your account, channel plan, pricing page, invoice, written agreement or accepted Platform workflow. Fees may be calculated by commission percentage, flat transaction fee, monthly subscription, number of listings, rooms, beds, homes, occupancy, inventory, completed stays, reservations, active channels, add-ons or any other pricing method displayed or agreed before activation.
3. Unless otherwise stated, commissions are calculated on all Booking amounts and all mandatory or optional charges, fees, extras, add-ons, packages, services, surcharges and other amounts paid or payable by the Guest, excluding only Actual Taxes. Commissions may remain payable for completed stays, no-shows, late cancellations, non-refundable bookings or other chargeable reservations. These fees may be charged monthly based on the previous month's inventory, reservations, completed stays, active plans or other applicable billing data.
4. Tax classification and anti-circumvention. You must classify amounts as taxes only when they are Actual Taxes. General fees, service fees, resort fees, cleaning fees, destination fees, convenience fees, surcharges, add-ons, operating costs, pass-through costs, margin, markups and other non-tax amounts must not be labeled, bundled, passed through or reported as taxes to avoid LocalOTA commissions or other Platform fees. You must maintain and provide reasonable tax documentation upon request. If LocalOTA determines that amounts were incorrectly classified or mislabeled as taxes, those amounts will be treated as commissionable amounts, and you will be subject to back payment of avoided commissions, related payment processor fees, collection costs, invoice adjustments, payout offsets, payment-method charges and other recovery measures, and LocalOTA may suspend or terminate your account or Listings.
5. Billing authorization. By connecting a credit card, ACH account, SEPA account, Stripe payment method or other payment method, you authorize LocalOTA and its payment processors to store that payment method and charge or debit it for amounts due under these Terms, including monthly commissions, subscriptions, add-ons, unpaid invoices, chargebacks, reversals, refunds, processor fees, taxes and adjustments.
6. Billing may occur on the first day of each month or on another billing date shown in your account or invoice. If a payment fails, is disputed, is reversed or remains unpaid, LocalOTA may retry the payment, suspend listings, pause channel distribution, deactivate your business, withhold payouts, offset future amounts or require a different payment method.

 

• Bookings, payment models and Guest payments

1. Payment model. LocalOTA supports multiple payment models. In the preferred Service Provider merchant model, you or your connected payment processor charge the Guest directly, you are the merchant of record for the Guest transaction, and you are responsible for authorization, capture, refunds, chargebacks, receipts, taxes and payment disputes. In a marketplace or LocalOTA merchant-of-record model, LocalOTA or its payment processor may collect amounts from the Guest and remit eligible amounts to you or to another applicable party, less commissions, fees, refunds, chargebacks, taxes, processor charges and other deductions permitted by these Terms or displayed in the Platform. The applicable payment model may vary by Website, channel, listing type, integration, rate plan or Booking.
2. We shall provide you with the booking details and payment details provided to us by Guests or payment processors to the extent available and permitted. We are not responsible for the accuracy or completeness of information provided by Guests, banks, card issuers, payment processors or third-party channels.
3. LocalOTA is not party to any contract or arrangement entered into between Guests and the Service Provider for the underlying lodging, activity, service or experience, and shall not be liable for payment or non-payment by Guests, Guest conduct, Guest damage, Guest losses, Service Provider performance or any dispute between you and a Guest except to the limited extent expressly stated in these Terms.
4. The Service Provider agrees that it is bound to provide the service requested in the Booking according to the rates, availability, policies and conditions set out at the time of the Booking. In the event that the Service Provider is over-booked or unable to provide the service for any reason, it shall be the sole obligation of the Service Provider to arrange alternative service of the same or higher quality as close as possible to the original location and to cover all additional costs, including transfers, guest support, price differences, refunds and other resulting costs.
5. The Service Provider shall not charge any further fees for providing services specified in the Booking, including credit card fees, surcharges, taxes, deposits, cleaning fees, resort fees or other costs, unless those amounts were clearly disclosed to the Guest before booking or are required by law.

