InnDependent Boutique Collection (IBC) Member Trademark & Services Licensing Agreement

Transcription

1 InnDependent Boutique Collection () Trademark & Services Licensing Agreement This agreement, made on this date day of, 2016 ("effective date") between ("") located at and InnDependent Boutique Collection ("") located at 1625 E. Northern Ave., Ste. 105 Phoenix, AZ 85020, USA WHEREAS, desires to join the collection of independent hotels and to license the Hotels trademark and proprietary software services that are provided by to promote its Hotel Collection member's property(s) and to receive reservations and the selected additional benefits through that are included in the selected service package. WHEREAS, is in the business of providing sales, marketing and operations software services to its independent hotel s. By signing this agreement, the confirms they have read and accept these Terms & Conditions that apply to the selected set of services as described in this agreement. All fees are in U.S. dollars unless otherwise designated by. A. TECHNOLOGY PLATFORM Managed Distribution Google Hotels Direct Book Major Meta Channels Presence International Vacation Hotels Premium Booking Engine with: o customized s o cancellation protection o activities Optional GDS services Advanced CRS Admin, Business Intelligence & Reporting Dashboard Product Purchasing Platform Image Library Multilingual Conversion Multi-Currency Conversion Channel Manager Connetivity Revenue Management System Connectivity Full Guest Informtation Payment Gateway Automateed Invoicing Soft Brand Benefits License to the Trademark member marketing collateral Preferred Partner Program InnCentives Loyalty Program Call Center 24/7 Support OTA Benefits Personalized Service Global sales and Marketing Shows and Exposure Education and Training Distribution commission: 15% Monthly fee: 1-50 rooms $ rooms $ rooms $ rooms custom Hotel Room Count:

2 B. PROPERTY INFORMATION: (REQUIRED) * Property Name * Previous Name (if changed in past 12 months) * Property Address * City / *State or Province / *Zip * Primary Contact Person * Contact * Contact Phone Number * FAX Number C. W-9 / 1099 INFORMATION (U.S. COMPANIES ONLY): Name on Tax Return Employer Identification Number Type of Business (Check your type of Business) [ ] Individual [ ] Corporation [ ] Partnership [ ] LLC D. REMITTANCE INFORMATION: (REQUIRED) * Name * Address * City / State or Province / Zip E. PAYMENT INFORMATION (TO RECEIVE DIRECT DEPOSIT, WIRE OR CREDIT CARD) (The following information will remain confidential and is not shared outside of the parties in this agreement) * Bank Name or Card Type * Bank Address or Card Address * City / * State or Province / * Zip * Bank Account Name or Name on Card * Bank Account Number or Card Number * Bank ACH Account Routing # (Only US)

3 Check the boxes below to accept your rate connection, payment method and supplemental website and GDS services: F. RATE PROCEDURE (REQUIRED) obtains rates and availability from the by the following agreed procedure: Connection via PMS Connection via CRS Connection via Channel Manager (name of member PMS) (name of member CRS) (name of member Channel Mgrs.) Enter Rates, and availability with marketing content into the Marketplace Dashboard by or by when provided manually to via by G. RESERVATIONS PAYMENT PROCEDURE (REQUIRED) agrees to the following payment procedure (please check the selected payment method): Split Pay ( preferred procedure) Guest pays deposit to equal to the commission, provides credit card details and pays the balance to the upon arrival. Collect will charge guests in full upon arrival and will invoice at the end of each month the agreed commission for stays completed. Collect will charge guests in full on booking and remit payments monthly to for all completed stays for rates contracted less agreed commission. (Wire/ACH fees to be paid by if applicable) Offer both / Collect agrees to offer both Collect and collect options on booking allowing guest to choose to pay upon booking or pay upon arrival. H. MEMBER MONTHLY SERVICE FEE PAYMENT METHOD Credit Card will provide a valid credit card that will be charged monthly by for all invoiced service fees due to. Wire Transfer agrees to transfer monthly payments for all monthly invoiced service fees due to. Automatic Withdrawal agrees to provide information to enable an automatic monthly withdrawal from the member bank account for payment of the monthly invoiced fees due to.

