1. Definition of Terms. In addition to any other capitalized terms are defined elsewhere in this Agreement, the following terms shall have the meanings set forth below.

1.a. “Property Studio” means that branded website and proprietary computer-based service, developed, owned and operated by Big Bridge, through which Big Bridge provides on-line listing, last minute advertising, and reservation management services with respect to Rental Properties, as further described in this Agreement.

1.b. “Rental Property" means any house, apartment, hotel, unit, apartment block, or other accommodation building or otherwise occupied by any Customers, including the accommodation premises, swimming pool(s), ancillary building(s), annex(es), all contents, fixtures and fittings, grounds, facilities and services (both inside and outside) available or accessible to any Customers and offered for rent by You on the Websites.

1.c. “The Website” and “the Websites” mean “Property Studio”, those websites currently branded as “Big Bridge Travel,” “Big Bridge Last Minute Travel” and “GoGoVR”, as well as other websites owned or operated by Big Bridge or other third parties with whom Big Bridge has established an affiliate or partnership agreement, through which You may list Rental Properties, process bookings and process payments received from Customers under this Agreement.

1.d. "Customer(s)" means any and all person(s) who book the Rental Property.

1.e. “The System” means the online software solution incorporated into Property Studio.

1.f. “Membership Type” means the level of service provided by Big Bridge through The System as currently branded as “Listing Only”, “Premium” and “Premium Trial” services.

1.g. “Customer’s Funds” are monies collected by You from Your Customers.

1.h. “Big Bridge Travel” is a branded website owned and operated by Big Bridge that advertises qualified Rental Properties.

1.i. “Last Minute Advertising” is an option set by You in the System for automatically listing your Rental Properties on the Last Minute Travel Network if the discount parameters defined by You in the System have been met.

1.j. “Last Minute Travel Network” is a distribution system owned and operated by Big Bridge that advertises Last Minute specials for travel within the next 45 days on Big Bridge websites and other third party web sites with whom Big Bridge has established an affiliate or partnership agreement for publishing qualified last minute deals.

1.k. “Last Minute Booking(s)” means any reservation that results from Last Minute Advertising on the Last Minute Travel Network.

1.l. “Last Minute Day(s)” means any day rented on a reservation that results from Last Minute Advertising on the Last Minute Travel Network.

1.m. “Regular Booking(s)” means any confirmed reservation not consisting of Last Minute Days.

1.n. “Messaging Platform” is part of the Property Studio application used to facilitate online communication between You and Your Customers.

2. Big Bridge Services

2.a. Subject to Your compliance with the terms of this Agreement and performance of Your obligations hereunder, Big Bridge will provide the following services through Property Studio:

• List on one or more of the Websites details of the Rental Properties You provided, including photos and descriptions, pricing, discount parameters, house and arrival information, availability, rental and cancellation policies;
• Enable an online booking process for those Rental Properties, process inquiries from Customers, and accept, confirm, amend, and cancel reservations; and
• Receive, log and confirm payments, and communicate with Your Customers via a custom e-mail interface.

2.b. Big Bridge may modify, for formatting and presentation purposes, photos and other materials you provide pertaining to the Rental Properties. Big Bridge has the sole right to approve any text or photographs that are submitted to it, and will have no liability to You if it determines in its discretion not to include on the Websites materials that You submit to Big Bridge. Big Bridge reserves the right to refuse hypertext links to, or addresses of, other websites that may be included within the materials You submit, and to remove links and/or web addresses without notice in its sole discretion. Big Bridge reserves the right to charge for hypertext links that it does consent to include with respect to any listing at any time.

2.c. After set-up of the Rental Property for listing on the Websites is complete, Big Bridge will advertise Your Rental Property on the Big Bridge Travel Network in accordance with the following terms:

• Your Rental Property will be listed on the Last Minute Travel Network as long as the set up for Your Rental Property is complete and up to date, you comply with all other all listing requirements set forth in this Agreement and your right to list the Rental Property on the Last Minute Travel Network is not otherwise terminated. For Premium and Premium Trial members, no service fees or commissions apply on Regular bookings; service fees are applied only to bookings generated as a result of Big Bridge Last Minute Advertising through the Last Minute Travel Network.
• Unless You otherwise specify in accordance with this Section, the System will automatically list Your Rental Property on the Last Minute Travel Network when that property has un-booked days that meet the Last Minute parameters You define in the System during the set-up of that Rental Property. Premium and Premium Trial members may choose to turn Last Minute advertising “ON” or “OFF” for each Rental Property. All Last Minute reservations generated through the Last Minute Travel Network are subject to a service fee.

2.d. You are responsible for collecting payments from Customers for the Rental Property(s). You agree that Big Bridge may add a non-refundable “Last Minute Service” fee to bookings generated through the Last Minute Travel Network for you to collect from Customers, as part of the total service fee owed by You to Big Bridge. Customers will be instructed by Big Bridge to pay You directly for Last Minute reservations within 24 hours of the reservation date unless payment terms are otherwise defined by You in The System.

2.e. Big Bridge will inform You of any reservation request or inquiry made with respect to the Rental Property.

2.f. Big Bridge will provide You with an online account so that You can view your account balance and all service fees incurred pursuant to Section 3 of this Agreement, view and manage reservations for Rental Properties and contact Customers by e-mail. Use of the online account will be subject to Your compliance with the terms of this Agreement, Your Membership Type and Big Bridge’s policies.

2.g. Big Bridge will provide Your Customers with an online account to view reservations, make payment (if You have an authorized PayPal account setup in The System for integrated payment processing), and communicate with You online through the Big Bridge Messaging Platform.

3. Service Fees

3.a. You agree to pay Big Bridge a service fee for all bookings generated through the Last Minute Travel Network. The service fee payable will be at the rate published on the Big Bridge website at the time Your Property Studio account was opened. Big Bridge reserves the right to change its service fees at any time by revising the Schedule, provided that such changes will become effective 30 days after Big Bridge publishes notice of those changes on the Websites, and not be applied to confirmed bookings retroactively.

3.b. The service fee is shared between You and Your Customer. The Customer’s portion of this fee, also referred to as a “Last Minute Service” fee, is automatically added to the Customer’s invoice when You create a reservation in The System. You agree to collect this fee from the Customer and remit it, along with your portion of the service fee, otherwise referred to as the “Finder’s Fee”, to Big Bridge.

3.c. Big Bridge will be entitled to payment of the service fee when a Last Minute booking is accepted by You when you create a reservation in The System, as a result of an inquiry or reservation request received through the Last Minute Travel Network.

3.d. You acknowledge that any Big Bridge service fees incurred on bookings generated through the Big Bridge Last Minute Network are non-refundable.

3.e. Last Minute service fees to be collected by You from the Customer will be itemized on the reservation invoice in the currency type used for room charges (as determined by the currency type You define in the published rate schedule for the Rental Property). The conversion rate for the Last Minute Service fee to non-USD (United States Dollars) is determined using the currency exchange rates published by finance.yahoo.com, which is updated daily in The System. Regardless of the currency type You use to collect funds from the Customer, You acknowledge and agree that all service fees owed by You to Big Bridge are payable in USD (United States Dollars).

3.f. Service fees owed to Big Bridge are billed to You on a monthly basis by email. Full payment is due by credit card or PayPal upon receipt of the invoice.

4. Your Representations and Covenants Regarding Rental Properties

4.a. You represent and agree that you have, and at all times covered by any rental to a Customer that you obtain through one of the Websites will have, the right and authority to rent all Rental Properties you list, book and/or process through Property Studio. You represent that you either have obtained, or will have obtained at the time of rental of the Rental Properties, the consent of all owners, tenants and other persons whose permission is necessary to allow for a Customer to be the sole occupant of, and have sole use and enjoyment of, the Rental Property during the period for which the Customer has contracted to rent it.

4.b. You represent that you have authority to enter into this Agreement and to perform your obligations under this Agreement.

4.c. You represent and agree that You hold, and will at all times maintain, all necessary licenses, consents and permissions required under applicable law to rent the Rental Properties to Customers for their personal use.

4.d. You agree that you will use your best efforts to make the Rental Properties available for rental at all times for which a Customer has agreed to rent such Rental Property. If a Rental Property becomes unavailable after a Customer has booked it, you will provide notice of that unavailability to the Customer and to Big Bridge as promptly as possible, but in no event later than 24 hours after you become aware that the Rental Property is unavailable. You acknowledge that Big Bridge may terminate your right to list Rental Properties if it determines that cancellations of bookings is a result of a repeated pattern of cancellations by You, is done in bad faith or is likely to result in Customer dissatisfaction with Big Bridge.

4.e. You represent and agree that all persons you designate or hire (whether or not you employ them) to assist in the rental and maintenance of all Rental Properties will be appropriately qualified, experienced and capable of competently performing the work or jobs for which they are requested or required to perform.

4.f. You agree that you will maintain all Rental Properties in good and clean condition, in full working order and safe for occupation and use.

4.g. You represent and agree that all Rental Properties comply, and will at all times comply, in full with all applicable national, local, trade and other laws, regulations and codes of practice relating to cleanliness, fire, safety and other standards for those using those Rental Properties.You represent and agree that You have, and will at all times maintain in force, the appropriate current permits and certificates confirming such compliance if applicable.

4.h. You represent and agree that all descriptions and other information You provide regarding the Rental Properties, reservation and cancellation policies, and other terms of rental will be accurate and not misleading. You agree that the photographs and other materials you submit with respect to any Rental Property accurately and fairly represents the subject of the photograph and that Rental Property and have not been altered in any manner that would mislead a Customer regarding the Rental Property, its availability or the terms under which it may be rented. If You provide any guest recommendations in the listing of any Rental Property, You agree that such comments will be genuine and from a bona fide Customer. You agree that You will provide Big Bridge with an e-mail and telephone number of any Customer who provides a recommendation that is included in the listing.

5. System Usage, Set Up and Handling Customers

You agree that:

5.a. You are responsible for the initial uploading of the descriptive details, prices and all other information relating to the Rental Property into Property Studio and at all times thereafter maintaining, checking and amending (if applicable) the same.

5.b. You are responsible for uploading the correct pricing, Last Minute discount rules and payment terms into Property Studio that are applicable to all reservations for the Rental Property. You will be responsible for checking that the System settings you have chosen work as you intend. You will check that any booking request presented to you is correctly priced before accepting it. You will insure the rental terms and cancellation policies You enter for each Rental Property are clear and up to date at all times.

5.c. You are responsible for the accuracy, legality, currency and compliance of any and all information (including written and pictorial descriptions) contained in your listing. You will be solely liable for false, misleading, inaccurate, infringing or other actionable material contained or referred to therein.

5.d. If you are not using Property Studio exclusively for processing all your bookings, You will regularly and promptly update the dates on which the Rental Property is shown as available for rent using the System.

5.e. If You choose to turn “ON” Last Minute Advertising, You agree to honor the discounts Big Bridge advertises as long as they accurately reflect the discounting rules defined by you in Property Studio. If You are a Premium or Premium Trial member and you wish to cancel Last Minute Advertising at any time, You agree that it is your sole responsibility to turn this feature “OFF” in Property Studio and that Big Bridge will not be responsible for doing so.

5.f. To allow Big Bridge to maintain the integrity of the Last Minute Booking process, You agree to use the Messaging Platform provided by Big Bridge for all Customer communications until the reservation is entered by You into the System. You further agree not to provide the Customer with alternative methods to contact you by phone, fax, e-mail or any other communication medium until the reservation has been created by You in The System. You understand that Big Bridge reserves the right to periodically monitor message content sent through the System as a means to insure there is not breach of this or any other part of the Agreement.

5.g. You agree to respond promptly and efficiently to any inquiries from Customers regarding the Rental Property and/or any reservation request whether received before or after reservations have been confirmed.

5.h. You agree to notify Customers promptly of any alterations, adjustments or amendments to Rental Property details both before and after bookings have been confirmed. Big Bridge reserves the right to reimburse Last Minute service fees to Customers on your behalf if the Rental Property is unavailable or materially different from how it is displayed on the Websites.

5.i. You agree to promptly handle any complaints received from Customers, whether passed onto You by Big Bridge or received directly from Customers, and respond to the same directly to the Customers concerned within a reasonable period of time.

5.j. You agree to permit Big Bridge to provide Customers with the opportunity to donate funds, at their discretion, to deserving non-profit organizations during the online reservation process.

5.k. You agree that all rental contracts into which you enter with Customers will provide that their sole recourse for any breach of contract, tort or other claim arising out of their rental, occupancy or other use of the Rental Property (including any inability to rent, occupy or use the Rental Property) will be solely against You, not Big Bridge.

