Terms and Conditions
IMPORTANT: AS AN EMPLOYEE OR REPRESENTATIVE OF THE OWNER, OPERATOR OR MANAGER (SUCH OWNER, OPERATOR OR MANAGER, "PARTICIPANT") OF THE HOTEL PROPERTY TO WHICH THIS ONLINE SUBMISSION RELATES (SUCH PROPERTY, THE "PARTICIPANT PROPERTY"), YOU MUST READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE THE PARTICIPANT PROPERTY WILL BE INCLUDED IN THE CCRA MARKETING PROGRAM. CCRA IS WILLING TO ALLOW THE PARTICIPANT PROPERTY TO BE INCLUDED IN THE CCRA MARKETING PROGRAM ONLY IF YOU ARE AUTHORIZED TO COMPLETE THIS ONLINE SUBMISSION AND YOU UNDERSTAND AND ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY HIGHLIGHTING BOTH RADIO BUTTONS BELOW AND CLICKING THE "NEXT" BUTTON, (I) YOU REPRESENT THAT YOU ARE AUTHORIZED TO COMPLETE THIS ONLINE SUBMISSION ON BEHALF OF PARTICIPANT, (II) YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF PARTICIPANT, AND (III) YOU REPRESENT THAT YOU UNDERSTAND THAT A LEGALLY BINDING AGREEMENT (EQUIVALENT TO A SIGNED WRITTEN CONTRACT) WILL HAVE BE FORMED BETWEEN PARTICIPANT AND CCRA. IF YOU DO NOT UNDERSTAND AND ACCEPT THE ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE CLICK THE "CANCEL" BUTTON AND EXIT THE SUBMISSION PROCESS NOW.
This Listing and Service Agreement (this "Agreement") is entered into between CCRA International, Inc., a Delaware corporation ("CCRA"), and the Participant described above with respect to the Participant Property described above.
Participant and CCRA agree as follows:
- Term. The initial term of this Agreement shall commence on Start Date and continue for a period of one (1) year. As used in the foregoing sentence, the term "Start Date" means the date on which this online submission (the "Submission") is submitted by or on behalf of Participant (i.e., when both radio buttons below are highlighted and the "NEXT" button is clicked); provided, however, that the Start Date shall mean January 1, 2012 if the Submission is being submitted on or before December 31, 2012 and at the time of submission Participant is a participant in good standing with respect to the Participant Property under the 2011 marketing program operated by CCRA International, Inc. The term of this Agreement shall automatically renew for successive additional one (1) year terms unless one party delivers to the other party written notice of such party's intention not to renew at least sixty (60) days prior to the expiration of the then current term, in which case this Agreement shall terminate concurrently with the expiration of the then current term. The initial term of this Agreement and each renewal term of this Agreement are referred to in the aggregate as the "entire term" of this Agreement.
- CCRA Marketing Program; Services and Participation Fees. Participant hereby elects and agrees to participate in CCRA's CCRA Hotel Negotiated Rate Program ("the Program") throughout the entire term of this Agreement, and agrees to pay to CCRA a participation fee ("Participation Fee") for the service level designated by Participant for the initial term of this Agreement and for each renewal term of this Agreement. Not less than ninety (90) days prior to the expiration of the initial term and not less than ninety (90) days prior to the expiration of each renewal term, CCRA shall provide to Participant notice (such notice, an "End of Term Notice") of the expiration of the then-current term along with a summary of any changes to the service offerings and associated Participation Fees under the Program for the upcoming renewal term. Each End of Term Notice shall specify the date by which notice of any desired service level changes must be received by CCRA. Subject to Participant's timely payment as and when due of all amounts owing to CCRA under the terms of this Agreement, CCRA agrees: (i) to provide such services during the initial term as are identified in the Submission for the level of service designated by Participant in the Submission, and (ii) to provide such services during each renewal term as are identified in the End of Term Notice delivered during the previous term for the level of service designated by Participant in response to such End of Term Notice. In the event Participant fails to timely designate a level of service in response to an End of Term Notice, Participant shall be deemed to have designated the service level described in the End of Term Notice that is most similar to the service level designated by Participant for the then-current term.
- Additional Services. From time to time, CCRA may make certain additional services available to Participant or with respect to the Participating Property. If and to the extent CCRA does so, CCRA shall provide to Participant (through its website, by email or otherwise) a summary of the specific terms (including payment terms) applicable to the provision by CCRA of those additional services. If and to the extent Participant elects to receive such additional services, Participant agrees to pay to CCRA the additional fee ("Additional Fee") associated with those additional services. Subject to Participant's timely payment as and when due of all amounts owing to CCRA under the terms of this Agreement, CCRA agrees to provide such additional services in a manner consistent with the specific terms applicable thereto.
