You have been invited to be a TripProximity Channel Partner
- Read the Terms and Conditions below
- Click on the Register button
- TripProximity will contact you within 1 business day to give you access to your TripProximity Portal and schedule training
TripProximity Channel Partner Agreement
The payment will be made by the 10th of the following month, including:
(1) If you participate in the sales process, the Base Royalty of 10% of booking revenues.
(2) If you simply provide a lead to our sales team, the Base Royalty will be 5% of booking revenues.
If that royalty is under $100, you will be paid quarterly.
Multi-Year Payment Option
As of October 1, 2018, for those of you that are participating in the sales process, we are introducing an option for you to choose a multi-year payment structure. Year one we will pay you 6% of the gross booking revenues. Year two, we will pay you 4% of the net revenues (less our direct costs) and year three we will pay you 2% of the net revenues. If you are providing just a lead, the payment will be 50% of the percentages mentioned above.
Pre-Funding Sales Incentive Program
For any sale that begins the implementation process prior to November 30th, 2018, we will double the royalty rate.
For accounts that have recognized unique visitors of 10 million or more per month (as recorded by SimilarWeb) we will honor the sales incentive through December 31, 2018, provided that the initial sales call is held prior to November 30th.
(1) Appoint a dedicated Account Director to coordinate all communication and support requests for your Network;
(2) Conduct an onboard Implementation Plan meeting with Enterprise Clients;
(3) Provide final testing assistance of your Implementation; and
(4) Provide ongoing support and 99.95% availability of TripProximity.
4. Your Obligations
(1) Make introductions to qualified prospects
(2) Register your prospects and coordinate all sales activity with the Solutionz sales team
(3) Update our sales automation platform with information about all activity
(4) Close the deal, with support from the Solutionz sales team
(5) Honor and uphold the Company Values
5. Intellectual Property Rights
6. General Terms
8. Entire Agreement
Solutionz Company Values
Our team brings a very strong work ethic and personal ethics that uphold honesty, confidentiality, trust and respect of others as keys to success. This includes holding all confidential information derived from the Company or its Prospects or Clients in confidence and not disclosing any information that is deemed confidential or proprietary.
I/We promise never to lie, cheat or steal and we will hold our associates and our partners accountable to this ethical standard. This includes not competing with the Company, nor circumventing the Company by working directly with its Customers and not through one of the Solutionz entities. It also includes honoring the Company’s intellectual property, work product and inventions.
I/We will say what we mean and mean what we say. This includes consistently honoring appointments, meetings, work deadlines, deliverables and commitments.
OUR COMMITMENT TO YOUR PRIVACY
Our Site is operated in the United States. If you are located outside the US, your Personal Data will be transferred to the US, a jurisdiction that may not provide an equivalent level of protection as your home jurisdiction. The cross-border transfer to the US is necessary for the conclusion or performance of a transaction that you are requesting, and/or for the establishment, exercise, and defense of legal claims. To the extent permitted by local law, your use of the Site or provision of any Personal Data constitutes your consent to the cross-border transfer of Personal Data and the other activities identified in this Privacy & Cookies Policy.
We value your trust in us and will work hard to earn your confidence so that you can enthusiastically use our services and recommend us to your friends and family.
INFORMATION WE COLLECT
Sign-in Features: Our Site includes links to other web sites and online services whose privacy practices may differ from ours. For example, you can log in to our Site using single sign-in services such as Facebook Connect or an Open ID provider. These services will authenticate your identity and provide you the option to share certain Personal Data with us such as your name and email address to pre-populate our sign up form. Services like Facebook Connect give you the option to post information about your activities on this Site to your profile page to share with others within your network. If you submit Personal Data to or through any of those web sites or services, your information is governed by their privacy policies. We encourage you to carefully read the privacy statement of any web site you visit or online services you use.
Social Media: The Site also includes Social Media Features and Widgets, such as Facebook, Google Plus, Twitter, and YouTube. These features may collect your IP address and/or which page you are visiting on our Site, and may set a cookie to enable the feature to function properly. Social Media Features and Widgets are either hosted by a third party or hosted directly on our Site. Your interactions with these features are governed by the privacy statement of the company providing it.
