TERMS & CONDITIONS
Upon use of the TripProximity Widget or Plug-In code snippet, the Parties agree to the following terms and conditions (“Terms & Conditions”).
|“Air Tab”||Optional air booking tab, also known as I’m Flying Tab, which can be added to the Hotel Booking Plug-In. There is no charge for this capability.|
|“Booking System”||The system that provides real-time availability and pricing for hotels and optionally for car rental and air tickets, and that supports booking and cancellation of booking either online or via phone. Also, known as Reservation Services.|
|“Booking Brand”||The brand that consumers see when they make a booking on the Client’s system using the TripProximity™ widget or plug-in. This is selected when configuring the widget using our self-service tool. The Client may also pay a one-time fee to have their own custom booking brand.|
|“Car Tab”||Optional driving directions and car rental tab, also known as the I’m Driving Tab, which can be added to the Hotel Booking Plug-In.|
|“Charitable Contribution”||Annually Solutionz contributes 10% of its gross revenues from net bookings to the charity of choice of our Pro Partner and Enterprise clients. Any bookings made through our free widgets are eligible for the same contribution amount, but the charity is selected annually by our team.|
|“Consumed Bookings”||Once a service is rendered, that booking is considered consumed and payment for gross bookings less cancellations will be received generally within 30-60 days by Solutionz. At that time, we will pay the royalty earned to our Pro Partner and Enterprise clients.|
|“Customer Code”||The coding system used by Pro Partner and Enterprise Clients to distinguish its Customers using its software system, which is provided by the Client in the REFCLICKID field in the plug-in.|
|“Customer Royalty”||A bonus payment from Solutionz to the Enterprise Client on a pre-agreed schedule that represents a percentage of the Company’s revenues from bookings made by the Client’s Customers. Revenues are received for Consumed Bookings after the service is rendered. A report of paid bookings by Customer Code is provided to Client on a quarterly basis, if the Client has provided a tracking code for each Customer.|
|“End-User”||The traveler using the integrated trip planning service on our Client’s system, website or blog page.|
|“Enterprise Client”||A Client who integrates the Services into its software system to deliver to the End-User and the potential travelers using their system.|
|“Hotel Booking Plug-In”||The hotel oriented trip planning plug-in, also known as the hotel or the “I’m Sleeping” widget. This is the standard TripProximity product.|
|“Implementation Plan”||The custom implementation plan, included as Exhibit A to the Pro Partner and Enterprise Client Agreements.|
|“Net Revenues”||The commission revenues for Consumed Hotel or Car Bookings for a given period, less cancellations. Note that there are no commissions on air bookings, only a small service fee which is shared on the same percentage basis as hotel and car bookings for our Pro Partner and Enterprise Clients.|
|“Plug-In Code”||The snippet of code provided by Solutionz to Client for customization for its organizations, venues and/or events. Also, known as the widget. The widget can be customized using our self-service tool online on TripProximity.com.|
|“Reservation Services”||Real-time availability and pricing for hotels and optionally for car rental and air tickets, with booking and cancellation of booking either online or via phone. Also, known as Booking System.|
|“Royalty”||A payment from Solutionz to the Pro-Partner and Enterprise Clients on a pre-agreed schedule that represents a percentage of the Company’s revenues from bookings made by the Client and their Customers. Revenues are received for Consumed Bookings after the service is rendered.|
|“Services”||The TripProximity™ trip planning plug-in and the booking system and related services provided by Solutionz, which Clients will make available to End-Users via Client websites, blogs, social media links, email links, and other media platforms.|
|“SPOC”||Single point of contact.|
|“TripProximity™”||The technology platform, website plug-in (“widget”), and related backend functionalities developed and supported by Solutionz. This platform and the related intellectual property is the sole property of Solutionz Technologies, LLC and all rights are reserved per US Copyright law.|
|“Widget”||The snippet of code provided by Solutionz to Client for customization for its organizations, venues and/or events. Also, known as the Plug-in code.|
TRIPPROXIMITY™ SERVICE DESCRIPTION
|What does the TripProximity plug-in do?||Gathers information from the traveler to facilitate hotel booking and optional driving directions, car rental and air booking. Specific capabilities are selected in the Implementation Plan, as an attachment to the Client Agreement.|
