Property Management & Automation Services Agreement

This Property Management & Automation Services Agreement (the "Agreement") is entered into as of __________ (the "Effective Date") between Stardrive Inc. (d/b/a StayPilot) ("Manager") and __________ ("Owner") regarding the property at __________ (the "Property").

1. Appointment and Scope

1.1 Owner appoints Manager as Owner's limited agent solely to perform the Coordination Services in Section 2 for the Property. Manager accepts the appointment on the terms of this Agreement.

1.2 Manager is a coordination and communications platform. Manager does not own, lease, possess, occupy, insure, maintain, or repair the Property, and does not assume any duty of an owner, landlord, innkeeper, or occupier of the Property.

2. Coordination Services

Manager will, using automated systems and human oversight: (a) list and synchronize the Property on booking channels designated by Owner; (b) manage reservation intake, guest screening, guest communications, and rental agreements; (c) schedule and coordinate cleaning, turnover, and maintenance vendors selected from Owner-approved or Manager-vetted lists; (d) manage smart-lock access codes; (e) collect rents, fees, and deposits into a trust account for Owner's benefit; (f) prepare owner statements; and (g) escalate matters requiring Owner decisions per the approval thresholds in Schedule A.

3. Owner Financial Responsibility — No Advances

3.1 Owner bears 100% of the costs of owning and operating the Property, including without limitation: repairs, maintenance, replacements, utilities, insurance, taxes, HOA/condo charges, licensing and registration fees, cleaning supplies, guest refunds and compensation attributable to Property conditions, and vendor invoices.

3.2 Manager never advances, lends, or contributes its own funds toward Property expenses. All expenses are paid exclusively from: (i) the Reserve (Section 4); (ii) Owner's rental revenue held in trust; (iii) guest payments or security deposits where properly chargeable; or (iv) funds Owner remits on request. If no such funds are available, Manager's sole obligation is to notify Owner and pause the affected work.

3.3 Spending authorization. Manager may authorize on Owner's behalf, and charge to Owner: (a) emergency expenses up to the Emergency Limit in Schedule A (default $300) where delay risks property damage, guest safety, or habitability; and (b) any expense Owner approves through the platform, by electronic message, or by phone (confirmed in writing). All other expenses require Owner's prior approval. Owner's failure to respond to an approval request within 72 hours permits Manager to decline the work without liability.

3.4 Guest refunds and compensation arising from Property conditions (e.g., equipment failure, habitability issues) are Owner expenses, deducted from Owner revenue. Manager will apply the refund policies in Schedule A and document every refund decision.

4. Reserve

Owner will fund and maintain a maintenance reserve of $________ (default $500). Manager may draw on the Reserve for authorized expenses and will replenish it from Owner's rental proceeds before payouts. If the Reserve and pending revenue are insufficient for an authorized expense, Owner will remit the shortfall within 7 days of notice.

5. Trust Accounting; Fees

5.1 All rents, fees, and deposits collected for the Property are held in a segregated trust account and are not commingled with Manager's operating funds.

5.2 Manager's compensation is: ____% of gross booking revenue (default 18%), plus fees listed in Schedule B, deducted from collected revenue before owner payouts. Manager has no obligation to perform services for any period in which its fees cannot be paid from collected revenue.

6. Automated Operations; Owner Consent

Owner acknowledges and consents that Manager delivers services through automated and AI-assisted systems that will, within the policies configured in the platform (the "Policies," current versions visible to Owner at all times): send and respond to guest communications; issue, revoke, and schedule access codes; select and dispatch vendors; authorize emergency expenses within limits; issue refunds within limits; and escalate everything else to humans. Owner may adjust Owner-configurable Policies at any time; changes apply prospectively. The platform's audit log is the authoritative record of automated actions.

7. Owner Obligations

Owner will: (a) keep the Property legally rentable — including all required licenses, registrations, and tax accounts for short-term rental at the Property's location — and comply with HOA/condo rules; (b) maintain the Property in safe, habitable, code-compliant condition; (c) maintain property, liability, and short-term-rental insurance naming Manager as additional insured, with minimum liability limits of $1,000,000 per occurrence; (d) disclose known defects and hazards; (e) keep smart locks, safety equipment (smoke/CO detectors, pool barriers), and utilities functional; and (f) respond to approval requests promptly.

8. Vendors Are Independent Contractors

Cleaners, maintenance vendors, and other service providers are independent contractors engaged for Owner's account, not employees or agents of Manager. Manager's role is limited to coordination and reasonable vetting (license/insurance attestation collection). Manager does not supervise means and methods of vendor work and is not responsible for vendor acts, omissions, workmanship, or pricing. Vendor warranties run to Owner.

9. Indemnification

9.1 By Owner. Owner will defend, indemnify, and hold harmless Manager and its officers, employees, and affiliates from and against all claims, damages, losses, fines, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the condition, maintenance, or habitability of the Property; (b) personal injury or property damage occurring at the Property; (c) Owner's breach of this Agreement or violation of law (including licensing, tax, HOA, and short-term-rental regulations); (d) acts or omissions of vendors performing work at the Property; and (e) claims by guests relating to the Property or their stay — except, in each case, to the extent caused by Manager's gross negligence or willful misconduct.

9.2 By Manager. Manager will indemnify Owner against third-party claims to the extent caused by Manager's gross negligence or willful misconduct in performing the Coordination Services.

10. Limitation of Liability

10.1 Manager's total aggregate liability under this Agreement is capped at the management fees Manager actually received from Owner in the six (6) months preceding the claim.

10.2 Neither party is liable for indirect, incidental, consequential, special, or punitive damages, or lost profits/revenue, however arising.

10.3 Manager is not liable for: booking-channel actions or outages; smart-lock or third-party device failures; vendor performance; guest conduct or criminal acts; force majeure; or losses avoidable by insurance Owner is required to carry. Nothing in this Section limits liability that cannot be limited under applicable law.

11. Term and Termination

Initial term of 12 months, then month-to-month. Either party may terminate on 30 days' written notice; Manager may terminate immediately if Owner's account remains unfunded 14+ days, the Property becomes unsafe or unlawful to rent, or Owner materially breaches. On termination Manager will: honor or transfer confirmed reservations as Owner directs, return Reserve balances after settling authorized expenses, and provide final statements within 30 days.

12. General

Governing law: Florida. Venue: Sarasota County. Disputes resolved by binding arbitration (AAA commercial rules) except either party may seek injunctive relief in court; class actions waived. Entire agreement; amendments in writing (electronic acceptance suffices); notices via the platform or email; assignment by Manager to an affiliate or successor permitted; severability applies. If any exculpatory or indemnification provision is held unenforceable, it is to be enforced to the maximum extent permitted.

Schedule A — Authorization Thresholds & Policies (emergency limit $300; owner approval threshold $____; refund authority $75; two estimates above $1,000; current platform Policies incorporated by reference)

Schedule B — Fee Schedule