 

• Cancellation, refunds and chargebacks

1. Each Booking is subject to the cancellation, no-show, deposit, refund, and modification terms displayed to the Guest at the time of booking, together with any additional policy you provide through the Platform and any non-waivable requirements of applicable law. You agree to honor the policy displayed to the Guest for that Booking.
2. LocalOTA may display or enforce a platform-level grace period, refund rule or cancellation workflow only when it is shown to the Guest at checkout, enabled or accepted through your Platform settings, required by law or otherwise agreed in writing. Non-refundable charges, payment processor fees, insurance or protection products, taxes and third-party charges are refundable only to the extent stated at checkout, required by law or approved by the party responsible for the charge.
3. If a Guest fails to arrive and meet their Booking, cancels late, requests a modification, disputes a charge or asks for a refund, you are responsible for applying the policy displayed to the Guest and for any Guest communication, refund, fee, tax adjustment or operational action required by that policy.
4. If a Guest contacts the Service Provider requesting to cancel or modify a Booking, you must direct the Guest to cancel or modify through the LocalOTA system, or you must process the cancellation or modification on the Guest's behalf through the LocalOTA system when permitted by your account permissions.
5. Refunds, chargebacks, and payment disputes. You are responsible for all Guest refunds, chargebacks, retrieval requests, payment disputes, bank fees, card-network fees, processor fees, penalties and related losses arising from your Listings, policies, pricing, availability, services, cancellations, no-shows, overbookings, Guest complaints or failure to honor a Booking. If LocalOTA is merchant of record or otherwise receives a dispute, you authorize LocalOTA to respond using booking records, policies, communications and other evidence, and to deduct or recover any resulting amounts from your payment method, invoices, payouts or future amounts owed.

 

• Integrations and synchronization

1. Integrations and synchronization. If you connect or authorize a property management system, channel manager, central reservation system, iCal feed, API, HyperGuest account, Google channel, payment processor or other Connected System, you remain responsible for the accuracy and legality of all rates, availability, restrictions, taxes, fees, policies, descriptions, images, room types, mapping, credentials and Booking data sent to or from that Connected System.
2. LocalOTA is not responsible for errors, delays, outages, stale data, mapping mistakes, duplicate inventory, failed updates, third-party API changes or actions taken by your PMS, channel manager, staff, contractors, vendors or other providers. You must promptly review imported data, keep credentials current, monitor Bookings and availability, and notify LocalOTA of sync problems.
3. If a Connected System sends incorrect data or fails to update correctly, you remain responsible for honoring confirmed Bookings, correcting data, notifying affected Guests when appropriate, and covering costs that result from incorrect rates, taxes, fees, policies, availability or restrictions.

 

• License and distribution rights

1. Distribution rights. You authorize LocalOTA to display, market, distribute, sublicense, transmit, translate, format, modify for display and otherwise use your Service Information, rates, availability, policies, images, reviews, amenities, descriptions, logos, trademarks and related content on the Platform, affiliated websites, white-label websites, search engines, metasearch channels, advertising channels, APIs, partner networks and third-party demand channels.
2. The Service Provider grants to LocalOTA a non-exclusive, royalty-free, worldwide, sublicensable and transferable license to use, reproduce, process, distribute, display, adapt, communicate, copy, translate, format and make available the Service Information for operating, supporting, marketing, distributing, improving and protecting the Platform and related channels.
3. LocalOTA does not guarantee placement, ranking, impressions, clicks, conversions, availability on any channel or any number of Bookings. You may not use Listing content, Guest communications, policies or pricing to bypass LocalOTA fees, divert Guests away from the Platform or avoid commissions on Bookings generated through the Platform.