6. Changes and Cancellations

6.a. You will be solely responsible for processing cancellations and determining any refunds due based on Your cancellation policy. You acknowledge that any Big Bridge service fees incurred on bookings generated through the Big Bridge Last Minute Network are non-refundable; You may wish to include this in Your cancellation policy for Last Minute Bookings.

6.b. Big Bridge accepts no responsibility whatsoever for non-payment by any Customer.

6.c. If You cancel a Customer’s booking, Big Bridge may, but will not be obligated to, assist the Customer in finding an alternate property. You acknowledge that, except as otherwise set out in this Agreement, You will accept full responsibility for all losses, claims and expenses incurred or suffered by a Customer arising out of your cancellation or effective cancellation of the booking and that Big Bridge will have no responsibility or liability to the Customer for such cancellation.

6.d. If You cancel, or the Customer cancels, a Last Minute Booking for whatever reason, Big Bridge will still be entitled to its service fee on the full value of the Last Minute booking. The service fee amount will be noted as amounts owed to Big Bridge on your account and Big Bridge will be entitled to deduct these and any other fees incurred by Big Bridge from any payments of funds or credits Big Bridge may owe to You. If there are no payments Big Bridge is otherwise obligated to forward to you during the next 30 days, or if the total payments to be forwarded to You are less than the service fee payments you owe to Big Bridge, Big Bridge may in its discretion invoice you for the balance owing. Such amount will be payable upon receipt of the invoice.

7. Refunds and Charge Backs

7.a. You agree that Big Bridge will have no liability to You as a result of Your obligation or decision to refund any amount of the funds collected by You to the Customer.

7.b. You agree that if You intend to recover any funds to which you believe You are entitled from a Customer, Your sole recourse for recovery of those funds will be against the Customer, not Big Bridge.

8. System Performance and Outages

• a. Big Bridge agrees to make commercially reasonable efforts to maintain its computer systems to allow You and other users to use and access Property Studio and the other Websites 24 hours per day, seven days per week. You understand that Big Bridge may make Property Studio and the other Websites unavailable for periods of time to perform maintenance and upgrades to these systems. Big Bridge will use commercially reasonable efforts to notify You of any scheduled service interruption by placing an announcement on one or more of its Websites no later than one day prior to the scheduled date of service.
• b. The foregoing notwithstanding, Big Bridge does not warrant that its computer systems will operate at all times or that unscheduled service interruptions will not occur. The operation and performance of these computer systems is subject in part to factors beyond Big Bridge’s control, such as power outages, equipment failures, general Internet service disruptions, problems experienced by service providers to Big Bridge, attacks on Big Bridge’s computer systems by viruses, worms, Trojan Horses and other malware, and natural phenomena, which may make the Websites unavailable for a period of time. Big Bridge’s liability for any unscheduled service interruption shall not exceed the amount set forth in Section9.c.

9. Limitations on Liability. You acknowledge and agree to the following:

9.a. All Customers who make a reservation for Your Rental Property will have a contract directly with you, not with Big Bridge. Big Bridge will not be a principal or be in any way liable for any failure on your part to perform your obligations to any Customer with respect to the Rental Property.

9.b. Nothing in this Agreement shall impose any obligation on Big Bridge to manage Your Rental Property or become liable to any Customer in any way whatsoever for accepting any bookings on your behalf.

9.c. If You incur any loss or damage, whatsoever or howsoever caused, arising directly or indirectly out of Big Bridge’s performance or alleged failure to perform under this Agreement, including any failure of the System, its use, application, support or otherwise, and such damage is not disclaimed or limited by operation of any other provision of this Agreement, Big Bridge’s monetary liability shall not exceed the greater of $100 or the commissions and other fees you paid to Big Bridge during the two months prior to the date on which that loss occurred. Under no circumstances will Big Bridge be liable for any incidental or consequential damages of any kind, including loss of profit or goodwill, that You may incur as a result the actions or omissions of Big Bridge except to the extent to which it is unlawful to exclude such liability.

9.d. Unless any of the following is due solely to a technical failure of the System or the willful misconduct or gross negligence of Big Bridge, Big Bridge will not be liable for any claims, costs, losses, liabilities or damages of any kind incurred or suffered by any You or any Customer as a result of any of the following:

• Inaccurate availability dates for any Rental Property that appear on the Websites; or
• Inaccurate pricing on any bookings appearing on the Websites where You have accepted the booking request.

