Stayfull Channel Management Services
This agreement between you (‘Accommodation Provider’, ‘Client’, ‘you’, ‘your’) and InnQuest Software (‘Stayfull’, ‘we’, ‘us’, ‘our’) sets out the basis on which Stayfull will provide Channel Management Services (‘Agreement’). We may amend the terms of this Agreement at any time by giving you not less than 30 days written notice. By using the Service, you confirm your acceptance of the terms of this Agreement, as may be amended from time to time.
We will provide Channel Management services as described in the Schedule A to this Agreement (the ‘Service’). The Service provides hotel inventory, rates and restrictions to a list of certified channel partners as well as reservation message delivery to the roomMaster PMS on a timed cycle. The Service does not manage the Channel Management Account setup, the accommodation provider contracts directly with the desired channel partner(s). The setup of the connection is performed by the InnQuest Implementation Team.
We reserve the right to upgrade, modify, alter, limit or terminate the Service at any time. We will endeavor to notify you of all significant changes to the Service.
You must supply us, upon request, with all information required by us to provide the Service. You shall ensure that all information you provide is accurate, current and complete. You will advise us of any changes so that such information remains accurate, current and complete.
You agree to pay all charges for the Services as set out in the Schedule A.
Charges shall be paid in US Dollars via credit card or ACH. Any mention of fees and all other amounts do not include any sales, property, use, value added, or ad valorem taxes based upon this Agreement or any Services (collectively “Taxes”), all of which shall be paid by Client. In the event that InnQuest Software is required by applicable law to pay or remit such Taxes, Client shall reimburse InnQuest Software. In no event shall Client be liable to pay taxes on InnQuest Software’s net income.
InnQuest Software reserves the right to suspend and/or terminate access to the Hosted Services if any Fees payable hereunder are past due and Client fails to cure such non-payment within ten (10) days of receipt of written notice from InnQuest Software. Such suspension of Services shall not relieve Client from its obligation to pay all amounts due under this Agreement.
We reserve the right to impose late interest charges on the amounts remaining unpaid. In addition, we reserve the right to recover costs associated with the collection of unpaid Charges, including any legal fees and charges relating to debt collection services.
We reserve the right to modify our pricing structure and payment conditions from time to time at our sole discretion. InnQuest will provide not less than 30 days’ notice regarding any changes or modifications to the Fees. Such notification shall be sent via the email address provided by you.
It is your responsibility to carefully manage your bookings and inventory. InnQuest software shall not be responsible for over bookings.
You agree to indemnify us and hold us harmless against any and all claims made by third parties arising from your failure to perform your obligations under this Agreement.
InnQuest Software warrants that the Services will conform in all material respects to the specifications contained in the Sales Proposal, and that the Services shall be provided in a workmanlike and professional manner by competent personnel. Client’s sole remedy for breach of the foregoing warranty will be for InnQuest Software to use commercially reasonable efforts to re-perform the applicable Services at no additional charge to Client.
DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, NEITHER INNQUEST SOFTWARE NOR ITS SUPPLIERS MAKE ANY REPRESENTATIONS OR WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
Without limiting the generality of the foregoing, InnQuest Software does not warrant that (i) the Services will operate in combination with other hardware, software, systems or data not provided by InnQuest Software, except as expressly specified by InnQuest Software in such Order Form, (ii) that the operation of the Services will be uninterrupted or error free or (iii) that the Services will meet Client’s requirements. InnQuest Software will have no obligation under Sections 9(a) or 9(b) if any non-conformance or failure of, or error in, the InnQuest Software Services is caused by: (i) any modification of the Services by any person other than InnQuest Software or its agents, (ii) the use or attempted use of any software, hardware, attachment, feature or device other than that supplied by and/or approved by InnQuest Software, (iii) failure of Client to provide any information, data, support or assistance required under this Agreement or otherwise necessary for InnQuest Software to perform its obligations hereunder, (iv) failure of Client to meet the InnQuest Software minimum system requirements (as may be updated from time to time), or (v) any use of the Services that is not in accordance with this Agreement, the Order Form or related documentation provided by InnQuest Software.