 

• Data, privacy and payment security

1. Data, privacy, and payment security. You may use Guest personal information, payment information, reservation data and Platform data only to fulfill, support, modify or document the applicable Booking, comply with law or perform obligations under these Terms.
2. You must not sell Guest data, misuse Guest data, send unrelated marketing unless lawfully permitted, or disclose Guest data except to personnel and vendors who need it to fulfill the Booking and are bound by appropriate confidentiality and security obligations.
3. If you store, process, transmit, view or otherwise handle cardholder data, you are responsible for complying with the Payment Card Industry Data Security Standard, card-network rules, payment-processor requirements and applicable law. You are responsible for the security of cardholder data, Guest data and Platform data you process under these Terms.
4. You must promptly notify LocalOTA of any suspected unauthorized access, security incident, privacy incident or payment-data compromise affecting Platform data, Guest data, cardholder data or any Connected System used with the Platform.

 

• Reviews and testimonials

1. Reviews and testimonials. You understand and agree that LocalOTA may ask Guests to review the services you provide and may use those reviews for any lawful purpose, including providing reviews to prospective Guests, displaying reviews on the Website, sharing reviews through channels and using reviews to improve or market the Platform.
2. You must not create, purchase, solicit, suppress, manipulate or encourage fake, misleading, undisclosed or biased reviews, ratings, testimonials, endorsements, social-media indicators or Guest feedback. You must not offer compensation, discounts, upgrades, benefits, threats, penalties or different treatment conditioned on a Guest leaving a positive or negative review, changing a review, removing a review or refraining from an honest review.
3. Any incentive for a review must be clearly disclosed and must not depend on review sentiment. LocalOTA may remove, reject, label, investigate or report reviews or review activity that it believes violates law, platform policy or these Terms. We shall have no liability in relation to the publication, non-publication, removal, score or content of any review.

 

• Disclaimers

1. We are not obligated to make Platform services, channels, integrations or marketing available to you and we reserve the right to remove, suspend, limit, reject or deactivate any Service Provider, Listing, channel, integration, rate plan, payment method, Booking request or content at any time and for any lawful reason, including suspected risk, fraud, non-payment, legal concerns, Guest harm, inaccurate data, processor restrictions or partner requirements.
2. We make no warranty that the Platform, channels, integrations, payment processors, search engines, distribution partners or Connected Systems will provide uninterrupted service, be error free, identify or correct defects, preserve data without loss, prevent unauthorized access or generate any traffic, ranking, revenue or Bookings. While we take steps to prevent misuse of our systems, we cannot warrant that the Platform will be free of viruses, malicious code, outages, third-party interruptions or data-transmission errors.
3. We make no warranty as to Guests we may refer to you and are not liable for any loss or damage you may incur as a result of a Guest reservation, Guest non-payment, chargeback, cancellation, conduct, property damage, injury, fraud or dispute.
4. LocalOTA acts as a booking technology provider, distribution platform, marketplace operator, introducing agent, payment facilitator or limited payment collector depending on the applicable workflow. Unless expressly stated otherwise, LocalOTA is not the provider, owner, operator or manager of the Listing and is not responsible for your legal or regulatory requirements relevant to your contract with your Guest.

 

• Limitation of liability

1. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, intentional misconduct or other non-waivable statutory rights.
2. If you are dissatisfied with the LocalOTA Platform, or these Terms, your remedy shall be to discontinue your use of the LocalOTA Platform, subject to existing Bookings, unpaid amounts and surviving obligations.
3. Other than as expressly set out above, LocalOTA shall not be liable in contract, tort, negligence, statutory duty, misrepresentation or otherwise for any loss or damage arising from or connected with these Terms, your use of the Platform, a Guest matter, a Listing, a Connected System, a payment processor, a channel, a partner, a third-party service or your Service Information.
4. LocalOTA shall not be liable for loss of business, loss of profits, loss of revenue, loss of goodwill, business interruption, loss of business information, data loss, reputational harm, indirect damages, incidental damages, special damages, consequential damages, exemplary damages, punitive damages or any other economic loss.
5. In the event that any relevant limitation or exclusion of liability in these Terms is not enforceable, LocalOTA's aggregate liability to you shall not exceed the lesser of (i) the LocalOTA platform fees actually paid by you to LocalOTA for the specific Booking or invoice giving rise to the claim, excluding amounts paid to or for Guests, Service Providers, taxes, payment processors and third parties, and (ii) $500 in aggregate for all claims concerning or arising out of your use of the LocalOTA Platform.