Other Travelers: If you purchase certain services, such as airline tickets, for other travelers, we will collect Personal Data of the other travelers that (i) is required to fulfill the requested service and (ii) you may otherwise provide to us. You must make sure that you have the right to provide such information. By providing any Personal Data of another traveler, you represent that you have all necessary authority and/or have obtained all necessary consents from such person to enable us to collect, use and disclose such Personal Data as set forth in this Privacy & Cookies Policy. Personal Data of other travelers is collected only for the purpose of providing such Personal Data to the appropriate travel supplier, such as the airline on which travel will occur, to fulfill the requested service, or as otherwise may be required or permitted by applicable law.
PROTECTING YOUR PERSONAL DATA
To provide protection for credit card transactions while in transit, our partner Priceline currently uses Secure Socket Layer encryption.
HOW WE USE THE INFORMATION WE COLLECT
SHARING YOUR PERSONAL DATA
EXTERNAL SERVICE PROVIDERS
THIRD PARTY PARTNERS
ADVERTISEMENTS, MARKETING MATERIAL AND OTHER OFFERS
FUTURE BUSINESS TRANSFERS
COMPLIANCE WITH LAW AND OTHER DISCLOSURES
OUR POLICY CONCERNING COOKIES AND OTHER TRACKING TECHNOLOGIES
We work with third-parties that place cookies on our Site to provide their services, including:
- Ad Targeting:We work with third-party advertising companies to serve ads while you are visiting our Site and permit these companies to place and access their own cookies on your computer in the course of serving advertisements on this Site. These companies may use information obtained through their cookie (which does not include your name, address, e-mail address or telephone number) about your visits to our and other websites, in combination with non-personally identifiable information about your purchases and interests from other online sites in order to provide advertisements about goods and services of interest to you. Other companies’ use of their cookies is subject to their own privacy policies and not ours.
- Data Providers:We also allow data providers to collect web log data from you (including IP address and information about your browser or operating system), when you visit our Site, or place or recognize a unique cookie on your browser to enable you to receive customized ads or content. These cookies contain no personally identifiable information. The cookies may reflect de-identified demographic or other data linked to data you voluntarily have submitted to us, e.g., your email address, that we may share with data providers solely in hashed, non-human readable form.
- Analytics/Measurement:We also use third-party analytics cookies to gain insight into how our visitors use the Site, to find out what works and what doesn’t, to optimize and improve our websites and to ensure we continue to be interesting and relevant. The data we gather includes which web pages you have viewed, which referring/exit pages you have entered and left from, which platform type you have used, date and time stamp information and details such as the number of clicks you make on a given page, your mouse movements and scrolling activity, the search words you use and the text you type while using our Site. We also make use of analytics cookies as part of our online advertising campaigns to learn how users interact with our website after they have been shown an online advertisement, which may include advertisements on third-party websites.
- Remarketing Pixel Tags:In addition, we may share web site usage information about visitors to our Sites with third-party advertising companies for the purpose of managing and targeting advertisements and for market research analysis on our Site and other sites. For these purposes, we and our third-party advertising companies may place pixel tags (also called clear gifs) on some of the pages you visit on our Site. We will then use the non-personally identifiable information that is collected using these pixel tags to serve you relevant advertisements when you are visiting other sites on the Internet. These advertisements may be targeted to specific searches you conducted during earlier browsing sessions.
- Flash Cookies:Our partners, who provide certain features on our site or display advertising based on your browsing activity, also use Local Shared Objects such as Flash cookies, and Local Storage such as HTML5, to collect and store content information and preferences. Various browsers may offer their own management tools for removing HTML5 local storage. To manage Flash cookies, please click here.
If you would like to opt-out of third-party cookies, here are some options:
- If you would like to opt-out of ad targeting cookies set by Google and Doubleclick on our Site, please click here: https://www.google.com/settings/u/0/ads?hl=en.
- If you would like to disable the display of advertisements served by Criteo, please click here: criteo.com/us/privacy-policy.
- If you would like to generally (i.e. not just for this Site) opt-out of receiving personalized ads from third party advertisers and ad networks who are members of the Network Advertising Initiative (NAI) or who follow the Digital Advertising Alliance’s (DAA) Self-Regulatory Principles for Online Behavioral Advertising by visiting the opt-out pages on the NAI website and DAA website or click here. If you are located in the European Union, please click hereto opt out.
- In order to control the collection of data for analytical purposes by Google Analytics, you may want to visit the following link: https://tools.google.com/dlpage/gaoptout.
- If you wish to block other cookies, including those being served by companies that are not part of the NAI or DAA, click herefor how to configure your browser settings to reject cookies. You can also delete all cookies that are already on your computer’s hard drive by searching for and deleting files with “cookie” in it.
- Anonymous Device Identifiers and Hashed IDs:We and/or data providers that we have engaged may collect and store a unique identifier matched to your mobile device, in order to deliver customized ads or content while you use applications or surf the internet, or to identify you in a unique manner across other devices or browsers. In order to customize these ads or content, we or a data partner may collect de-identified demographic or other data about you (received from third parties) either to data you voluntarily have submitted to us, e.g., your email address, or to data passively collected from you, such as your device identifier or IP address. However, we will share your email address solely in hashed, non-human readable form.
- If you no longer wish to receive interest-based advertising on your mobile device browser or applications, please refer to your device’s operating system settings, or follow instructions below.
- Android Users (version 2.3 and above): To use the ‘opt-out of interest-based advertising’ option, follow the instructions provided by Google here: Google Play Help.
- iOS users (version 6 and above): To use the ‘Limit Ad-Tracking’ option, follow the instructions provided by Apple here: Apple Support Center.
- Please keep in mind that, without cookies, you may not have access to certain features on our Site, including access to your profile/account and certain personalized content. Removing all cookies from your computer could also affect your subsequent visits to certain web sites by requiring that, for example, you enter your login name when you return to that web site.
A SPECIAL NOTE ABOUT CHILDREN
HOW TO CONTACT US
TERMS & CONDITIONS
LICENSE TO USE
- Upon creation and installation of the first Smart Trip Widget on the TripProximity system, the Client agrees to these Terms. Solutionz then grants to Client a worldwide, non-transferable, non-exclusive license to use and publicly display:
- The Smart Trip Widget.
- Links to all versions of the Services, including the TripProximity™ hotel, driving directions/car rental, air and mapping, including use of a graphical image in the tool and social sharing.
- 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™ Smart Trip Widget or may be included as a linked URL
- Solutionz will make new tools available to Client upon public release to other clients at their level, subject to then-current license fees.
- Level 1 clients are those that have created widgets using our self-service capabilities on TripProximity.com. They are able to build event, venue and anywhere widgets and either host them on their own website or blog or access them via thehotelsnearby.com, using their custom login. They are not eligible for a royalty on bookings.
- Level 2 clients are those that reach a 10-booking threshold. Once that level is passed, they will be asked to complete their Account profile if they wish to receive a royalty share on their activity. Level 2 clients will be able to use the TripProximity Portal to customize their smart trip widgets and tools. The Curated Content Widget is a new product that will be released in early 2018 that will be provided to Level 2 clients. It will include the Closest, Coolest and Cheapest hotels nearby their destination.
- Level 3 clients are those that achieve a 50-booking per month minimum and sustain it for at least 3 months. Level 3 clients will be provided access to all new products and will have the ability to customize all tools, including the Curated Content Widget.
- Enterprise clients are those clients that have a system where TripProximity has been integrated. They are eligible for the same product set as Level 3 clients, plus an additional bonus royalty if they make the product available to 100% of their customers on an opt-out basis.
- Solutionz may, at its option, elect to provide clients with a way to move to the next level through payment of a one time or monthly recurring fee.
- 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.
•Air Tab:Optional air booking tab, also known as I’m Flying Tab, which can be added to the Hotel Booking Widget.There is no charge for this capability.
•Anywhere Tool:Solutionz has a tool that can be used by individuals, events, groups, organizations and non-profits that do not have a website or blog, and wish to use the smart trip planning capability. The tool automatically gets installed on our TheHotelsNearby.com site as a private page, with its own login. Any of our Level 2, 3 or Enterprise clients may also use the Anywhere capability on their website or blog, or hosted on our site.
