SPONTIGO
Lodging Partner Agreement
For hotels, short-term rental operators, and property managers | Effective: 2026-04-30
This Lodging Partner Agreement (the “Agreement”) is between Spontigo, Inc. (“Spontigo”) and the lodging operator identified in the Partnership Schedule (“Lodging Partner” or “You”). It governs how Spontigo’s pre-arrival experiences platform integrates with Your property and how the parties work together.
This Agreement is read together with: (a) Spontigo’s Core Platform Terms, available at spontigo.com/terms.html, which are incorporated by reference; and (b) one or more Partnership Schedules, which set property-specific and commercial terms. In the event of conflict, the order of precedence is: (1) the Partnership Schedule, (2) this Agreement, and (3) the Core Platform Terms.
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How this Agreement works: Spontigo runs a pre-arrival experiences platform on Your behalf. Depending on the Service Configuration You select, Spontigo will (under Full Integration) use a whitelabeled email address and a guest list feed from Your property management system to invite Your guests to book experiences before arrival, or (under Website Only) provide an embeddable widget for Your website. Either way, guests book directly with Spontigo, which acts as the agent of third-party tour operators and activity providers. You don’t handle bookings, payments, or fulfillment, and You don’t take on liability for the experiences themselves. |
Capitalized terms not defined here have the meanings given in the Core Platform Terms. As used in this Agreement:
Lodging Partner selects one of the following Service Configurations in the Partnership Schedule for each Property. Full Integration is the default; Website Only is selected if Lodging Partner indicates that preference in the Schedule.
|
Service |
Full Integration (default) |
Website Only |
|
Catalog access (browse and book experiences) |
✓ |
✓ |
|
Website embed (booking widget on Your site) |
✓ (optional) |
✓ |
|
PMS integration / Guest Data feed |
✓ |
— |
|
Pre-arrival email outreach (whitelabeled) |
✓ |
— |
|
Pre-arrival SMS outreach (whitelabeled) |
✓ |
— |
|
Personalized guest landing pages |
✓ |
— |
|
Guest support for booked experiences |
✓ |
✓ |
Under both Service Configurations, Spontigo will provide:
Under Full Integration only, Spontigo will additionally provide:
Spontigo may modify, expand, or improve any of the services described above as the platform evolves. Spontigo will not materially reduce the core services for the selected Service Configuration without reasonable advance notice.
Under Full Integration, You will provide Spontigo with timely access to Guest Data through Your property management system or another mutually agreed mechanism. You will use commercially reasonable efforts to keep the data feed current and accurate, and to notify Spontigo of any changes that would affect Spontigo’s ability to send pre-arrival communications.
Under Full Integration, You will reasonably cooperate with Spontigo to set up the whitelabeled email address and the technical configuration required for it to function (including DNS, SPF, DKIM, and similar records). You authorize Spontigo to use that address to send Whitelabel Communications under Your brand for the purposes of this Agreement.
If You place the Website Embed on Your website, You will use only the embed code and assets Spontigo provides and will not modify them in a way that misrepresents the offering or interferes with the booking flow. You are responsible for the operation, security, and accessibility of Your website.
You will direct guest inquiries about Spontigo experiences to the channels Spontigo provides. You will not interfere with the booking process and will not redirect bookings outside the Spontigo platform once a guest has begun booking through it.
You will give Spontigo reasonable advance notice of property closures, brand or ownership changes, PMS or website changes, or any other material change that would affect the services.
Lodging Partner grants Spontigo a limited, non-exclusive, non-transferable, royalty-free license during the term of this Agreement to use Lodging Partner’s name, logos, and trademarks (the “Lodging Marks”) solely as needed to: (a) under Full Integration, send Whitelabel Communications and operate personalized guest landing pages; (b) under either Configuration, describe Lodging Partner as a customer of Spontigo internally and on Spontigo’s website and customer lists. Spontigo will only use the Lodging Marks to the extent reasonably necessary for the selected Service Configuration.
Spontigo grants Lodging Partner a limited, non-exclusive, non-transferable, royalty-free license during the term of this Agreement to refer to Spontigo and use Spontigo’s name and logo (the “Spontigo Marks”) for the limited purpose of describing the experiences offering as an amenity available to guests of the Property and, where applicable, displaying the Website Embed as Spontigo provides it. Lodging Partner will not use the Spontigo Marks in any way that suggests Spontigo is responsible for any aspect of Lodging Partner’s lodging operations.
Each party will follow the other party’s reasonable, written brand usage guidelines, as updated from time to time. Each party retains all rights in and to its own marks, and use under this Section does not transfer any ownership.
On termination of this Agreement or the applicable Partnership Schedule, each party will promptly stop using the other party’s marks (other than incidental archival use that does not actively promote the relationship), and Lodging Partner will remove the Website Embed from its website.
Sections 5.1, 5.2, and 5.5 apply only under the Full Integration Service Configuration. Under Website Only, Lodging Partner does not transfer Guest Data to Spontigo; guest information is collected directly by Spontigo at the time of booking and is governed by the Guest Booking Terms and the Spontigo Privacy Policy.
Spontigo will use Guest Data solely to: (a) provide the services described in this Agreement; (b) send pre-arrival and stay-related communications to guests on Lodging Partner’s behalf; (c) operate, secure, and improve the Spontigo platform; and (d) comply with applicable law. Spontigo will not sell Guest Data, will not share Guest Data with non-Spontigo third parties for those parties’ own marketing, and will not use Guest Data to market unrelated services to Lodging Partner’s guests outside the experiences context.
Under Full Integration, You represent that You have the right to share Guest Data with Spontigo for the purposes contemplated by this Agreement, including any consents, notices, or contractual rights required under applicable law (such as GDPR, CCPA, or other data protection laws). You will promptly notify Spontigo of any data subject request that relates to data You have shared with Spontigo and will cooperate reasonably in responding.
Each party is responsible for its own compliance with applicable laws related to its use of guest data, including data privacy, anti-spam, and telephone marketing laws (such as CAN-SPAM, TCPA, GDPR, and CCPA). Under Full Integration, Spontigo is responsible for the content and delivery of Whitelabel Communications it sends, and Lodging Partner is responsible for the lawfulness of the underlying Guest Data and the consents on which it is shared. Under Website Only, Lodging Partner is responsible for its website’s compliance, and Spontigo is responsible for the booking flow within the Website Embed.
Spontigo will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect guest information in its possession, as further described in the Core Platform Terms.
On termination of this Agreement, at Lodging Partner’s written request and within a commercially reasonable period, Spontigo will return or delete Guest Data in its possession, except that Spontigo may retain (i) information required to fulfill bookings made before termination, (ii) backup or archival copies as part of standard backup procedures, and (iii) information needed to comply with law or to defend legal claims.
Commercial terms applicable to each Property, including any fees, revenue share, payment timing, minimums, or other commercial arrangements, are set out in the Partnership Schedule for that Property. In the absence of commercial terms in a Partnership Schedule, no fees are owed by Lodging Partner to Spontigo, and no revenue share is owed by Spontigo to Lodging Partner, in each case with respect to that Property.
Spontigo will issue any payments owed to Lodging Partner under a Partnership Schedule on the cadence stated in that Schedule, by ACH or another mutually agreed method.
In the event of a confirmed data breach involving guest information caused by Spontigo’s gross negligence or willful misconduct, Spontigo will: (a) notify Lodging Partner in writing without undue delay after confirmation; (b) cooperate reasonably in investigation and mitigation; and (c) as Lodging Partner’s sole and exclusive remedy under this Agreement (except for amounts expressly recoverable as indemnification under Section 11), credit or refund up to twelve (12) months of fees actually paid by Lodging Partner to Spontigo during the twelve months preceding the incident. Where no fees have been paid, Spontigo’s liability under this Section is limited to one hundred U.S. dollars ($100). This Section does not limit any party’s rights under applicable data breach notification laws.
This Agreement begins on the Effective Date stated in the first Partnership Schedule between the parties (or, if accepted electronically through the Spontigo partner portal, on the date of acceptance) and continues until terminated as described in this Section. Each Partnership Schedule has its own term as stated in that Schedule.
Either party may terminate this Agreement or any Partnership Schedule for convenience on thirty (30) days’ prior written notice to the other party.
Either party may terminate this Agreement or any Partnership Schedule on written notice if the other party materially breaches the Agreement or Schedule and fails to cure within thirty (30) days after receiving written notice describing the breach.
On termination of this Agreement or a Partnership Schedule:
Confidentiality obligations between the parties are governed by Section 5 of the Core Platform Terms. For clarity, Guest Data, the parties’ commercial terms, and any non-public reporting or analytics shared between the parties are Confidential Information.
Lodging Partner will maintain commercial general liability insurance in amounts and on terms consistent with industry standards for its operations. On reasonable written request from Spontigo, Lodging Partner will provide a certificate of insurance evidencing this coverage. Lodging Partner’s insurance is intended to cover its own lodging operations; it is not intended to cover Spontigo’s platform or the experiences provided by third-party Suppliers.
