Terms of Service
This Software License Agreement ("Agreement") is effective as of Date of Execution of Agreement ("Effective Date"), by and between ("Partner"), and TeamHop LLC, a Arizona company, with principal offices at 1525 S. Higley Rd #104, Gilbert, AZ 85296
R E C I T A L S :
A. Partner is in the business of marketing solutions.
B. SBT is the owner or licensee of various software solutions.
C. Partner desires that SBT license to Partner certain of SBT's software solutions, and SBT is willing to license such software to Partner, in accordance with all of the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises, and the mutual covenants and conditions contained herein, Partner and SBT agree as follows:
Reservation AGREEMENT
1. Purpose. Company is in the business of travel solutions.
2. Reservation Arrangement. Upon the Effective Date of this Agreement, Partner may, from time to time, refer potential clients/customers to Company. Company will pay Partner a fee for these reservations. All future reservations will be credited to Partner.
3. Compensation. Company shall pay Partner (See Exhibit A below) for each successful consumed reservation, where a successful Company shall pay Partner within thirty (30) days of a completed reservation, where a completed reservation will be the booking that has been paid commission by the hotel, car rental agency, transportation company, or airline.
4. Term. This Agreement shall commence upon the Effective Date, as stated above, and will continue until a 30 day termination is given by either party.
5. Confidentiality. During the course of this Agreement, it may be necessary for Company to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to Partner in order for Partner to seek out potential reservations. Partner will not share any of this proprietary information at any time. Partner also will not use any of this proprietary information for his/her personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by it’s natural termination or the early termination by either party.
6. Termination. This Agreement may be terminated at any time by either Party upon 30 days written notice to the other party. Upon termination, Company shall pay Partner all compensation due and owing for reservations made prior to the date of termination, once paid by the travel partner.
7. Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third-party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.
8. Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective Partners, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.
9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.
10. Disclaimer of Warranties. Partner shall refer potential clients/customers as requested by Company. Partner DOES NOT REPRESENT OR WARRANT THAT SUCH reservationS WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. Partner HAS NO RESPONSIBILITY TO COMPANY IF THE reservationS DO NOT LEAD TO COMPANY’S DESIRED RESULT(S).
11. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
12. Waiver. The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
13. Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
14. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in Canada, the United States and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement.
15. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the province and/or Country in which both Parties do business. In the event that the Parties do business in different province and/or Countries, this Agreement shall be governed by US law.
16. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date.
EXHIBIT A
SBT MONTHLY LICENSE FEES
SBT agrees to pay Partner a commission according to the following schedule with respect to hotel stays and/or meeting spaces booked by Partner Customers through the SBT Proprietary Site. Under this Agreement the commissions collected by SBT, typically 10% of the total pre-tax amount charged to guest for a hotel stay, a portion of the collected commission will go directly to Partner as specified below:
Commission Share
Hotels: 5% commission per night, per room.
Car Rentals: 50% of commission earned by SBT
Air: 50% of commission earned by SBT
Transportation: 50% of commission earned by SBT
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