4 Please read the following Terms & Conditions and provide your signature to indicate you have read and accept the Licensing Terms & Conditions of this agreement for the services you have selected as indicated in this agreement. InnDependent Boutique Collection () Trademark & Services Licensing Agreement 1. agrees to allocate a certain number of rooms and/or suites or provide on a free sale/sell & report to and payment for booked rooms. This License Agreement is for the form of payment (Split payment (preferred), Collect, Collect or combination of / Collect) selected by the under Payment Procedure in Section G of this agreement. has the right to close out rooms and must submit close out requests via to support@ibchotels.com allowing 48 hours to process such requests, or close inventory via their Property Management System (PMS)/Central Reservations System (CRS) or Channel Manager (CM) integration or via the Marketplace. 2. has access to training via online tutorials and an initial training demonstration free of charge and included in the services are support assistance at support@ibchotels.com. 3. provides rates to by either a) connections via PMS or CRS or Channel Manager or b) rates are entered in the Marketplace by or by when provided manually by to support@ibchotels.com. 4. Upon receipt of a reservation, will communicate such reservation to via and/or PMS, CRS or Channel Manager integration, and shall honor such reservation. will provide hotel confirmation to upon request. 5. Rates & Commissions: a) will invoice the member for their monthly fee in accordance with the service package selected by the member using s automated invoicing platform in Marketplace. b) agrees to provide and maintain BAR/Rack rates in parity which are commissionable to at the commission rate specified in the service package selected by the for all rooms allocated for sale through and all other selected booking channels including private unique demand channels to a specific set of targeted travelers that have an existing customer relationship with Google and captive channels. c) s choosing Internet Booking Engine (IBE) agree to pay booking fee/commission as indicated in their service package for completed bookings received through the internet booking engine on their website. d) desires and agrees to obtain exclusive OTA benefits including decreased OTA commissions, services and connectivity from s participating OTA master agreements as exclusive member representative. e) Additional GDS/IDS listing and transaction fees or other incremental fees incurred for these services will apply as described in the Total Solutions Package in Article A of this agreement. 6. services are transparent to the and agrees to share all available guest contact information with the receiving the guest's booking. has the right to apply their guest information for re-marketing and other guest marketing applications. 7. Cancellation / No Show Policy will provide their standard cancellation and no show policy to. In the event that no policy is provided or fails to insert their policy in the dashboard then the following policy will prevail: All cancellations made up to 24 hours of arrival will be entitled to a full refund. Cancellations within 24 hours of arrival will result in a penalty equal to one-night room rate and tax. 8. In consideration of participation in the private channels the following additional terms and conditions apply: agrees that the Commission paid on Room Rate to is private, confidential and shall not disclose it to any 's guest without the consent of, and shall take such steps as may be reasonably necessary to give effect to the foregoing (i.e. showing only a masked or full rate to the guest on the guest registration card or any other guest communication). 9. agrees to have the name listed on meta-sites and hotels.com for direct bookings alongside OTAs. If the member prefers their hotel name be listed on meta-sites; at their discretion the meta-searh website may list the s name or the s name with the words Official website or may list by Hotels. s can at their discretion request the dynamically created landing page looks like their website.

5 10. If a wishes to provide the InnCentives Loyalty Program on reservations NOT booked through, the commission for each reservation will be a nominal 6% commission on the room rate only in the Marketplace or by sending an to support@ibchotels.com. 11. agrees to all Licensing Terms and Conditions located on either or and by signing this agreement; the is bound by the Licensing Terms and Conditions. Licensing Terms and Conditions are subject to change but the most current Licensing Terms and Conditions can be found on will act as the s merchant of record on Split Pay and Collect. Collect payments will incur an additional 2.5% processing fee for any transactions as outlined in this agreement. will reimburse all credit card chargeback plus any credit card chargeback processing fees. will provide any necessary documentation requested timely to, or s credit card processor, to defend any chargeback claims. will be solely responsible for managing the chargeback process and will decide whether to defend the chargeback request. 13. This agreement has a one (1) year term and will auto-renew for one (1) year terms unless terminated by either party with or without cause by providing a written termination notification no less than ninety (90) days prior to the effective termination date. All monthly service fees due by the member to must be paid in full through to the effective termination date. 14. is not liable to the or any third party under any theory of law, for any indirect, incidental, punitive, special or consequential damages, including, but not limited to loss of profits, business interruption, and/or loss of information or data, even if advised of the possibility of such damages, incurred or suffered by the other arising as a results of or related to any part of this agreement. Notwithstanding anything to the contrary herein, s and/or s maximum aggregate liability to / pertaining to this agreement for any causes of action whatsoever, and regardless of the form or cause of action, will be $ By signing this form, you represent and warrant: that you currently control and/or own the property(s) and are properly authorized and entitled to the amounts due for bookings at this property(s) and to direct payment of such amounts to the addressee or into the account referenced above: and you have the full power and authority to act on behalf of and bind the property. Further, by signing this form you agree to indemnify, defend and hold harmless, at the request of s LLC, the Company, their affiliates, directors, officers, employees, and agents from and against any and all claims made by any previous owner or operator of the property relating to or arising from any amounts paid by any of the Companies as direct on the Banking Information Form. Further, by signing this membership form, you hereby accept and understand the terms and conditions set forth on the company websites. The has reviewed the Terms & Conditions of this Licensing Agreement and with their signature accepts said Licensing Terms & Conditions for the trademark and services as described for the. Both parties hereto have executed this Agreement on the date of the 's signature below: * required information InnDependent Boutique Collection () LLC * Hotel Business Name: * Signature: *Signature: * Print Name: Pamela Barnhill * Print Name: * Title: President * Title: * Date: * Date: