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Hotel Partner Site Registration (Step 1 of 3)

InformedTravel.com Hotel Partner Agreement View Printable Form    INFORMEDTRAVEL.COM, INC. PARTNER AGREEMENT 1809 E. Broadway St., Suite 337, Oviedo, FL 32765 Facsimile: (801) 697-3000 This Partner Agreement (“Agreement”) is made and entered into as of the _____ day of ____________, 2009, between InformedTravel.com, Inc., a Florida corporation (“ITC”), and the Customer listed below (“Customer”) (each, a “Party,” collectively, the “Parties”). CUSTOMER INFORMATION Customer: ____________________________________ Address: ____________________________________ ____________________________________ ____________________________________ ____________________________________ Phone: ____________________________________ Fax: ____________________________________ Billing contact: ____________________________________ Title: ____________________________________ Linked URLs (continue on additional sheet if necessary): ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ BACKGROUND WHEREAS, ITC provides on-line travel information and booking services (“Reservation Services”) and maintains and licenses from third parties databases (“Databases”) of information relating to hotels; and WHEREAS, Customer desires to extend to its end-users (the “End Users”) access to the Reservation Services through the following: (i) a link (the “Link”) to a web site (the “Web Site”) hosted by ITC. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: AGREEMENT 1. Reservation Services. Subject to the terms and conditions contained in this Agreement, and solely for purposes providing End users with access to the Databases, Retrieved Data and Reservation Services to make or cancel reservations through a Web Page, ITC hereby grants the Customer a nontransferable, limited license to display the Link and use the Interface and related documentation. The Reservation Services are more particularly detailed in Exhibits A through G attached hereto and incorporated herein by this reference. The Reservation Services may be updated by ITC from time to time. All reservations requested by the End Users are subject to acceptance by ITC in accordance with ITC’s policies in effect from time to time. 2. Web Pages. The term “Web Page” shall mean each of the web pages of Customer corresponding to the Uniform Resource Locator (“URL”) listed in the “Customer Information” section above. Customer agrees to promptly notify ITC in writing of any change of such URLs. 3. Customization. The Web Site may be accessed by End Users through the Link and shall consist of custom web pages addressable as a separate directory under the URL www.informedtravel.com <http://www.informedtravel.com> or such other URLs that ITC may establish from time to time. ITC will make the Web Site and Link available within 30 business days of the date of ITC’s receipt of Customer’s application. 4. Compensation. In exchange for Customer including the Link, ITC shall pay Customer the compensation specified in Exhibit A. All compensation due to Customer shall be as set forth on Exhibit A. All commissions due to Customer shall be paid by ITC the month following the month in which such commissions are received by ITC. Compensation shall be paid monthly for accrued commissions totaling $25.00 US Dollars or more. Accrued commissions totaling less than $25.00 USD shall carry over to the following month’s payment period or until such time accrued commissions total at least $25.00 USD. Payment shall be made in US Dollars by ITC company check and sent by regular mail. ITC makes no guarantee as to the amount of commissions that may be generated hereunder. 5. Marketing. The Customer agrees to place links and promote the Web Site as described to the Customer. 6. Use of ITC’s Intellectual Property. The use by Customer of any of ITC’s names, logos, trademarks, service marks or other intellectual property in any manner not expressly permitted herein is prohibited unless otherwise approved in writing in advance by ITC. ITC does not grant any right to license, use, lease, sell, or otherwise transfer the Link, Interface (or related documentation), Web Site, Databases, Retrieved Data or Reservation Services other than as expressly provided herein. With the sole exception of any artwork, marks, content or other intellectual property provided by Customer to ITC for inclusion on the Web Site, all rights, title, and interest, including, without limitation, any and all copyright, patent, trade secret, trademark and other intellectual property rights in and to the Link, Web Site, Databases, Retrieved Data, Interface (and related documentation) and the Reservation Services under United States law and any foreign laws shall remain in ITC or its respective owner or supplier where applicable. Customer agrees not to copy, download, hyperlink, frame, or in any manner use, reproduce or redistribute in whole or in part any part of the Web Site, Databases, Retrieved Data or any of the licensed