Internet Disruption. CLIENT’S ACCESS TO THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS OR OTHER DISRUPTIONS INHERENT TO USE OF THE INTERNET. IN NO EVENT SHALL INNQUEST SOFTWARE BE LIABLE FOR ANY DAMAGES (WHETHER IN CONTRACT OR IN TORT) ATTRIBUTABLE TO THE PUBLIC INTERNET INFRASTRUCTURE OR CLIENT’S ABILITY TO CONNECT TO THE INTERNET.
Limitation of Liability
NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT (UNDER ANY THEORY INCLUDING BUT NOT LIMITED TO NEGLIGENCE, CONTRACT OR STRICT LIABILITY), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL INNQUEST SOFTWARE’S TOTAL CUMULATIVE LIABILITY RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID TO INNQUEST SOFTWARE BY CLIENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FORMAL WRITTEN NOTICE OF THE CLAIM FOR LIABILITY HEREUNDER. ALL CLAIMS THAT CLIENT MAY HAVE AGAINST INNQUEST SOFTWARE WILL BE AGGREGATED TO SATISFY THIS LIMIT AND MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.
As between the parties, InnQuest Software (and its licensors, where applicable) will retain all right, title and interest in the Services, report formats generated by the Services and all InnQuest Software Confidential Information, as well as any revisions, modifications, enhancements and derivative works thereof (together with the intellectual property rights therein). InnQuest Software retains all rights not expressly granted herein to Client hereunder.
The term “Confidential Information” shall mean any and all information which is disclosed by either party to the other verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary, including but not limited to this Agreement and the terms, conditions and pricing contained herein. InnQuest Software’s Confidential Information includes, but is not limited to, InnQuest Software’s proprietary technology, InnQuest Software trade secrets, computer programs, software, formulas, data, designs, know-how, inventions, techniques, marketing plans, documentation, strategies, and forecasts. Client’s Confidential Information includes, but is not limited to, Client Data, financial data, personnel records, marketing information and any other data or information in any form relating to the business affairs of Client. “Confidential Information” does not include information of the other party that is (i) publicly available, (ii) already in such party’s possession and not subject to a confidentiality obligation, (iii) obtained by such party from third parties authorized to make such disclosure, or (iv) independently developed by such party without reference to or use of the other party’s Confidential Information. Each party agrees that it will not disclose the other party’s Confidential Information to any third party, except as authorized by this Agreement. Each party agrees that it will disclose Confidential Information of the other party only to those of its employees and contractors who need to know such information and who have previously agreed to be bound by the non-disclosure terms and conditions of this Agreement. Each party agrees that it will treat all Confidential Information of the other party with the same degree of care as it accords its own Confidential Information; each party represents that it exercises reasonable care to protect its own Confidential Information. No violation of this Section shall occur by reason of a disclosure of Confidential Information in response to a valid order by a court or other governmental body, provided that the party subject to such order provides the other party with commercially reasonable prior written notice of such disclosure in order to permit the other party to seek confidential treatment of such information, and provided that the party subject to such order has been advised by counsel that such disclosure is required by law.
Third Party Systems & Websites
The Services enable the Client to link to, transmit Client Data to, or otherwise access, other Web sites, content, products, services, and information of third parties. InnQuest Software does not control and is not responsible for such Web sites or any such content, products, services and information accessible from or provided through the Services, and the Client shall bear all risks associated with access to and use of such Web sites and third-party content, products, services and information (including integration of third party online applications into the Services). Client acknowledges that InnQuest Software is under no obligation to monitor or correct third party content, however, InnQuest Software reserves the right to take remedial action if any such content violates this Agreement, including the removal of, or disablement of access to such content. Client acknowledges that the nature, type, quality and availability of third-party content and features of the Services that interoperate with third parties depend on continuing availability of such third parties’ applicable programming interfaces (“APIs”) for use with the Services. InnQuest Software may update, change or modify the Services under the Agreement or the Order Form as a result of a change in, or unavailability of, such third-party content or APIs. If any third party ceases to make its third-party content or APIs available on reasonable terms for the Services, as determined by InnQuest Software in its sole discretion, InnQuest Software may cease to provide access to the affected third-party content or third-party services. Any changes to third party content, third party services or APIs, including their availability or unavailability, does not affect the Client’s obligations under this Agreement or the Order Form.
