BookingCenter provides the Site the ability to use BookingCenter.’s Desktop property management software for Macintosh or Windows to access MyPMS as a ‘Backup Services”, together known as the “Hybrid PMS”. Only Sites who are in good standing with a current MyPMS contract are covered under the “Hybrid PMS” service as detailed under the product summary at: http://www.bookingcenter.com/products/hybrid-pms/. “Hybrid PMS” services may be upgraded and added by BookingCenter from time to time at its discretion.
1.1 System Software: The System includes computer software for installation on a supported Macintosh or Windows computer terminals of Site at its property (such properties include hotels, inns, lodges, motels and other accommodations that are owned, managed or otherwise contractually bound with Site (each a “Hotel”)). Only supported Macintosh or Windows computer may run the “Hybrid PMS” and not all future or past versions of these platforms will be supported. Current supported Macintosh and Windows systems will be listed at: http://www.bookingcenter.com/products/hybrid-pms/ and if BookingCenter no longer can support a Sites’ particular System, then BookingCenter will provide 30 days notice, via email, to the Site and will no longer provide the “Hybrid PMS” as a result. However, the Site will be give the choice to upgrade their particular System, at their own cost, in order to continue using a supported System for the “Hybrid PMS”.
1.2 Internet Booking Services: Site agrees to pay BookingCenter the fees (“Fees”) set forth on the Purchase Order Form and/or Property Account Form signed by the the Site. The System also allows Site and its Hotels to link with BookingCenter.com’s Internet reservation module. commonly called a ‘Booking Engine’ and/or distribution services to GDS and/or Online Travel Agencies (‘OTAs’). The reservation module allows Hotel guests to book reservations with Site or its Hotels on the Internet and have such reservations linked to the BookingCenter software on the System software on site at the facilities of Site or its Hotels. So long as the Site is participating in the Hybrid PMS, these services will continue to work even when the Site’s internet has been severed and the ‘backup system’ is in use. The Site must notify BookingCenter’s Support Team via phone or Ticket at: https://support.bookingcenter.com in order for BookingCenter to ‘suspend’ providing these services. Some OTAs would need to be informed directly if a Site wished to ‘suspend’ providing online booking services. Knowing which OTAs a Site must contact directly for suspension of online booking services is the responsibility of the Site and not BookingCenter’s support staff.
2. Fees. Site agrees to pay BookingCenter.com a monthly fee of $30 to provide the connectivity between the MyPMS PMS and the Desktop System software as detailed in the product page at: http://www.bookingcenter.com/products/hybrid-pms/
3. Maintenance of the Desktop PMS. Site is responsible for timely up-dating, and for the accuracy of, the room, rates, and property information for each Site using the Hybrid PMS service. In the event that the Desktop PMS is not running on a supported computer System at the Site and/or set to be the ‘Backup Manager’ as described in the documentation by BookingCenter, and/or the internet services is not working properly at the Site (described as the successful FTP ability of files between the Site’s copy of the Desktop PMS and the BookingCenter service), then no backup data will reach the Desktop PMS. In the event of overbooking, including without limitation, when a guest reserves a room through the System that is not actually available at a Site’s property, Site is responsible for making such guest whole, including without limitation, finding acceptable alternative accommodations to such guest.
4. Maintenance of the MyPMS. Site is responsible for timely up-dating, and for the accuracy of, the room, rates, and property information for each Site using the Hybrid PMS service. In the event of overbooking, including without limitation, when a guest reserves a room through the System that is not actually available at a Hotel’s property, Site is responsible for making such guest whole, including without limitation, finding acceptable alternative accommodations to such guest.
5. Payment Terms. BookingCenter.com shall bill Site once a month for the coming month of ‘backup service’ as provided by the Hybrid PMS. No partial month payments shall be allowed, only full monthly payments of $30. If a Site wishes to avoid paying for a partial month of ‘backup service’, they can choose to initiate service on the 1st day of a month. No refunds of a partial month will be given for any reason, except at the sole discretion of BookingCenter.
6. Termination. This Agreement shall be in effect from the Effective Date (which is the date at which the Site agrees to these terms by submitting the Purchase Order Form and/or Property Account Form signed by the the Property) until terminated by BookingCenter upon ninety (90) days written notice to Site or by Site with five (5) days written notice to BookingCenter.com. In the event of a breach of this Agreement, the non-breaching party may terminate this Agreement upon written notice to the other party of the breach. Upon providing notice of breach to Site, BookingCenter.com may immediately cease sending data to the Desktop PMS.
7. Backup Data Scope. BookingCenter agrees that the Hybrid PMS consists of the basic business processes that keep a Desktop PMS in sync with a MyPMS installation. These include bookings, guests, folios charges, folio payments, and room assignments. Technically, the content that the Desktop PMS receives as ‘backup service’ when used as a “Hybrid PMS” is comprised of the 3 messages sent via FTP to the Site specified in the BookingCenter CRS API – the “.BKG”, “.GS”, and “.IN “messages. Sites desiring to know specifically the contents of these data messages should sign and return the Non Disclosure Agreement available for download at: http://www.bookingcenter.com/files/API_use_NDA.pdf. and BookingCenter will provide the explicit contents of each of these 3 messages to avoid any confusion about the Backup Data sent.
8. Backup Data Interval. Site acknowledges that BookingCenter.com will send the 3 messages referenced in Section “Backup Data Scope” and specified in the BookingCenter CRS API at an interval of every 15 minutes. if the Site finds that backup data is not being stored within a 15 minute interval, then Site needs to notify BookingCenter’s Support Team via phone or Ticket at: https://support.bookingcenter.com in order for BookingCenter to assist with troubleshooting. There is no breach of service of the Site and BookingCenter work in a ‘best efforts’ to resolve any backup delay or fault.
