TERMS AND CONDITIONS - www.strategicbookings.com
This agreement (the "Agreement") describes the license terms and standards of use of the Strategic Booking Office software.
Strategic Booking Office owns all rights to the Strategic Booking Engine, including its trademark , and licenses its use in accordance with this Agreement.
You are the manager, owner or authorized representative ("You") of a hotel, resort, or other entity ("User") who desires to have the User use the Strategic Booking Engine for online booking services through the User's existing website (the "Service").
This Agreement is the entire agreement between Strategic Booking Office and the User, with respect to the Service.
The Service starts when Strategic Booking Office or its authorized representative integrates the Strategic Booking Engine into the User's website and demonstrates to User that the Service is fully functional . This Agreement becomes effective when You order the Service.
By ordering the Service, You (1) acknowledge that You are legally authorized to enter into this Agreement on behalf of the User; (2) acknowledge that Strategic Booking Office will immediately expend effort to schedule you for access to the Service; and (3) You have read and understand that the User is bound by these terms and conditions and all subsequent amendments to this Agreement posted on the Strategic Booking Office website ("Website"). Strategic Booking Office reserves the right to amend the terms and conditions of this Agreement at any time. Such amendments shall become effective immediately upon being posted on the Website. The continued use of the Service after amendments are posted constitutes an acknowledgement and acceptance of the Agreement as amended. If the User does not agree with such amendments, the User must immediately cease using the Service and notify Strategic Booking Office of the User's desire to terminate Use of the Service.
1.0 LICENSE
Strategic Booking Office hereby grants User a non-exclusive, non-transferable right to Use the Service for the limited purpose of allowing the User's guests to book accommodations, and related services for the term of this Agreement (the "License"). The term "Use" shall mean utilizing the Strategic Booking Engine to process online accommodation requests, provide marketing communications and produce management reports.
2.0 LICENSE RESTRICTIONS
User may not resell, rent, lease or loan the Service or any part thereof. Furthermore, the User hereby agrees not to copy any logo, documentation, design or any other intellectual property from the Strategic Booking Office Website or Strategic Booking Office documentation and will not create any derivative works based on such elements.
3.0 USER'S RESPONSIBILITIES
To Use the Service, the User must provide (1) all equipment necessary for its own website and related Internet connection and (2) pay any fees related with such connection. Strategic Booking Office is not responsible for User's connections to the Internet or lack thereof.
The User shall have sole responsibility for all information entered into its Strategic Booking Engine database, including but not limited to rates, room types, services provided, and the like.
The User must ensure that it's input into the Strategic Booking Engine database:
(a) is not misleading or deceptive;
(b) does not infringe the Intellectual Property Rights of any person;
(c) is not obscene, offensive, defamatory, personally offensive or in any way unsuitable to persons under the age of eighteen (18) years;
(d) does not comprise and cannot be used for any activity of an illegal, fraudulent or defamatory nature; and
(e) otherwise complies with all applicable laws.
The User shall:
(a) honour all bookings made at the rates User enters in the Strategic Booking Engine software database;
(b) have sole responsibility for receiving payments for accommodation and tour bookings per User's normal payment terms and conditions;
(c) only use the data or information provided to User by Strategic Booking Engine for the sole purpose of this Agreement;
(d) ensure that the log-in user name and password provided to User by Strategic Booking Engine shall remain confidential and shall not be published, or made available, to any third party; and
(e) ensure that the log-in user name and password is changed each time that an employee with knowledge of these ceases employment with User's business;
4.0 STRATEGIC BOOKING OFFICE RESPONSIBILITIES
Strategic Booking Office sole responsibility is to use its best efforts to allow the User to have continuous and secure availability to the Service. Accordingly, Strategic Booking Office shall host, maintain and operate the Strategic Booking Engine on computer servers with sufficient system capacity to enable reasonable storage capacity for all its Users and provide access to the Service on a 24 hour per day x 7 day per week x 365 day per year basis, except for scheduled downtime for which Strategic Booking Office shall notify its subscribers at least 48 hours in advance. Strategic Booking Office shall be responsible for the security of the contents of any User's database and utilize necessary and available means to prevent loss or compromise of such contents, and shall ensure that the User's authorized designee has secured access to the highest reasonable extent possible for owner accessible secured data storage facilities. Strategic Booking Office is not and can not be responsible for the loss or compromise of any data during transmission to or from the User's website or to and from the Strategic Booking Office servers.