|How does it work?||May be hard coded with event and/or venue information or it may be integrated into an Enterprise Client’s platform and delivered to their Customers dynamically, with the variables filled in at transaction time from the client’s event or venue information.|
|Who uses it?||Anyone who needs or wants a hotel room close to an organization, a venue or an event or that needs driving directions, a rental car or an airline booking.|
|When do they use it?||The highest engagement will be with the plug-in integrated into a buying path (ticketing, registration or reservations). The need for the hotel room is never higher than at that transaction time. However, depending on the event or catalyst for the trip, the individual may need to check with others before booking a hotel room, so it is essential to provide access from the venue/event page, as well as in a confirmation email if it exists.|
|Why is it better than other options||Other booking solutions are city- and airport-centric and do not place the traveler near the venue or event where they need to be. They also do not pass the event data to the booking request, requiring the consumer to do all the work.|
PRODUCTS AND SERVICES
- From time to time, at the discretion of Solutionz, the Services may be enhanced. Those enhancements shall be made available to Pro Partner and Enterprise Clients on the same terms as are applicable to our other existing Clients. Solutionz reserves the right to charge to restrict certain features from our free offering.
- In January of each year, Solutionz will conduct an annual review with each Enterprise Client to discuss our Product Roadmap for the coming year.
- Solutionz will provide a report quarterly of all bookings made via Client’s site(s). To enable tracking of bookings, Client will provide its Client numbering, appended to the REFCLICKID number in the TripProximity™ widget on Client’s B2B site.
- To ensure competitiveness of Services, Solutionz will source competitively priced travel products, including hotel rooms, airline tickets, car rentals, maps and navigation tools, and local venue information.
- All inventory may be sourced from a variety of providers and may yield different revenue streams based on whether it is prepaid by the Client or paid at the time the traveler arrives at the hotel.
- Unless otherwise indicated on the site, all air tickets and hotel bookings are pre-paid at the time of booking with a credit card. Some hotels offer “pay when you check out” and car rental bookings are always paid upon return of the car.
- For those bookings that can be paid at the time of checkout, the royalty stream for our Pro-Partners and Enterprise Clients is significantly lower than prepaid inventory.
- Car rental bookings are reserved with a credit card but will be paid at the time that the car is picked up.
- All reservations shall remain confidential and will not be shared with or be visible to any other Solutionz Clients.
- The traveler may view their reservation online by entering the traveler name and the confirmation number or credit card number used to make the reservation. This link is embedded in the widget, as well as being available in the booking back end site.
- The Account Director will review each Enterprise Client’s activity and in the first week of each month provide written observations and recommendations to increase End-User engagement, bookings, conversion. For Pro Partner Clients, and after the initial year of Services for Enterprise Clients, such review will occur in the first week of each quarter.
- Solutionz will provide “Level 1” reservations phone support will be provided to End-Users from booking through completion of travel on a 7×24 basis, 365 days per year.
- Support services will be delivered by Solutionz’s back-end reservations service, Priceline Partner Network. Support will include cancellation and re-accommodation in the case of overbooking.
- In North America, support services will be via U.S. toll-free phone service. Outside North America, support services will be via a toll call.
- To receive support services, travelers will need to provide their trip number, phone number, and the email they used to make bookings.
- Solutionz will provide “Level 2” service to resolve any escalated matters and complaints. Solutionz Client service policy is to “say yes” under all reasonable circumstances—and requires manager approval for any Account Director or Client care team to decline Client or End-User requests.
- Solutionz will provide to Client and End-Users contact information for email inquiries or complaints.
LICENSE TO USE
- Upon signature of the Client Agreement, Solutionz grants to Client a worldwide, non-transferable, non-exclusive license to use and publicly display:
- The widget or plug-in.
- Links to all versions of the Services, including the TripProximity™ plug-in.
- Retrieved data and reservations for travelers to view, make, or cancel reservations through Client’s website(s), blogs, or HTML emails, which will be linked to the TripProximity™ plug-in or may be included as a linked URL.
- Solutionz will make new widgets available to Client upon public release, subject to then-current license fees. For example, subsequent releases may include a customizable widget allowing Client to recommend hotels, which the Client may offer to its premium clients.
- The Customer hereby grants Solutionz the right to use its name, logos, trademarks and service marks in its marketing materials or other oral, electronic, or written promotions, which shall include naming the Customer as a client of Solutionz.
RESERVATION OF RIGHTS
- Solutionz may add additional inventory providers from time to time without notice, if there is no material negative front-end impact to Client or its End Users, which will mean causing a decline of more than 10% in Client’s normal booking volume, adjusted for seasonality.
- If Solutionz anticipates inventory provider changes will impact the End-User experience, Solutionz will provide Client: (a) 30 days of prior written notice; and (b) recommended FAQ pages and training materials regarding such occurrence.
- All reservations made on the site are subject to acceptance by Solutionz in accordance with its policies then in effect, including the stated policies of the travel vendors, particularly as it relates to cancellation policies.
FEES & PAYMENT
- Each Party will pay license fees as set out on the cover page of the Client Agreement.
- Solutionz will make all payments by the 5thday of each month following the end of each quarter per the terms outlined in the Pro Partner and Enterprise Client Agreements.
- All airline bookings via the Services will incur a minimum $10.00 service fee.
- All Fees will be paid net of any sales tax, value added tax, or other similar taxes.
- All amounts stated in this Agreement are in U.S. dollars.
TERM & TERMINATION
- This Agreement becomes effective upon the signature of both Parties, as of the Effective Date, for an initial term of three (3) years. Thereafter, this Agreement will automatically renew for successive terms, each of one (1) year, unless terminated as set out below.
- Client may terminate this Agreement for any reason within thirty (30) days of the Effective Date.
- Solutionz may suspend access to Services or terminate this Agreement immediately and without notice if: (a) Client produces less than ten (10) bookings per month for three (3) consecutive months after the initial three (3) months following the Effective Date; or (b) if Client does not complete implementation of the TripProximity™ widget on at least one of its websites within three (3) months following the Effective Date.
- Either Party may terminate this Agreement by giving written notice to the other Party with immediate effect if the other Party commits a material breach of this Agreement, and does not remedy such breach (if it is capable of remedy) within thirty (30) days of written notice of such breach; or an order is made or a resolution is passed for the dissolution of the other Party, except for purposes of consolidation, merger, or restructuring; or the other Party is the subject of a voluntary or involuntary filing under the insolvency or bankruptcy laws of any jurisdiction.
- Upon termination of this Agreement, each Party will immediately return to the other Party all property of any kind and nature provided under this Agreement and belonging to the other Party.
- Each Party’s rights and obligations will cease immediately upon termination of this Agreement, except that termination will not affect: (a) a Party’s rights and obligations accrued but unsatisfied at termination; and (b) any provision of this Agreement expressed to survive its termination.
- NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES HOWSOEVER ARISING, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST TIME, REVENUE, PROFIT, OR CLIENT GOODWILL; OR BUSINESS INTERRUPTION; OR SIMILAR MATTERS OF ANY KIND, EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
- THE PARTIES’ SOLE OBLIGATIONS AND LIABILITIES ARE AS STATED IN THIS AGREEMENT. ALL OTHER REPRESENTATIONS, CONDITIONS, WARRANTIES OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE—WHETHER EXPRESS OR IMPLIED, INNOCENT OR NEGLIGENT, BY STATUTE OR OTHERWISE—ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
- Each Party indemnifies the other Party, including its parents, subsidiaries, directors, officers, employees, and agents against third-party claims, liabilities, losses, damages, and costs of any kind (including reasonable legal fees and dispute settlement costs regarding indemnity) arising directly or indirectly from the indemnifying Party’s gross negligence, willful misconduct, or performance under this Agreement This clause will survive termination of this Agreement.