- Participant Responsibilities. Participant shall have the following responsibilities under this Agreement:
- CCRA shall supply Participant with CCRA booking codes and with IATA numbers assigned to CCRA. Participant shall be responsible for loading all rates into the four GDS systems (Sabre, Apollo, Worldspan and Amadeus) and for the accuracy of such rates.
- Participant and the Participant Property shall honor all bookings made using either the CCRA booking codes or IATA numbers supplied to Participant by CCRA ("CCRA Client Bookings").
- In the event Participant or any of its affiliates loads rates for any hotel property that is not the subject of a Listing and Service Agreement between CCRA on the one hand and Participant or any of its affiliates on the other hand (i.e., "squatting"), Participant agrees to pay the then-current minimum Participant Fee for each such property regardless of whether any booking revenue is derived by the squatting property or properties from the listing. CCRA shall invoice Participant for such fees upon discovery of the squatting property or properties, and such invoices shall be due and payable within thirty (30) calendar days following the issuance thereof.
- From time to time at the reasonable request of CCRA, Participant shall prepare and deliver to CCRA reports concerning the number of CCRA Client Bookings at the Participant Property covering specified time frames. Such reports shall be delivered to CCRA within thirty (30) days after CCRA's request thereof.
- Participant agrees that the Participant Property shall comply with a "last room available" policy and "best available rate" policy with respect to any CCRA Client Booking. Participant understands and agrees that CCRA may audit Participant's compliance with such policies, and Participant agrees to provide reasonable cooperation to CCRA in connection with any such audit. In the event CCRA becomes aware of any violation or violations of such policies, CCRA shall provide written notice thereof to Participant. If Participant fails to cure such violation or violations within fourteen (14) calendar days following the date CCRA provides notice thereof to Participant, Participant shall pay CCRA a fee of $100 for each and every uncured violation. CCRA shall invoice Participant for such fees upon the expiration of such fourteen (14) day cure period, and such invoices shall be due and payable within thirty (30) calendar days following the issuance thereof.
- Participant agrees that in the event it becomes necessary to "walk" a customer who has made a CCRA Client Booking at the Participant Property, the customer shall be offered, and provided if accepted by the customer: (i) convenient transportation to and accommodation at an equal or upgraded room at a hotel within a five (5) mile radius to the originating Participant Property at a rate equal to or lower than the rate of the CCRA Client Booking and, if desired by the client, for the duration of the original CCRA Client Booking; (ii) in the event the "walked" customer decides to shorten his or her stay from the original CCRA Client Booking, a refund of any prepayment made for any portion of the cancelled original CCRA Client Booking, and (iii) paid phone calls at the Participant Property and at the new accommodation to allow the "walked" customer to communicate the change of accommodation location. In lieu of the foregoing, Participant may offer to the customer such alternative arrangements as may be approved by CCRA. Whenever it becomes necessary for Participant to "walk" a customer, Participant shall reimburse CCRA for any and all costs and expenses reasonably incurred by CCRA in connection with CCRA's efforts to maintain good relations with the "walked" customer and other affected parties. CCRA shall invoice Participant for such costs and expenses as and when incurred, and such invoices shall be due and payable within thirty (30) calendar days following the issuance thereof.
- Participant shall pay commissions for CCRA Client Bookings that are not less than the minimum commission rates set forth in the Submission.
- Invoices and Payments.
- Invoices for Participation Fees for the initial term shall be issued within thirty (30) calendar days from the date the Submission is submitted by or on behalf of Participant (i.e., from the time both radio buttons below are highlighted and the "NEXT" button is clicked). Invoices for Participation Fees for each renewal term shall be issued not later than forty-five (45) calendar days prior to the beginning of such renewal term. All invoices for Participation Fees shall be due and payable within thirty (30) calendar days following the issuance thereof. Participant Fees are non-refundable and are not conditioned or contingent upon revenues generated by Participant or the Participant Property from the CCRA Marketing Program.
- Invoices for Additional Fees shall be issued within thirty (30) calendar days from the date Participant elects to receive the additional services related thereto. All invoices for Additional Fees shall be due and payable within thirty (30) calendar days following the issuance thereof. Additional Fees are non-refundable and are not conditioned or contingent upon revenues generated by Participant or the Participant Property from the CCRA Marketing Program.
- In the event any invoice issued under this Agreement is not paid in full by the date such invoice becomes due and payable, Participant shall be charged and hereby agrees to pay a one-time late fee equal to five percent (5%) of the face amount of the invoice. The unpaid portion of any such invoice, together with the aforementioned late fee, shall bear interest at the rate of 1˝% per month (compounded monthly) from the date such invoice became due and payable until paid in full.
- Participant's obligation to pay all invoices properly issued under this Agreement shall continue even if the Participant Property is sold or transferred or departs from Participant’s ownership, chain or franchise at any time.
- As a matter of convenience, Participant authorizes CCRA to combine under a single invoice charges under this Agreement and charges under any other Listing and Service Agreement to which Participant and CCRA are parties.
- Signing Parties.