•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, modification and cancellation of booking either online or via phone. Also, known as Reservation Services.
•Driving Tab: Optional driving directions and car rental tab, also known as the I’m Driving Tab, which can be added to the Hotel Booking Smart Trip Widget.
•End-User: The traveler using the integrated Smart Trip Widget on our Client or their Customers’ system, website or blog page(s).
•I’m Staying Widget: The hotel-oriented trip planning tool, also known as the hotel or the Smart Stay Widget. This is the standard TripProximity product.
•Portal: The TripProximity Portal provides a dashboard showing Smart Trip Widget usage and which allows modification, cloning and archiving of tools.
•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.
•Services: The TripProximity™ Smart Trip Widget 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.
•Smart Map Tool: The basic widget with the map as the primary tool. The other tabs (I’m Staying, I’m Driving and I’m Flying) are also available.
•Smart Stay Tool: The basic widget with the hotel booking capability (I’m Staying) as the primary tool. The map is embedded in that tab and can be expanded to fill the screen. Optionally the I’m Driving and I’m Flying tabs are available.
•Static Widget: A Smart Trip Widget contains stored information for a single venue, company, location or event.
•TripProximity™:The technology platform, including the Smart Trip Widget (“widget”), and related backend functionalities developed and supported by Solutionz, including the Self-Service Widget. This platform and the related intellectual property is the sole property of Solutionz Innovations, LLC and all rights are reserved per US Copyright law.
•Widget Code: The snippet of code provided by Solutionz to Client for customization for its organizations, venues and/or events. Also, known as the widget snippet. The Smart Trip Widget can be customized using our self-service tool online on TripProximity.com.
•Widget: The Smart Trip Widget produced by installing the snippet of code provided by Solutionz to Client for customization for its organizations, venues and/or events.
Level 2, 3 and Enterprise Clients Only:
•Bonus Royalty:A bonus payment from Solutionz to the Enterprise Client that is granted when the Client agrees to turn on the widget for all of its Customers on an opt-out basis. Bonus royalties are paid 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 Tracking Code is provided to Client on a quarterly basis, if the Client has provided a code that includes a unique number for each Customer.
•Booking Brand:The brand that consumers see when they make a booking on the Client’s system using the TripProximity™ Smart Trip Widget or one of our Widgets. This is selected when configuring the Smart Trip Widget using our self-service tool. The Client may also pay a one-time fee to have their own custom booking brand. The default brand is The Hotels Nearby™.
•Charitable Contribution:Annually Solutionz contributes 10% of its gross revenues from net bookings to the charity of choice of our Level 2 and Enterprise Clients. For Clients that are a 501c3, the contribution is 25%, paid quarterly. This same option is available for those Level 2 and Enterprise Clients that wish to donate, versus earning royalties.
•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 Level 2, 3 and Enterprise Clients.
•Curated Content Widget:A Premium Widget available to our Level 2 and Enterprise Clients that allows a Client to select up to 3 preferred hotels nearby and 10 additional recommended hotels nearby their venue or event. This tool is anticipated to be released by the end of the 1Q18.
•Dynamic Widget:A Smart Trip Widget that has dynamic information passed from an enterprise platform at the time it is rendered. This allows a single instance of the widget to multiple venues, companies, locations or events. A short script must be written by the Client to pass those variables, and as such requires some technical skill.
•Enterprise Client:A Client who integrates the Services into its software system or publishing platform to deliver to the End-User and the potential travelers using their system. They have the same access as our Level 3 Clients.
•Implementation Plan:The custom implementation plan, provided to Enterprise Clients.
•Level 2:A Client that achieves a booking level of 10 bookings. Level 2s are eligible for revenue sharing and can customize our basic products and are eligible for any new pro products that are introduced, including our curated content widget.
•Level 3:A Client that achieves a booking level of 50 bookings per month, sustained for 3 months. Level 3s are eligible for revenue sharing and for use of our premium products, including fully customizing our pro products.