items hereunder except as otherwise specifically permitted herein. Without limiting the generality of the foregoing, Customer agrees not to modify the substance of any Retrieved Data; provided, however, that Customer may modify the presentation of the Retrieved Data solely for placement on Customer’s Web Pages and in a manner that is consistent with this Agreement. Customer acknowledges and agrees that in addition to any other right ITC may have at equity or law, ITC shall be entitled to petition for an injunction to prevent any unauthorized use by Customer of the Web Site, Databases, Link, Interface, Retrieved Data or any intellectual property or proprietary information of ITC. Customer shall reimburse ITC for all costs and expenses of enforcing this section including reasonable attorneys’ fees. 7. ITC’s Use of Customer’s Intellectual Property. Customer grants ITC a license to use Customer’s name as a client reference in ITC’s advertising or marketing promotional materials. Customer grants ITC permission to display on the Web Site Customer’s trademarks, service marks, copyright materials and any other content provided by it to ITC for inclusion on the Web Site. Customer shall have the exclusive right to sell banner advertising on the Web Site. 8. No Offensive Content. Customer’s Web Site shall not contain any content that relates to the use of any illegal substances or that is immoral, libelous, defamatory, obscene, pornographic, overly violent or otherwise offensive in ITC’s sole discretion (“Offensive Content”) 9. Term. Unless sooner terminated in accordance with the terms set forth in this Agreement, the term of this Agreement shall begin as of the date hereof and shall continue for a period of one year. The term of this Agreement shall be automatically renewed for successive periods of one year each unless terminated by either party at least 30 days before the end of the initial term or any successive term thereafter. ITC reserves the right to terminate access to all or any portion of the Reservation Services immediately and without prior notice upon termination of any agreement with ITC’s vendors. Further, ITC reserves the right to terminate access to all or any portion of the Reservation Services and the licenses granted herein immediately and without prior notice in the event that Customer’s web site is deemed by ITC to contain Offensive Content or content that infringes the intellectual property rights of third parties, or if Customer uses the Interface, Retrieved Data, Databases or Reservation Services for purposes deemed to be improper by ITC. 10. Material Breach. In addition to the provisions authorizing termination hereunder, either Party will have the right to terminate this Agreement after a material breach of the Agreement by the other Party which breach has not been cured thirty (30) days after the date that the terminating Party has provided written notice to the other Party of the breach. 11. Representations and Warranties. ITC represents and warrants to customer that ITC has the right to enter into this Agreement. Customer represents and warrants that it owns or possesses all rights to use, display or distribute any and all of the materials, content, designs, marks or the like to be provided to ITC for inclusion in the Web Site. Customer further represents and warrants that it shall maintain in good standing all such rights during the term of the Agreement. 12. Indemnification. Customer agrees to indemnify ITC, its parents, subsidiaries, affiliates and suppliers and their successors and assigns against and hold them harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, resulting directly or indirectly from: (a) breach of any representation or warranty, covenant or provision contained in this Agreement or in ITC’s applicable published policies, (b) violation by Customer of any applicable law, rule or regulation, (c) any misrepresentation by Customer to the End Users relating to any Reservation Services, (d) improper use or application of any mark of ITC, the Web Site, Databases (including any contents or any derivative thereof), Link, Interface, Retrieved Data or Reservation Services or (e) any claim that Customer has infringed the intellectual rights of a third party. ITC will indemnify Customer against and hold it harmless from any and all claims, liabilities, damages, costs and expense, including reasonable attorneys’ fees, resulting directly or indirectly from: (a) a material breach by ITC of any of its representations or obligations contained in this Agreement or (b) claims asserted against Customer by a third party that any intellectual property of ITC provided by ITC to Customer infringes the intellectual property rights of such third party. The indemnity obligation hereunder shall survive the termination of this Agreement. 