Term and Termination
- a. Term. This Agreement shall remain in effect for an Initial Term of 12 Months, subject to subsections (b) and (c) below. Upon completion of the Initial Term, this Agreement shall automatically renew for an additional 12-month period (each, a “Renewal Term”). Unless either party provides written notice to the other party, at least one hundred twenty (120) days prior to the expiration of the then-current term, of its intention not to renew this Agreement.
- b. Termination of the Agreement for Convenience. Client may terminate the Agreement after the initial term with a 30-day written notice, which must be confirmed by InnQuest Software. Terminations become effective on the first day of the next billing cycle.
- c. Termination with Cause. Either party may terminate this Agreement upon written notice to the other party if the other party defaults in the performance of any of its material obligations under this Agreement (except for a default in payments by Client), which default has not been substantially cured within thirty (30) days after written notice has been given to the defaulting Party specifying the default. InnQuest Software may suspend access to the Services in the event it reasonably believes Client to be in violation of the terms of this agreement.
- d. Termination for Nonpayment. If Client defaults in payment when due and does not cure such default, within ten (10) days after written notice has been given to Client, InnQuest Software may terminate the Agreement.
- e. Effect of Termination. Upon termination or expiration of this Agreement for any reason, each party shall return to the other party all property (including but not limited to any Confidential Information) of the other party in its possession or control. InnQuest Software will immediately cease performing all Services and Authorized User access to the Services shall be immediately terminated.
- a. Assignment. Client may not assign its rights or delegate its duties hereunder without InnQuest Software’s prior written consent. This Agreement shall be binding on each party’s successors and permitted assignees.
- b. Subcontract of Services. Client agrees that InnQuest Software may subcontract certain portions of the Services to be performed by affiliates or other third parties in connection with this Agreement, provided that no such arrangement shall relieve InnQuest Software of any of its obligations hereunder.
- c. Change in Services. InnQuest Software has the right to change, modify, and otherwise convert the technology used to provide the Services and terms under which the Services are offered, provided that the basic functionality and quality of the Services will not be materially affected.
- d. Force Majeure. Except as otherwise provided, if performance hereunder (other than payment) is interfered with by any condition beyond a party’s reasonable control, including, but not limited to disruption of Internet access or services, the affected party, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such condition.
- e. Governing Law; Venue; Arbitration. This Agreement is made and shall be governed by and construed in accordance with the laws of the State of Florida, excluding its choice of law principles. Exclusive jurisdiction and venue of any actions connected with this Agreement shall be submitted to confidential arbitration in Palm Beach County, Florida except that, to the extent InnQuest Software determines in its sole discretion it is prudent to do so, InnQuest Software may seek injunctive or other appropriate relief in the state or federal courts residing in Palm Beach County, Florida. Arbitration shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
- f. Independent Contractors. The parties are independent contractors, and no agency, partnership, franchise, joint venture, or employment relationship is intended or created by this Agreement. Neither party shall make any warranties or representations on behalf of the other party.
- g. Notice. All notices shall be in writing and sent by regular mail, certified mail, overnight courier, facsimile (if confirmed by mail), or delivered personally to the addresses indicated on the most recent Order Form executed by the parties, or such other address as either party may indicate by at least ten (10) days prior written notice to the other party. Notice will be effective on the date shown on the delivery receipt or facsimile confirmation or, in the case of regular mail, actual receipt.
- h. Non-Solicitation. Client shall not during the Term and for a period of one year following its expiration or termination, directly or indirectly, solicit, recruit, employ, retain or hire, either as an employee, agent, subcontract or independent contractor, any employee of InnQuest Software without InnQuest Software prior written consent.
- i. Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
- j. No Third-Party Beneficiaries. InnQuest Software and Client agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
- k. Publicity. Neither party shall issue publicity or general marketing communications concerning the other party without such other party’s prior written approval.
- l. Entire Agreement; Modification; Waiver. This Agreement (including any attachments) sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties, as to the subject matter of this Agreement (for avoidance of doubt, the foregoing includes any legacy InnQuest Software products). No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement will be valid or binding on either party unless the same is mutually agreed to in writing by both parties. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. The terms and conditions of any Order Form issued by Client in connection with this Agreement that are inconsistent with the terms and conditions of this Agreement shall not be binding and shall not be deemed to modify this Agreement unless agreed to in writing by an authorized representative of InnQuest Software.