•Map Transaction:The Smart Map tool is powered by Google’s mapping API. Our Enterprise clients are free to use our mapping and geolocation capabilities at no charge as long as they a) do not exceed 10,000 widget renders in a day and b) if they do exceed the lookup threshold, they maintain a minimum of 50 bookings a month. If those conditions are not met, there will be a $200 per month fee for the use of our tool in an Enterprise environment.
•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 Level 2 and 3 Clients and our Enterprise Clients.
•Private Label Portal:The TripProximity Portal provides a dashboard showing Smart Trip Widget usage and which allows modification, cloning and archiving of tools. A Private Label version of the Portal will be available to our Enterprise Clients for a fee.
•Premium Products:Products released by Solutionz that are only available to our Level 3 and Enterprise Clients. This will include our Curated Content Widget (recommendations tool with full customization ability for selecting up to 3 preferred properties and 10 other properties) and our TripProximity Private Label Portal that allows management of a Client’s Smart Trip Widgets for its Customers.
•Pro Products:Products released by Solutionz that are only available to our Level 2 Clients. This will include our Curated Content Widget that shows the Closest, Coolest and Cheapest properties nearby your location.
•Royalty:A payment from Solutionz to the Level 2 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.
•SPOC:Single point of contact.
•Tracking Code:The coding system used by Level 2 and 3 and Enterprise Clients to distinguish its Customers using its software system, which is provided by the Client in the REFCLICKID field in the code snippet.
•Volume Bonus:For Level 3 and Enterprise clients that exceed 500 bookings per month for a minimum of 3 months, a 5% bonus will be paid.
TRIPPROXIMITY™ SERVICE DESCRIPTIONS
|What does the TripProximity Widget 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 for Enterprise Clients.|
|How does it work?||The Smart Trip Widget may be hard coded with event and/or venue information or it may be set up dynamically to be integrated into an Enterprise Client’s platform and delivered to their Customers, with the variables filled in at transaction time from the client’s event or venue information.|
|Who uses it?||VENUE or EVENT widget – Anyone who needs or wants a hotel room close to an organization, a venue or an event, or someone that needs to view the venue on a map, with driving directions, a rental car or an airline booking.ANYWHERE widget – Any individual or organization that does not have a travel agent relationship may create their own personal trip planning page on TripProximity.com. It will reside on TheHotelsNearby.com on their own private page.|
|When do they use it?||The highest engagement will be with the Smart Trip Widget 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 generally 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. Solutionz reserves the right to restrict certain features from our free offering.
•Solutionz will provide a dashboard for all searches and bookings made via Client’s site(s) via the TripProximity Portal.
•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.
•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.
Level 2 and 3 and Enterprise Only:
•Enhancements shall be made available to new Level 2 and Level 3 and Enterprise Clients on the same terms as are applicable to our other existing Clients.
•In January of each year, Solutionz will conduct an annual review with each Enterprise Client to discuss our Product Roadmap for the coming year.
•To enable tracking of bookings, Client will provide its Client numbering in the prescribed Tracking field on the portal or in the variables provided.
•For those bookings that can be paid at the time of checkout, the royalty stream for our Level 2 and 3 and Enterprise Clients is significantly lower than for prepaid inventory.
•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.
- Solutionz will provide all travelers with reservations phone support, which 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 or such other provider selected by Solutionz, at our discretion. 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 our Clients with 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.
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
- There are no fees for the use of the TripProximity Smart Trip Widget.
- If the Client elects to use the MAP Tab as the default tab, there is a 10 booking minimum per month before royalties will begin to accrue.
- All airline bookings made 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
- Clients are eligible for revenue sharing once they reach a 10-booking threshold and will be promoted to Level 2 automatically. They will be paid royalties beginning with the 11th booking.
- Level 2 clients will be upgraded to Level 3 once they achieve an average of 50 bookings per month (sustained for 3-month period).
- Level 3 clients and Enterprise clients are eligible for volume bonuses.
- Solutionz will make all payments of royalties to eligible clients on a quarterly basis by the 5th day of each month following the end of each quarter
TERM & TERMINATION
- This Agreement becomes effective upon the use of the first Smart Trip Widget, as of the Effective Date, for an initial term of one (1) year. 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.
- 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 majeure and 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 parte action 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.