- Participant has the full power and authority to enter into this Agreement on behalf of itself and the Participant Property and to perform Participant's obligations as set forth herein. The person submitting the Submission on behalf of Participant has been authorized by all appropriate action. If Participant is a business organization, Participant further represents that it is in good legal standing under the laws of its jurisdiction of organization.
- If the person submitting the Submission on behalf of Participant is doing so as a representative or agent of Participant, such person hereby represents and warrants on behalf of Participant and on such agent’s or representative’s own behalf that such person has full authority to enter into this Agreement on behalf of Participant and the Participant Property, and that, failing payment by Participant of applicable Participant Fees and other amounts owing to CCRA under this Agreement, such representative or agent shall be responsible for such Participant Fees and other amounts.
- CCRA hereby represents and warrants that it is a corporation in good standing under the laws of the State of Delaware and that it has full power and authority to enter into and perform this Agreement.
- Indemnity. Participant shall indemnify and hold harmless CCRA against any threatened, pending, or completed civil lawsuit or proceeding, whether administrative, or investigative, including all appeals, including against all expenses, including without limitation, attorneys' fees, court costs, expert witness fees, judgments, decrees, and fines actually paid by CCRA in settlement of any claim, action, suit, or proceeding arising out of Participant’s breach of any of the terms, covenants, representations, conditions and provisions set forth in this Agreement, and CCRA may seek payment hereunder in advance of the final disposition of the action, suit, or proceeding. The indemnification provided herein shall be deemed to be in addition to any other rights to which CCRA may be entitled.
- Use of Trademarks and Logo. Neither party will use any trademark, service mark, or logo of the other without the other's prior written consent of the other. Notwithstanding the foregoing, CCRA may display Participant’s name and logo on CCRA's website or otherwise for purposes that are directly related to the CCRA Marketing Program, and Participant hereby consents to such display by CCRA.
- Confidentiality. Except as otherwise required by law, the parties agree that the terms and conditions of the Agreement shall remain confidential. Neither party shall distribute this Agreement or any portion hereof, or reveal any of the terms of the Agreement to parties other than their employees or agents who shall also be bound by this provision.
- Assignment. Participant may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of CCRA.
- No Partnership or Agency Created. It is expressly understood and acknowledged that it is not the intention or purpose of the Agreement to create, nor shall the same be construed as creating, any type of partnership, relationship or joint venture between the parties. No party shall have the right to bind the other party to any contractual obligation, express, implied or otherwise, without the prior written consent of the other.
- Applicable Law; Venue. The parties shall perform their obligations under the Agreement in strict compliance with all applicable laws, orders or regulations of all appropriate jurisdictions. The Agreement shall be construed in accordance with the laws of the State of Texas. Venue shall be exclusively within the County of Tarrant, State of Texas.
- No Third Party Rights. Nothing in the Agreement shall be construed as creating or giving rise to any rights in any third parties or any persons or entities other than the parties to this Agreement. It is the explicit intention of the parties hereto that no person or entity other than the parties hereto is, or shall be, entitled to bring any action to enforce any provision of the Agreement against either of the parties hereto, and that the covenants, undertakings, and agreements set forth in the Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assignees as permitted hereunder.
- Costs; Attorneys’ Fees. If either party brings any legal action to enforce the terms of the Agreement or declare rights hereunder, the prevailing party in any such action, including on trial or appeal, shall be entitled to its costs and expenses incurred, together with reasonable attorneys’ fees, to be paid by the losing party as fixed by the court.
- Entire Agreement. The Agreement constitutes the entire agreement between the parties, and supersedes all previous negotiations, commitments and writings. The Agreement may not be canceled, changed or modified in any manner except by an instrument in writing signed or subscribed to by a duly authorized officer or representative of both parties.
- Notices. Any notices, requests, demands, or other communications required or permitted under this Agreement ("Notices") shall be in writing. In connection with the provision of Notices by CCRA, Participant agrees to accept Notices by email or mail and CCRA shall be entitled to rely on the email address and mailing address provided to CCRA in the Submission or any updated email address or mailing address identified by Participant in a Notice given to CCRA in accordance with the provisions of this Section 10(g). Notice by Participant must be given by mail to CCRA International, Inc., PO Box 7254, Fort Worth, Texas 76111, United States of America or to such other mailing address identified by CCRA in a Notice given to Participant in accordance with the provisions of this Section 10(g). Notices shall be deemed to have been given effectively under this Agreement upon posting to the recipient's email account if sent by email or upon receipt if sent by mail. Participant agrees to waive all claims resulting from failure to receive Notices because of changes in Participant's email address or mailing address.
BY SELECTING THE "I ACCEPT THIS AGREEMENT" OPTION BELOW AND CLICKING THE "NEXT" BUTTON, A LEGALLY BINDING AGREEMENT (EQUIVALENT TO A SIGNED WRITTEN CONTRACT) WILL BE FORMED BETWEEN PARTICIPANT AND CCRA.