- Amendments. This Agreement may be amended only in writing signed by an authorized representative of each Party.
- Assignment. Neither Party may assign any right or obligation under this Agreement without the other Party’s prior written consent, which will not be unreasonably withheld or delayed.
- Waiver. No forbearance or delay in enforcing the provisions of this Agreement will prejudice or restrict the rights of a Party. No waiver of any right will operate as a waiver of any subsequent right. No right is exclusive of any other right, and each right is cumulative.
- Severability. If any part of this Agreement is found unenforceable, then that part will be enforced to the fullest extent permitted by law and the remaining provisions will remain fully in force.
- Relationship of Parties. This Agreement does not create an agency, partnership, joint venture, franchise, or employment relationship between the Parties. Each Party will act in all respects on its own account. Neither Party has the authority to bind the other or to incur any liability on the other Party’s behalf.
- Intellectual Property Rights. All Intellectual Property Rights are either licensed to or the property of a Party and nothing in this Agreement will convey title or any interest therein to the other Party or any third party. “Intellectual Property Rights” means patents, trademarks, trade names, copyrights, trade secrets, know-how, design rights, and any other intellectual property right enforceable in any jurisdiction, whether or not registered.
- Third Party Beneficiaries. The provisions of this Agreement are solely for the benefit of the Parties. No other person is intended to have or will have any rights under this Agreement.
- Force Majeure. Notwithstanding any other provision of this Agreement, if a Party’s failure to perform any obligation, arises from a cause beyond its reasonable control, then such failure will be a force majeureand will not be a breach of this Agreement. The Party prevented from such performance will promptly notify the other Party of such cause and the anticipated duration thereof, will use reasonable efforts to remove such cause, and will resume its performance immediately upon removal of such cause.
- Confidentiality. Each Party will keep strictly confidential and not use or disclose to any third party any confidential information relating to the other Party, including without limitation services, operations, Clients, prospects, trade secrets, know-how, technology, intellectual property, market opportunities, and/or business affairs, but excluding any information in the public domain (other than through the wrongful disclosure of any party) or information it is required to disclose by law or by rules of any regulatory body to which it is subject. This clause will survive termination of this Agreement. If the Parties have signed a separate nondisclosure agreement (“NDA”), then that agreement will prevail over this clause.
- Public Disclosure. Neither Party will make any news release or public announcement regarding this Agreement without the other Party’s prior written consent.
- Notices. All notices under this Agreement will be in writing and deemed given when: (a) sent by commercial courier with written verification of receipt; or (b) sent pre-paid by registered or certified post. All notices will be sent to the receiving Party’s address as first noted above or another address the receiving Party may have provided in writing for purposes of notice.
- Counterparts. This Agreement may be signed in any number of counterparts, each of which, when signed, will be an original and counterparts together will constitute the same instrument.
- Governing Law. This Agreement and all matters regarding interpretation and enforcement is governed by the laws of the State of Florida, without regard to conflicts-of-law principles of any jurisdiction.
- Dispute Resolution. All disputes arising in connection with this Agreement will be settled informally between the Parties and then, if necessary, exclusively by arbitration before a single arbitrator in Tampa, Florida, USA, in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC”). Each Party irrevocably consents to personal jurisdiction and ex parteaction should any Party refuse to participate in such proceedings. The arbitrator’s award will be final and binding on each Party and judgment may be enforced in any court having jurisdiction.
- Equitable Relief. Either Party may seek injunctive or other equitable relief to remedy any actual or threatened dispute.
- Further Assurances. Each Party provides further assurances and will execute and deliver such additional documents and perform such additional acts as may be necessary and appropriate to affect the terms of this Agreement. The Parties will address together in good faith any unforeseen issues that arise in the execution of this Agreement with a view to mitigating any material adverse impact on either Party.