 

• Intellectual property rights

1. You acknowledge that all present and future copyright and other intellectual property rights subsisting in, or used in connection with, the LocalOTA Platform, including software, workflows, interfaces, data models, documentation, trade names, trademarks, know-how, designs, text, graphics, reports and the manner in which LocalOTA is presented or appears, are the property of LocalOTA or its licensors. Nothing in these Terms transfers any LocalOTA intellectual property to you.
2. You shall not copy, modify, reverse-engineer, scrape, decompile, resell, sublicense, bypass, interfere with or create derivative works from the Platform except to the extent expressly permitted by LocalOTA in writing or by non-waivable law.

 

• Indemnity

1. Indemnity. You agree to defend, indemnify and hold harmless LocalOTA, its affiliates, officers, directors, employees, contractors, processors, licensors and partners from and against any claims, demands, losses, liabilities, damages, penalties, fines, settlements, chargebacks, costs and expenses, including reasonable legal fees, arising from or related to your Listings, services, policies, content, taxes, legal compliance, payment disputes, refunds, cancellations, no-shows, overbookings, Guest injuries or losses, property damage, employment or contractor matters, privacy or security incidents, intellectual-property claims, your breach of these Terms, or the acts or omissions of you, your personnel, owners, contractors, vendors or Connected Systems.

 

• Acceptance, changes and general terms

1. Acceptance and changes. LocalOTA may update these Terms from time to time by posting the updated version in the Platform or providing notice by email or account notice. Material changes will take effect no earlier than the stated effective date, unless a shorter period is required by law, security, processor rules, partner rules, channel rules or urgent operational needs. If you do not agree, you must stop using the Platform and deactivate your Listings, but you remain responsible for existing Bookings, unpaid amounts, Guest obligations, chargebacks, refunds, indemnities, confidentiality, data obligations and provisions that by their nature should survive termination.
2. If any of these Terms are held to be illegal or unenforceable, such provisions shall be severed and the rest of these Terms shall remain in full force and effect.
3. These Terms constitute the entire agreement and replace any previous agreement or understanding between us in respect of the matters contained or referred to in these Terms, except that channel-specific, payment-specific, processor-specific, HyperGuest-specific, written custom pricing or website-specific terms may supplement these Terms for their subject matter.
4. We reserve the right at all times to edit, refuse to post, remove from the Platform or disclose information or materials when we deem it appropriate to satisfy applicable laws, regulatory requirements, legal processes, processor requirements, partner requirements, fraud prevention, safety concerns or requests from police, government or regulatory bodies.
5. You may not assign, transfer or sub-contract any of your rights or obligations under these Terms without our prior written consent. We may assign, transfer or sub-contract all or any of our rights or obligations at any time without consent.
6. A person who is not a party to these Terms shall not have any rights to enforce any provision in these Terms, except that LocalOTA affiliates, processors, licensors and partners may rely on provisions intended to protect them.
7. No waiver by either of us shall be effective unless in writing, and no waiver shall constitute a continuing waiver or prevent us or you from acting upon any continuing or subsequent breach or default.
8. If these Terms appear in a language other than English, it is for reading purposes only, and these Terms will be valid according to the original English language version.
9. Before filing any claim, the parties agree to first attempt to resolve the dispute informally by written notice and good-faith discussion for at least thirty days. These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules. Subject to any arbitration agreement or non-waivable legal right, the exclusive venue for claims that may proceed in court will be the state and federal courts located in Los Angeles County, California. Notices to LocalOTA must be sent to the legal notice address shown in the Platform or in LocalOTA's then-current public terms. Notices to you may be sent to your account email, business email, dashboard or other contact information in your account.