Terms & Conditions
The Participating Hotel will make media content, text, and commercial information available for use by The Boutique Vibe. In relation thereto, The Participating Hotel grants The Boutique Vibe a non-exclusive, license to use the media content, text, and commercial information provided for the purpose of allowing The Boutique Vibe to promote The Participating Hotel through various channels. The Boutique Vibe may use The Participating Hotel’s name and logo to identify The Participating Hotel as a customer of The Boutique Vibe. The Boutique Vibe’s use of the name and logo does not create any ownership right therein and all rights not granted to The Boutique Vibe are reserved by The Participating Hotel.
SCOPE OF THIS AGREEMENT
For the term of this Agreement, Parties have agreed that the Service shall be made available by The Boutique Vibe subject to The Participating Hotel’s selection on the level of participation (Schedule 1)
THE BOUTIQUE VIBE RESPONSIBILITIES
- The Boutique Vibe will offer items listed in this agreement to businesses and directly to travelers.
- The Boutique Vibe will publish the Participating Hotel on their own website no later than 1 month (one) after receiving complete media content and information from the Participating Hotel
- The Boutique Vibe shall provide the Participating Hotel with a marketing and distribution agreement, as outlined in Schedule 1, based on The Participating Hotel’s selected level of participation.
- Based on the selection of Participation Level by The Participating Hotel, The Boutique Vibe shall provide all marketing and distribution services listed in Schedule 2, within the duration of the term.
- The Boutique Vibe shall update content on their own website & channels on an annual basis, subject to content (media, text, prices) been provided by The Participating Hotel.
PARTICIPATING HOTEL RESPONSIBILITIES
- The Participating Hotel agrees to participate in The Boutique Vibe Program
- The Participating Hotel shall provide the Boutique Vibe with a non-exclusive license to offer the Participating Hotel’s services and accommodations.
- The Participating Hotel agrees to maintain the availability of content and information on an annual basis.
- The Participating Hotel agrees to put in place the agreed technical solution to identify sales originating from The Boutique Vibe. The Participating Hotel agrees to report all sales originating from The Boutique Vibe website and/or marketing activities initiated by The Boutique Vibe to The Boutique Vibe monthly.
- Each party agrees to indemnify, defend, and hold harmless the other party and its successors, assigns, affiliates, directors, officers, employees, and agents from and against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of any third party claim related to (i) any death or personal injury, or any destruction of or damage to any real or tangible personal property, alleged to have been caused by or on behalf of the indemnifying party or its employees or agents, (ii) any infringement of a letters patent, a trade secret, or any copyright, trademark, service mark, trade name or similar proprietary rights conferred by statute, by common law, or by contract alleged to have occurred as a result of rights conveyed, materials provided, or work performed by or on behalf of the indemnifying party; or (iii) any use of Customer Data (as defined in Exhibit E) by such party, other than as permitted by this Agreement.
- Any party claiming indemnification pursuant to this Agreement will give the indemnifying party prompt written notice of any matters concerning which this indemnity may apply will give the indemnifying party full opportunity to control the response thereto and the defense thereof and will provide reasonable cooperation and assistance in connection with the defense and/or settlement of the claim. However, the indemnified party may, at its own expense, participate in such defense and any settlement discussions, either directly or through counsel of its choice.
- “Confidential Information” shall mean any information concerning any of the parties hereto (whether prepared by a party, its advisors, or otherwise) or the performance of this Standard Participation Agreement which is or has been previously furnished to any party receiving such information (the “Receiving Party”) by or on behalf of a party in connection with the subject matter of this Agreement, including, but not limited to, any financial data, notes, summaries, reports, analyses or other materials derived in whole or in part from such information, and, if in writing, is either clearly marked “confidential” or the like or is otherwise identified to the Receiving Party to be non-public and confidential, or which the Receiving
- Party would reasonably expect to be considered confidential and non-public; provided, that notwithstanding any failure to so identify it, all financial reports, business plans, information regarding volumes or projections of a party or any information provided or discussed during a meeting of the parties in connection with the subject matter of this Agreement will be deemed to be Confidential Information.
- Each party hereby agrees that the Confidential Information will be used solely in connection with the performance of this Standard Participation Agreement, and that Confidential Information will be kept confidential by each party.
- Notwithstanding the foregoing, (i) any such information may be disclosed to a Receiving Party’s partners, employees, officers, directors, advisors and the representatives of its advisors (collectively, “Representatives”) who are involved in the negotiation or performance of this Agreement and need to know such information for the purpose of evaluating issues relating to this Agreement, and (ii) any disclosure of Confidential Information may be made to which the Disclosing Party consents in writing.
- In addition, without the prior written consent of each other party, each party agrees not to, and will direct its Representatives not to, disclose to any person any of the terms, conditions or other facts with respect to the terms of this Agreement, except (i) to confirm that such party is a party to this Agreement, and (ii) as may be necessary or advisable, in confidential communications with third parties, in order to proceed with the obligations of either party pursuant to this Agreement.