Host Agreement

Definition of Confidential Information:

“Confidential Information” means any information (including any and all combinations of individual items of information) that relates to the actual or anticipated business and/or products, research or development of Extend, its affiliates or subsidiaries, or to Extend’s, its affiliates’ or subsidiaries’ technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding Extend’s, its affiliates’ or subsidiaries’ products or services and markets therefor, customer lists and customers (including, but not limited to, customers of Extend on whom Owner called or with whom Owner became acquainted during the term of this Agreement), software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by Extend, its affiliates or subsidiaries, either directly or indirectly, in writing, orally or by drawings or inspection of premises, parts, equipment, or other property of Extend, its affiliates or subsidiaries. Notwithstanding the foregoing, Confidential Information shall not include any such information which Owner can establish (i) was publicly known or made generally available prior to the time of disclosure to Owner; (ii) becomes publicly known or made generally available after disclosure to Owner through no wrongful action or inaction of Owner; or (iii) is in the rightful possession of Owner, without confidentiality obligations, at the time of disclosure as shown by Owner’s then-contemporaneous written records; provided that any combination of individual items of information shall not be deemed to be within any of the foregoing exceptions merely because one or more of the individual items are within such exception, unless the combination as a whole is within such exception.

Nonuse and Nondisclosure:

During and after the term of this Agreement, Owner will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Owner will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of Extend, or (ii) subject to Owner’s right to engage in Protected Activity (as defined below), disclose the Confidential Information to any third party without the prior written consent of an authorized representative of Extend, except that Owner may disclose Confidential Information to the extent compelled by applicable law; provided, however, prior to such disclosure, Owner shall provide prior written notice to Extend and seek a protective order or such similar confidential protection as may be available under applicable law. Owner agrees that no ownership of Confidential Information is conveyed to Owner. Without limiting the foregoing, Owner shall not use or disclose any Extend property, intellectual property rights, trade secrets or other proprietary know-how of Extend to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party. Owner agrees that Owner’s obligations under this Section shall continue after the termination of this Agreement.

Other Guest-Related Confidential Information:

Owner agrees that Owner will not improperly use, disclose, or induce Extend to use any proprietary information or trade secrets of any former or current employer of Owner or other person or entity with which Owner has an obligation to keep in confidence. Owner also agrees that Owner will not bring onto Extend’s premises or transfer onto Extend’s technology systems any unpublished document, proprietary information, or trade secrets belonging to any third party unless disclosure to, and use by, Extend has been consented to in writing by such third party.

Third-Party Confidential Information:

Owner recognizes that Extend has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on Extend’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Owner agrees that at all times during the term of this Agreement and thereafter, Owner owes Extend and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out the Services for Extend consistent with Extend’s agreement with such third party.  Furthermore, all users (Hosts, Agents, Guests)  are forbidden to circumvent the app, or communicate off platform prior to a transaction has been booked.

Non-Disparagement:

Owner agrees not to disparage or otherwise speak negatively about Extend, its employees, officers, directors, and investors (the “Extend”) in any way, orally, in writing, electronically, or by causing negative reviews, articles, or other publicity to Extend. In this regard, the Owner acknowledges that the reputation of Extend and its goodwill is critical to Extend’s success and that violation of this Non-Disparagement clause or the Confidentiality provisions of this Agreement will irreparably harm Extend and that therefore Extend shall be entitled to immediate injunctive relief, liquidated damages in an amount at least equal to all compensation in any form paid to Owner under this Agreement, together with an award of attorney’s fees and costs incurred in enforcing this Agreement.

Non-Solicitation:

To the fullest extent permitted under applicable law, from the date of this Agreement until twelve (12) months after the termination of this Agreement for any reason (the “Restricted Period”), Owner will not, without Extend’s prior written consent, directly or indirectly, solicit any of Extend’s employees to leave their employment, or attempt to solicit employees of Extend, either for Owner or for any other person or entity. Owner agrees that nothing in this Section shall affect Owner’s continuing obligations under this Agreement during and after this twelve (12) month period.