9.e. Big Bridge will have no liability for any loss or damage resulting from the design or positioning of the copy, content and/or photographs or any change Big Bridge makes in accordance with Section 2.b to any content, photograph or copy submitted by You with respect to any Rental Property.

10. Indemnification.

10.a. You agree to indemnify and hold Big Bridge and its directors, officers, employees and agents harmless for all claims, costs, liabilities and damages (including attorneys fees) which Big Bridge incurs or suffers as a result, directly or indirectly of: (i) any breach of any representation and warranty by You in this Agreement; (ii) any claim that arises out of any matter for which Big Bridge disclaims any liability under this Agreement, including those described in Section 6.c. or Section 9; (iii) Your improper use of any information posted on or through the System (including to any Customers); or (iv) any other breach of this Agreement and/or any other agreement by You and/or any act(s) and/or default(s) of yours and/or any person(s) provided or used (directly or indirectly) by You (including your employees, agents, suppliers and sub-contractors).

10.b. Big Bridge may, in its discretion, require that you conduct at your expense the defense of any action for which Big Bridge may be indemnified pursuant to this Section 9.e. If Big Bridge notifies You that You are to conduct the defense, Big Bridge will provide you with copies of pleadings and other documents pertaining to the claim asserted against it. You will not enter into any settlement agreement or stipulate to the resolution of any claim that would require Big Bridge to incur any monetary liability or would restrict its right to conduct its business in any way.

11. Access to System/Termination. Big Bridge will list Your Rental Properties on the Websites and provide the other services set forth in Section 2 at all times until this Agreement is terminated as provided in Section d, except that Big Bridge may immediately discontinue listing any or all of Your Rental Properties at any time and providing these services under any of the following circumstances:

11.a. Big Bridge determines in good faith that the details of any of Your Rental Properties or the settings you have made with respect to such Rental Property on the System are in any way misleading, confusing or will lead to complaint or error in the booking process;

11.b. You attempt to promote another website or enter an e-mail address, phone number or other form of communication in the descriptive area of any of the Websites;

11.c. Big Bridge determines in good faith that information in the descriptive area of the Websites with respect to Your Rental Property is in breach of copyright or other intellectual property rights of another person; or

11.d. Big Bridge determines in good faith that information You provide to Big Bridge is or may be fraudulent, offensive, or misleading.

12. Term of Agreement – Termination. This Agreement shall enter into effect upon Your agreement to its terms and shall continue indefinitely until terminated in the manner set forth below:

12.a. Big Bridge may terminate this Agreement at any time as a result of Your material breach of this Agreement or any other grounds set forth in this Agreement that permit Big Bridge to discontinue listing Your Rental Property and providing the other services described in this Agreement. If Big Bridge intends to terminate this Agreement under this Section, it shall provide you with notice of the proposed termination and a statement of the reasons therefor. If You fail to cure that breach within five business days (or such longer period as Big Bridge may designate in writing), Big Bridge may terminate this Agreement upon notice to you.

12.b. In addition to the circumstances described in Section 12.a, either party may terminate this Agreement at any time in its discretion upon 60 days notice to the other party.

12.c. Upon the termination of this Agreement, the following will apply:

• Big Bridge will cease listing all of Your Rental Properties and remove them from the System, thereby removing the ability to enter reservations or accept payments for any and all Rental Property reservations.

12.d. Except as set forth in this Section 12, all provisions of this Agreement shall survive the termination of this Agreement.

13. Customer Details

You acknowledge that Big Bridge is entitled to use Customers’ personal information and other details in any of the ways and for any of the purposes set forth in Big Bridge’s Privacy Statement, which is located on the Websites, or as otherwise permitted by law. You also acknowledge that this will be the case regardless of whether Big Bridge obtained the details in question from the Customer directly or from You.

14. Proprietary Rights

14.a. You acknowledge that any and all of the copyright, trademarks, trade names, patents, domain name and other intellectual property rights created, developed, subsisting, incorporated or used in or in connection with Property Studio are and shall remain the sole property of Big Bridge. Nothing in this Agreement or the performance of the parties hereunder will constitute a transfer of any rights or the grant of any license to you in any such intellectual property other than a limited license right to access and use Property Studio. Big Bridge will be the sole owner of all inventions, designs, writings, trademarks and trade secrets which it develops, whether by itself or jointly with others – including You – which it incorporates into Property Studio and other Websites in the future, and You will have no rights with respect to any of the same except for a limited license to access and use Property Studio in accordance with this Agreement unless you and Big Bridge agree otherwise in writing.

