Crew Clever LLC Partnership Agreement
1. Crew Clever, Inc. (“CC”), a US company located at 1621 Ohio Avenue, St. Cloud, FL 34769, provides a service through a mobile application and a mobile website that allow customers to shop for and reserve hotel rooms (the “Application”). Supplier is the owner and/or operator of the property or properties indicated in the Property Information Schedule (the “Properties”) and wishes to promote the Properties through the Application.
2. Supplier will specify a certain number of the Properties’ rooms on certain dates that are available for booking on the Application (the “Allocation”). The Allocation will consist of “run of house” inventory, except that all rooms in the Allocation must accommodate at least two adults.
3. CC will present the Allocation to customers who use the Application (“Customers”) at a rate (“Room Rate”) that includes the rate at which Supplier is making the rooms available for promotion through the Application (the “Net Rate”) before applicable taxes and fees. All reservations made though said system shall be eligible for any hotel frequent stay programs that are utilized at Supplier’s property. Customers will pay for all services at the Property Directly. Supplier will be solely responsible for collection of all payments.
4. Once a reservation against the Allocation is booked by CC and is communicated to Supplier in accordance with clause 6 below, Supplier will honor the reservation. Supplier may not cancel a reservation without CC’s written consent. If Supplier is unable to honor a reservation at the Property, Supplier will relocate affected Customer, at Supplier’s sole expense, to a comparable property, with comparable amenities (e.g. if reserved room included breakfast, the relocated room must include breakfast). Supplier will contact CC immediately upon any determination to relocate a Customer. If Supplier fails to relocate the Customer to a comparable property, CC may relocate the affected Customer, and CC will invoice Supplier for all costs related to such relocation. Supplier, within 10 days of the date of such invoice, will pay to CC all invoiced amounts.
5. Supplier will, on a monthly basis, remit a commission on all reservations provided by CC. Commission will vary based on selling rate of each reservation. Commission Schedule follows on page 3. An invoice will be prepared and presented to the Supplier via email as set forth in the Property Information Schedule. Said invoice will be prepared by the 5th day of the following month. Amounts will be due by the 15th day of the same month. Failure to remit payment in a timely manner may result in Supplier being removed from booking system until payments are remitted.
6. Except where CC communicates reservations to Supplier via the System or other electronic connection with Supplier, CC will communicate reservations to Supplier via email as set forth in the Property Information Schedule.
7. Supplier will inform CC of the then-applicable tax rate at the Properties (and any changes thereto during the term of this Agreement). Supplier will be solely responsible for the accuracy of such tax rate information, for timely remitting to the proper taxing authority all applicable taxes on the Net Rate, and for otherwise complying with applicable tax laws and regulations.
8. Supplier will be solely responsible for collecting any payment directly from Customers for all room charges, taxes, and any incidentals or any upgrades requested by Customers once at the Properties. Supplier will not honor any Customer requests that may result in CC refunding any portion of the Room Rate without first confirming with CC that such requests are acceptable.
9. Supplier will, at no cost to CC, provide CC reasonable access to the Properties for the purpose of taking photographs for promotion of the Properties on the Application and in other marketing materials. CC will have the right to create and display its own editorial descriptive materials for the Properties. Supplier hereby grants CC a non-exclusive, royaltyfree license to use display and publish, solely for the purposes of promoting the Properties in connection with the Application, Supplier’s trademarks, logos, photographs provided by Supplier and other related intellectual property, subject to any usage guidelines communicated by Supplier to CC.
10. The initial term of this Agreement will commence on the later of the two signature dates below and will continue for one year unless terminated by either party for any reason by giving at least 30 days’ written notice to the other party. At the end of any term, this Agreement will automatically renew for a subsequent one-year term. Upon termination, any reservations already confirmed through the traditional booking process must be fulfilled by supplier.
11. Each party will defend, indemnify and hold harmless the other from any loss resulting from a third party claim arising out of the indemnifying party’s performance of this agreement. Other than for those liabilities which cannot be limited or excluded under applicable law, neither party will be liable hereunder for loss of profits, loss of business, loss of contracts, loss of revenues, loss of goodwill, loss of anticipated savings, or any indirect or consequential loss, whether arising directly or indirectly, and even if foreseeable. Subject to the foregoing, CC’s maximum aggregate liability arising out of or in connection with this Agreement will not exceed the amount paid by CC to Supplier during the 12 months preceding the event that gave rise to the claim.
12. The person whose signature appears below on behalf of Supplier represents and warrants that he or she has the right to contract on behalf of Supplier for the purposes set out in this Agreement.
13. Either party may freely assign this Agreement, whether in whole or in part, without the consent of the other party.
14. This Agreement will not be interpreted or construed to create an association, joint venture, or partnership between the parties or to impose any partnership or agency obligation or liability upon any party.
15. If any provision of this Agreement is unenforceable, the remaining provisions will continue in full effect.
16. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes any prior agreements, representations, understandings, or arrangements between the parties (oral or written) in relation to such subject matter.
17. This Agreement will be governed, interpreted, and enforced under the laws of the State of Florida. Any disputes arising under or related to this Agreement will be resolved in the state or federal courts of Orange County, Florida, and both parties irrevocably consent to exclusive jurisdiction of such courts.