Each party will defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents from and against third-party claims, damages, liabilities, and reasonable expenses (including attorneys’ fees) arising out of: (a) the indemnifying party’s breach of this Agreement; (b) the indemnifying party’s violation of applicable law; or (c) the indemnifying party’s gross negligence or willful misconduct.
In addition, Lodging Partner will indemnify Spontigo for claims arising from: (i) Lodging Partner’s lodging operations and its relationship with its guests; (ii) under Full Integration, Lodging Partner’s breach of its representations regarding Guest Data and consents in Section 5.2; or (iii) misuse of the Spontigo Marks or the Website Embed.
The party seeking indemnification will give prompt written notice of the claim, reasonable cooperation (at the indemnifying party’s expense), and sole control of the defense and settlement, except that no settlement requiring an admission of liability or non-monetary action by the indemnified party may be made without that party’s consent.
Each party represents and warrants to the other that: (a) it has full corporate power and authority to enter into and perform under this Agreement; (b) the person executing or accepting this Agreement is duly authorized to do so on behalf of that party; and (c) execution and performance do not conflict with any other agreement to which it is a party.
Lodging Partner additionally represents and warrants that, under Full Integration, it has the right to share Guest Data with Spontigo for the purposes of this Agreement, and that the Lodging Marks, when used as authorized in this Agreement, will not infringe any third party’s intellectual property rights.
Neither party will make public statements that defame or disparage the other party or its products, services, or personnel. Either party may use the other party’s name and logo to identify the existence of the relationship and may publish a case study or similar marketing reference with the other party’s prior written approval, which will not be unreasonably withheld.
If Spontigo undergoes a change of control, including a merger, acquisition, sale of all or substantially all of its assets, or change in voting control, Spontigo will give Lodging Partner reasonable notice of the change. The parties will cooperate in good faith on any transition matters reasonably required to maintain continuity of services. The change of control alone does not give either party the right to terminate this Agreement, and this Agreement will continue in effect with the surviving or successor entity. This Section does not limit either party’s ordinary termination rights under Section 8.
Lodging Partner will not: (a) directly contract with Suppliers it identifies through the Spontigo platform for the same or substantially similar offering during the term and for twelve (12) months after termination, where doing so would have the effect of circumventing the Spontigo platform with respect to bookings that would otherwise occur through Spontigo; (b) replicate, reverse engineer, or build a substantially similar pre-arrival experience platform using information obtained through this Agreement; or (c) use Confidential Information of Spontigo to build or operate a competing offering.
This Agreement is non-exclusive on both sides. Either party may engage other partners and offer competing or complementary services, except as specifically set forth in a Partnership Schedule.
Provisions of the Core Platform Terms governing limitation of liability, governing law, venue, dispute resolution, class action and jury trial waivers, force majeure, assignment, severability, waiver, electronic execution, and notice apply to this Agreement to the extent not modified here. In the event of conflict between this Agreement and the Core Platform Terms with respect to the Lodging Partner relationship, this Agreement controls.
Operational notices (including notices about Guest Data feeds, scheduling, or service delivery) may be given by email to the primary operational contacts identified in the Partnership Schedule. Legal notices (including breach notices, termination notices, or notices under Sections 7, 11, or 14) must be given by email to support@spontigo.com (for Spontigo) and to the legal or executive contact email identified in the Partnership Schedule (for Lodging Partner), with delivery confirmation.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship, except that Spontigo acts as Suppliers’ authorized agent for the limited purposes described in the Core Platform Terms and the Supplier Agreement.
This Agreement, together with the Core Platform Terms and any executed or electronically accepted Partnership Schedule, is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous discussions and agreements regarding that subject matter. Spontigo may update this Agreement from time to time. Non-material changes (such as clarifications, corrections, or operational updates) take effect on notice through the partner portal or by email. Material changes (such as changes to commercial structure, restrictions, or liability) require Lodging Partner’s affirmative re-acceptance through the partner portal or otherwise in writing before they apply to that Lodging Partner. Continued use of the services after notice of a non-material change constitutes acceptance of that change. Lodging Partner amendments to property-specific terms are made through an updated Partnership Schedule.
This Agreement and any Partnership Schedule may be executed (a) by signature on the signature pages, electronically or in counterparts, or (b) by Lodging Partner’s electronic acceptance through the Spontigo partner portal. Click-through acceptance through the partner portal, by an individual representing that they are authorized to bind Lodging Partner, has the same force and effect as an ink signature for all purposes. The version of this Agreement and the Partnership Schedule presented to Lodging Partner at the time of acceptance is the version that binds the parties, and Spontigo will retain a record of the version accepted, the accepting individual’s identity, and the date and time of acceptance.