14.b. You represent and warrant that, with respect to any photographs and written materials related to the Rental Property that You submit for listing on the Websites, You either own all copyrights and other intellectual property rights in such photographs and other materials or, if you do not own them, You have obtained a license from the owner to display those materials on the Websites for the purpose of listing the Rental Property and to grant Big Bridge the rights set forth in Section 2.b. with respect to those materials. You represent that you have obtained the consent to display the likeness of any persons in photographs and names of persons you include in any other materials that you submit to Big Bridge for the purposes set forth in this paragraph. As between You and Big Bridge, You will be solely responsible for the payment of any royalties, share of profits or other fees to the owner of any such materials and persons whose name and/or likeness is set forth in any such materials.

14.c. You grant to Big Bridge a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free, transferable and fully paid-up license to display, use, reproduce, edit and create derivative works based upon the photographs and other materials You submit for listing Your Rental Property on the Websites and to allow Big Bridge to perform the services set forth in this Agreement with respect to the Rental Property. Without limiting the foregoing, you grant Big Bridge permission to use the photographs and other materials to promote Big Bridge’s products and services. If You or Big Bridge becomes aware that any person is downloading, copying, displaying or otherwise using the photographs and other materials displayed on the Websites without authorization from Big Bridge, You agree to assign all copyrights to Big Bridge in such materials to allow Big Bridge to take such legal action as it deems appropriate to protect such materials.

15. Governing Law/ Exclusive Forum

This Agreement shall be governed by and construed under the internal laws of the State of California, excluding any conflicts of laws principles of that state that would apply the laws of any other jurisdiction. Any action brought by either party that pertains to this Agreement or arises out of transactions contemplated in this Agreement will be brought exclusively in the California State Courts in the County of San Francisco, California or the Federal Courts for the Northern District of California, although a judgment rendered by such court may be enforced by any court of competent jurisdiction. Each party waives all objections it might otherwise have to the bringing of an action in such court on the basis of lack of personal jurisdiction, improper venue or forum non conveniens.

16. Notices. All notices to be given to a party under this Agreement shall be in writing. Notices shall be given and delivered by any of the following means: (i) personally by hand delivery; (ii) via recognized overnight courier (such as Federal Express, DHL or Airborne Express) with delivery charges paid by the sender; or (iii) by first class mail, postage prepaid. Notices may also be given via e-mail provided that a confirmation copy of that notice is sent by one of the means described in the previous sentence. Notices that are properly addressed shall be deemed delivered and received upon actual receipt if delivered by hand, one business day after deposit with the overnight courier and two business days after deposit in the U.S. mail. Notices delivered via e-mail shall be deemed delivered when sent, provided that confirmation notice is issued no later than two business days thereafter. Notices to Big Bridge shall be directed to the address that Big Bridge places on the Website for delivery of notices. Big Bridge will alert You of any changes to that address by making corresponding changes to that address on the Website. Notices to you will be addressed to the address You provided to Big Bridge when you set up your account. You agree to promptly notify Big Bridge of any change in Your address by any of the means set forth in this Section 16.

17. Entire Agreement. This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether oral or written, with respect to that subject matter.

18. Amendments

Big Bridge may amend this Agreement at any time in its discretion by posting a notice of an amendment to this Agreement on the Website. Such amendments will enter into effect 30 days after posting unless Big Bridge specifies in the notice of amendment that the amendment is to become effective on a later date specified by Big Bridge. If You are dissatisfied with any amendment that Big Bridge is implementing, Your sole recourse will be to terminate this Agreement.

19. Rules of Construction

19.a. Except where the term “business days” is used, all references to “days” in this Agreement shall mean calendar days. “Business days” shall mean any day other than a weekend day or a federal holiday on which banks in San Francisco, California are authorized to remain closed. If the day on which any notice or action is otherwise due or required to be taken falls on a day other than a business day, then that notice or action shall be due or be required to be taken on the first business day thereafter.

19.b. For the purposes of this Agreement, the word “including” will mean “including but not limited to.”

19.d. Whenever the singular number is used herein, the same shall include the plural, as appropriate; and the neuter, masculine and feminine genders shall include each other, as appropriate.