9. Representations and Warranties. Site represents to BookingCenter.com that it has all requisite corporate power and authority to enter into this Agreement, that this Agreement has been duly authorized by Site and that this Agreement will constitute the legal, valid and binding obligation of Site. In addition, Site represents and warrants that it has all rights necessary to perform its obligations under this Agreement, including any and all rights to individual Hotel data, information, and materials provided by Site hereunder.
10. Indemnification. Site will indemnify BookingCenter.com, its employees, agents and users, against, and hold BookingCenter.com harmless, and defend or settle at Site’s expense, any claim, action or other proceeding brought against BookingCenter.com involving any claim or action that: (i) any information, data or materials, or the use or inclusion in the System of any information, data or materials provided by Site or any Hotel infringes any third-party intellectual property right, is obscene, libelous or defamatory, or otherwise results in any injury or damage to any third party; or (ii) any liability arising from any breach by Site of any representations, warranties or obligations under this Agreement. Site will pay, as incurred, any and all costs, damages and expenses (including, but not limited to, reasonable attorneys’ fees and costs) awarded against or incurred by BookingCenter.com in connection with any action or proceeding attributable to any such claim.
11. Disclaimer. Site acknowledges that it is responsible for the delivery, entry, maintenance, timeliness and accuracy of all data provided to BookingCenter.com, and for any updating of Hotel or other data during the term of this Agreement. BookingCenter.com WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR SUCH DATA OR INFORMATION INCLUDED IN THE SYSTEM, INCLUDING WITHOUT LIMITATION ANY INACCURACIES, NOR WILL BookingCenter.com HAVE ANY LIABILITY UNDER ANY CIRCUMSTANCES FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES. Site is solely and exclusively responsible for the protection of any and all of its intellectual property and/or the intellectual property of any Hotel, including, but not limited to, the inclusion on Site’s or any Hotel web pages of any and all statutory or other notices customarily used or required for purposes of providing notice of ownership or protection of Site’s and/or any Hotel’s trademarks, trade names, service marks or copyrights.
12. Confidential and Proprietary Information. During the term of this Agreement, the parties acknowledge that each may receive confidential and proprietary information of the other party, including without limitation, information concerning proprietary technology and products, technical data, system programming, software, processes, ideas, concepts, formulas, designs, engineering, trade secrets, know-how, research, marketing plans, strategies and client information identified at the time of disclosure as confidential or proprietary information (“Confidential Information”). All such Confidential Information will be treated as confidential and proprietary by the receiving party, and shall not be disclosed by the receiving party to third parties unless required by law. The receiving party will only disclose the Confidential Information of the disclosing party to those of its employees: (i) with a need to know in order to perform this Agreement; (ii) who are informed of the nondisclosure obligations imposed by this Agreement; and (iii) who are parties to appropriate confidentiality agreements sufficient to comply with the obligations imposed by this Agreement. The receiving party shall use at least the same degree of care it takes to protect the confidentiality of the disclosing party’s Confidential Information that the receiving party normally exercises with respect to its own Confidential Information, but in no event shall the receiving party use less than its reasonable efforts to protect the confidentiality of the disclosing party’s Confidential Information. Confidential Information shall not include any information which: (i) is now or hereafter becomes available to the public through no wrongful actions of the receiving party; (ii) is known to, or in the possession of, the receiving party before its disclosure hereunder, as demonstrated by documented evidence; (iii) is disclosed to the receiving party by a third party not under any obligation of secrecy or confidentiality to the disclosing party; (iv) can be shown by written evidence was independently developed by the receiving party; or (v) the receiving party is required by law to disclose; provided, however, in that instance, that the receiving party provides the disclosing party with sufficient prior notice for the disclosing party to take any legal or other steps it deems necessary to protect its Confidential Information. The provisions of this Section 13 will remain binding and in full force and effect, notwithstanding the expiration or termination of this Agreement at any time.
13.1 This Agreement shall be interpreted in accordance with the laws of the State of Nevada and any legal proceeding out of this Agreement will occur in Douglass County, Nevada, and Site hereby agrees to and submits to personal jurisdiction in Nevada and in Douglass County.
13.2 This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. Unless otherwise agreed herein, neither party to this Agreement may assign, hypothecate, pledge or sublicense any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that a party may assign this Agreement without such consent in connection with any merger, consolidation, any sale of all or substantially all of such party’s assets or any other transaction in which more than fifty percent (50%) of such party’s voting securities are transferred.
13.3 This Agreement, together with its exhibits and addendum, specifically the summary of the service as detailed at: http://www.bookingcenter.com/products/hybrid-pms/, constitutes the entire agreement between BookingCenter.com and Site with respect to the backup service of the “Hybrid PMS”, and Site has not relied upon any promises or representations by BookingCenter.com with respect to the subject matter except as set forth herein. This Agreement may be amended only in writing signed by the party against whom enforcement is sought.
13.4 If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.
13.5 The waiver by either party of a breach of or a default under any provision of this Agreement, shall not be construed as a waiver of any subsequent breach of the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
13.6 Site agrees not to disclose the terms of this Agreement to any third party, and to treat the terms of this Agreement as Confidential Information of BookingCenter.com.
13.7 With respect to translations of this Agreement into a language other than English, the English version shall govern any conflicts that may arise concerning the interpretation of any terms or conditions of this Agreement.
These are the Terms and Conditions for any Site to participate in the Desktop PMS set up as part of the “Hybrid PMS” with BookingCenter.com.