Steele Rewards Participating Resort Agreement
Steele Rewards, Inc. ("SR") provides resort property vendors ("Resort", "you" or "your") with opportunities to promote and market one or more hotel and resort properties (the "Properties") to consumers via publishers ("Publishers") of travel related websites, blogs, social media sites, digital publishers and other content platforms ("Publishers Platforms") which have contracted with SR through SR's Website and system (the "SR System").
- The SR Marketing Services. Pursuant to the terms and conditions of this Agreement, and provided that we approve your application, we will provide you with the SR Services to permit you to engage Publishers, via the SR System, to advertise, market and promote your Properties (the "SR Marketing Services") to consumers seeking to book vacation accommodations ("Travelers"). By enrolling in the SR Marketing Services, you grant us the right to promote your Properties to Publishers, via the SR System, and to provide Publishers with Your Content (as defined below), and to provide Publishers with one or more links ("Your Resort Link") to your website and/or reservation system which contain an embedded tracking code which allows us to track visits to your site generated by Publishers and reservations made by Travelers. Your use of the SR System and the SR Marketing Services are subject to the terms and conditions of this Agreement.
- Enrollment. In order to utilize the SR Marketing Services, you must submit a complete and accurate application which contains such information regarding your Properties as requested by us. We may reject your application, at our sole discretion and without an liability to you, if we determine that your Properties are unsuitable for the SR System. Upon our notification that you have been accepted by us, you agree that you will be bound by this Agreement.
- Program Requirements. You agree that you will comply with all schedules, policies, guidelines, specifications, user manuals, and supporting materials that we may, from time to time, make available to you, and other documents and materials referenced in this Agreement (collectively, "Operational Documentation").
- Your Obligations and Responsibilities. In order for us to provide the SR Marketing Services, you agree to:
a. Utilize the SR System to market your Properties.
b. Provide the SR Systems with such photographs, information and marketing collateral as may be necessary to allow Publishers to effectively promote your Properties.
c. To add such tracking codes to your website, reservation system and/or billing system as may be necessary to implement the SR Marketing Services and to track reservations and sales resulting from Your Resort Links displayed on the Publisher's Platforms.
d. Promptly pay all Fees due to us, as described below.
e. provide us with any information that we request to verify your compliance with this Agreement or any Operational Documentation.
In addition, you hereby consent to us:
a. sending you emails relating to the SR Marketing Services from time to time.
b. monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with Publisher's display of Your Resort Links.
c. monitoring, crawling, and otherwise investigating your website to verify compliance with this Agreement and the Operational Documentation.
You agree to defend, indemnify, and hold us and our Publishers, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to (a) your website, the Property Platforms or any materials that appear on your website, including descriptions of your Property and the services you offer, (b) any intellectual property infringement claims made by any third party regarding Property Platforms or any materials that appear on your website or that you provide to us, (c) any marketing practices in which you engage; (d) any injury which occurs to any Traveler at your Property; (e) your violation of any term or condition of this Agreement or any Operational Documentation; or (f) your or your employees' negligence or willful misconduct.
- Fees and Payments. In the event that any Traveler shall book a reservation via a Your Resort Link posted on a Publisher's Platform (a "Qualifying Stay")
you agree to pay us a fee (the "Fee") of 10% (the "Commission Rate") of your Net Booking Revenue for such Qualifying Stay. For the purposes of this Agreement, Net Booking Revenue shall mean the total revenue collected by you for any Qualifying Stay and for any non-refundable reservation, advance purchase fees and the like, less any taxes, tariffs, VAT, or any other governmental fee which you are required to collect and to pay over to a governmental entity. You will have the right, upon ten 10 days advanced notice to us, to change the Commission Rate, provided that, no change in the Commission Rate shall by applied to any Qualifying Stays which were completed prior to the effective date of the change in the Commission Rate.
We will invoice you twice a month for Fees due to us for Qualifying Stays and you agree to pay all invoices within thirty (30) days of receipt. In the event that an invoice shall not be paid within thirty (30) days interest at a rate of one and one-half percent (1.5%) per month shall be applied to all unpaid invoice
- Term, Termination and Modifications. The Agreement shall be effective immediately upon your use of the SR Marketing Services (the "Effective Date") and shall continue until terminated pursuant to the terms of this Agreement. We may terminate this Agreement and your use of the SR Marketing Services with or without cause or notice, including, without limitation, if we believes that you have violated or acted inconsistently with this Agreement or the Operational Documents, including but not limited to your failure to pay Fees. You may terminate this Agreement at any time upon written notice to us. No termination of this Agreement by either party will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination or our right to be indemnified for any event that occurred prior to termination.
- Compliance with Laws. In connection with your participation in the SR Marketing Services you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you.
- Modification. We may modify any of the terms and conditions contained in this Agreement (and any Operational Documentation) at any time and in our sole discretion by sending you notice of such modification to you by email, to the email address that you provide us for notices (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE SR MARKETING SERVICES FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
- Relationship of Parties. You and we are independent contractors, and nothing in this Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates' behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
- Limitation of Liability. WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, THE SR MARKETING SERVICES, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO US UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
- Disclaimers. THE SR MARKETING SERVICES ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT.
- Disputes. Any dispute relating in any way to this Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of New York, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights.
- Miscellaneous. You acknowledge and agree that we, the Publishers and our affiliates may at any time (directly or indirectly) provide the SR Marketing Services to other resort Properties which may directly compete with your Properties. You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. In the event of any conflict between this Agreement and the Operational Documentation, will control over this Agreement, which will control over the remainder of the Operational Documentation.