13. Disclaimer, Limitation of Liabilities and Risk of Internet Usage. EXCEPT AS SET FORTH IN THIS AGREEMENT, ITC DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ITC MAKES NO WARRANTY THAT THE RESERVATION SERVICES OR THE WEB SITE WILL BE CONTINUOUSLY AVAILABLE OR ERROR FREE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF ANY PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY. IN NO EVENT SHALL THE MAXIMUM AMOUNT OF DAMAGES PAYABLE BY ITC FOR ANY BREACH OF THIS AGREEMENT OR ANY DAMAGE OR INJURY RESULTING FROM ITC’S PROVISION OF THE RESERVATION SERVICES EXCEED THE AMOUNT OF COMMISSIONS PAID TO ITC FROM ITS TRAVEL SUPPLIERS WITH RESPECT TO END USERS OF THE WEB SITE DURING THE TWELVEMONTHS PRECEDING ANY SUCH CLAIM. 14. Compatibility; Updates. Customer acknowledges and agrees that it shall be solely responsible for determining whether its systems are compatible with the Interface, for providing all software necessary for use thereof and for all maintenance of its systems. 15. Modification of Reservation Service Programs. ITC may modify any of its Reservation Services, at any time and in its sole discretion. If any modification is unacceptable to Customer, Customer may terminate this Agreement by notifying ITC in writing within 10 days following delivery by ITC of such notice. Customer’s failure to object to any such modification within 10 days following delivery by ITC of such notice or revised Exhibit A shall constitute Customer’s binding acceptance of the modification. 16. Force Majeure. Neither ITC nor Customer will be liable for any delay or failure in performance under this Agreement due to any cause beyond its reasonable control. 17. Jurisdiction and Venue. Each of the Parties irrevocably and unconditionally agrees that any legal proceeding arising out of or relating to this Agreement may be brought in the United States District Court for the Southern District of Florida, or, if that court lacks jurisdiction, in any court of competent jurisdiction in Seminole County; and (b) consents to the jurisdiction of each such court in any proceeding. 18. Confidentiality. Each Party hereby agrees to protect the other Party’s confidential information that comes into its possession, from improper use and unauthorized disclosure to third parties, utilizing the same degree of care such Party uses to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care. An example of ITC’s confidential information includes, but should not be construed to be limited to, ITC’s software, specifications, code and documentation relating to the Interface. Each Party further agrees to use the confidential information only for the purposes authorized in this Agreement and to not disclose same to any third party, other than for such purposes. Customer expressly acknowledges that in many cases confidential information, such as information pertaining to the End Users, will not be in the possession of ITC but will be transmitted directly to ITC’s vendors and, therefore, Customer holds ITC harmless with respect to such information. 19. No Waiver. Waiver of any provision of this Agreement, in whole or in part, in any one instance shall not constitute a waiver of any other provision in the same instance, nor any waiver of the same provision in another instance. 20. Notices. Any notice required or permitted under this Agreement shall be given in writing and shall be delivered: (i) by facsimile or (ii) by overnight courier to the parties at their respective facsimile numbers or addresses specified in this Agreement, or at such other facsimile number or address as a party may specify by written notice to the other. Notice shall be effective upon receipt. 21. Miscellaneous. This Agreement (i) may be executed in any number of counterparts, each of which, when executed by both parties to this agreement shall be deemed to be an original, and all of which counterparts together shall constitute one and the same instrument; (ii) shall be governed by and construed under the laws of the State of Florida without application of principles of conflicts of laws; (iii) constitutes the entire agreement of the parties with respect to its subject matter, superseding all prior oral and written communications, proposals, negotiations, representations, understandings, courses of dealing, agreements, contracts, and the like between the parties in such respect; (iv) may be amended, modified, or terminated, and any right under this Agreement may be waived in whole or in part, only by a writing signed by both parties of this agreement, except as may otherwise be provided in this Agreement; (v) shall bind and inure to the benefit of the parties and their respective legal representatives, successors and assigns, except that Customer may not delegate any of its obligations under this agreement or assign this agreement, without the prior written consent of ITC; and (vi) shall inure to the benefit of ITC’s vendors. THIS AGREEMENT is a binding contract between Customer and ITC, and is effective as of the date and year first written above, and includes the attached Exhibits as follows: (LIST EXHIBITS HERE:) A: Hotel Reservation Services CUSTOMER Signed by: ____________________________________ Name: ____________________________________ Title: ____________________________________ Date: ____________________________________ INFORMEDTRAVEL.COM, INC. Signed by: ____________________________________ Name: Tamasin Davey Title: President Date: ____________________________________ The Customer shall be allowed access to the following reservation services, ("Reservation Service"), and promptly fulfill the obligations required of the Customer under such Reservation Services as more fully described on the reservation service program description sheet(s) attached hereto and incorporated herein by reference (collectively, the "Program Description Sheets"): A. The Customer shall participate in the Hotel Reservation Services. INFORMEDTRAVEL.COM, INC. EXHIBIT A HOTEL PROGRAM DESCRIPTION SHEET Description of Services Hotel Reservations Commission Structure: On-line Sales: The Affiliate will earn 50% of the total gross commissions paid to ITC as a result of bookings by Affiliate’s End Users. Gross commissions is defined as the total commission amount received by ITC from the travel suppliers and its hotel reservation suppliers (as a result of bookings by Affiliate’s End Users) less refunds, cancellation and service fees. Commissions to be paid in U.S. Dollars no earlier than 30 days after checkout date from hotel. Average commission payment is 30 to 90 days after checkout date. By entering into the Partner Agreement, Customer also agrees to the following: Customer acknowledges that Pegasus Systems, Inc. (hereinafter, "Pegasus") has provided ITC the following: (i) a digital database of hotel and lodging information created and maintained by Pegasus (the "Distribution Access Database") and (ii) the capability to determine room availability for specific dates and to make and cancel reservations at a hotel contained in the Distribution Access Databases (the "Reservation Function"). Customer further acknowledges and agrees that the Distribution Access Databases and Reservation Function are the sole exclusive property of Pegasus or the hotels participating in the Distribution Access Databases and may not be copied, downloaded, hyperlinked or in any manner used, reproduced or redistributed in whole or in part except by an end user accessor of the Customer for the sole purpose of making or canceling a reservation at a hotel contained in the Distribution Access Databases. Customer agrees that it will not create, utilize, participate in or knowingly permit the occurrence of non-manual repetitive search requests of the Distribution Access Databases. Customer agrees that, if information regarding a lodging establishment is provided from the Distribution Access Databases, reservations for such establishment shall be made, changed or cancelled exclusively through the Reservation Function. PEGASUS WILL NOT BE RESPONSIBLE OR LIABLE FOR (i) ANY FALSIFICATIONS OR INACCURACIES IN ANY OF THE INFORMATION DISPLAYED ON THE SITE, (ii) ANY ACT OR FAILURE TO ACT WITH RESPECT TO THE PUBLICATION OF INFORMATION ON THE INTERNET OR THE CREATION OR FUNCTIONALITY OF RESERVATION CAPABILITIES, (iii) SERVICE AND/OR THE MAKING, CHANGING OR CANCELING OF A RESERVATION AND THE USE OF A CREDIT CARD OR OTHER DEBIT DEVICE IN CONNECTION THEREWITH, (iv) ANY CLAIM RESULTING FROM ANY INTERRUPTION, MALFUNCTION OR CHANGE IN THE USE OF THE INTERNET OR A DISTRIBUTION SYSTEM OR (v) ANY CLAIM, DAMAGE OR LIABILITY OF ANY NATURE ARISING OUT OF THE DISTRIBUTION ACCESS DATABASE, TRANSLATED INTO ANY OTHER LANGUAGE, EXCEPT TO THE EXTENT RESULTING FROM PEGASUS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. ALLWARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, GOOD AND WORKMANLIKE PRODUCT OR SERVICE OR OTHERWISE ARE DISCLAIMED BY PEGASUS AND WAIVED BY CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE OPERATION OF A SITE ON THE INTERNET IS AT CUSTOMER'S OWN RISK. Customer acknowledges and agrees that the Internet is a communication medium over which Pegasus has no control and that its continued utilization in its present form at current costs in uncertain. Therefore, if at any time during the term of this Agreement the cost of access to the Internet increases, or there is imposed a fee or cost for access to or use of the Internet communication lines, or there is imposed any law, governmental ruling or regulation the result of which increases the cost of access to or usage of the Internet or otherwise makes it impractical, in Pegasus' sole discretion, to continue to perform this Agreement, Pegasus may immediately terminate this Agreement without consequence. Customer agrees to indemnify and hold harmless Pegasus from and against any and all claims of any nature arising out of access to or use of the Distribution Access Databases and/or the Reservation Function by Customer or any of the End Users. **Links must be implemented within 30 days or the account will be automatically closed. This agreement is for website owners who wish to offer our hotel booking abilities on their page. Please fill in the blanks on the agreement above before submitting below.