5.0 FEES
Monthly license fees and are due and payable on the tenth day of each calender month for the previous month. Monthly payments begin when the Service starts . Monthly license fees are payable by internal transfer from your payment processor account.
6.0 SERVICE SUSPENSION
In the event the User fails to pay the monthly license fee when due and such failure continues for ten (10) days or more after it is notified thereof, Strategic Booking Office may thereupon immediately suspend the Service without further notice. Reconnection of Service thereafter shall require a $200.00 reconnection fee payable to Strategic Booking Office.
7.0 TERM AND TERMINATION
The term of this Agreement shall be indefinite from the date the Service is ordered. Either party may terminate this Agreement upon thirty (30) days written notice to the other party for any reason whatsoever. In the event that either User or Strategic Booking Office ceases to conduct business in its normal course, or files for bankruptcy, this Agreement shall terminate upon notice to the party ceasing to conduct business in its normal course.
8.0 CONFIDENTIAL AND PROPRIETARY INFORMATION
All specifications, plans, coding, descriptions, performance data and other data related to the Strategic Booking Engine shall be deemed confidential and proprietary information ("Confidential Information"), excluding information generally known to the public.
The User hereby agrees to limit the access to Confidential Information to employees and contractors with a need to know the Confidential Information; to safeguard the Confidential Information with a reasonable degree of care; to not disclose Confidential Information to third parties without the explicit permission of Strategic Booking Office; and to return all Confidential Information to Strategic Booking Office upon expiration of this Agreement. Strategic Booking Office shall have the right to terminate this Agreement upon violation of this Confidentiality provision.
Likewise, Strategic Booking Office shall not disclose User's booking information or data or any other information deemed confidential by the User. Other than disclosure to its contractors with a need to know, Strategic Booking office shall not disclose control panel details, user names, or passwords to the Strategic Booking Engine to anyone.
9.0 DISCLAIMER
The Strategic Booking Engine may not meet all the requirements of the User and Strategic Booking Office makes no representations to the contrary. Except as expressly provided by this Agreement, Strategic Booking Office makes no warranty for fitness of purpose, merchantability of the Service, or any other warranty of any sort, whether express or implied. Strategic Booking Office is not responsible for interruption of access to the Strategic Booking Engine database caused by events beyond the control of Strategic Booking Office.
10.0 LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL STRATEGIC BOOKING OFFICE OR ANY OF ITS DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS OR AFFILIATES BE LIABLE FOR (i) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (ii) ANY DAMAGES RESULTING FROM LOSS OF DATA, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOSS OF PROFITS, REVENUES OR USE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED HEREUNDER, REGARDLESS OF WHETHER USER HAS BEEN NOTIFIED IN ADVANCE OF SUCH DAMAGES OR WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL STRATEGIC BOOKING OFFICE LIABILITY TO USER FOR ANY DAMAGES IN CONTRACT OR TORT EXCEED THE TOTAL AMOUNT PAID BY THE USER FOR THE PARTICULAR PRODUCT OR SERVICE THAT CAUSES SAID DAMAGES DURING A PERIOD OF THREE MONTHS PRIOR TO THE USER'S DISCOVERY OF SAID DAMAGES. THE REMEDIES PROVIDED FOR IN THIS AGREEMENT ARE THE USER'S SOLE AND EXCLUSIVE REMEDIES.
11.0 INDEMNIFICATION
Strategic Booking Office agrees to indemnify and hold User harmless from any claims that the Strategic Booking Engine, or any part thereof, infringes the copyrights, trademarks, trade dress, patents, or any other intellectual property rights of any other party. Upon receipt of any such claim, User will immediately notify Strategic Booking Office thereof and allow Strategic Booking Office to exert the exclusive defense against any such claims or allegations, at Strategic Booking Office discretion.
12.0 MISCELLANEOUS
If any provision of this Agreement shall be deemed invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not invalidate or render unenforceable the remaining provisions of this Agreement.
Neither party hereto shall have the right to assign this Agreement or any obligations or rights hereunder to any third party without the prior written consent of the other party. Any attempt to make said assignment without the written permission of the other party shall be void.
This Agreement has been duly executed by the acts of the parties as provided herein.
