e-GDS® B2B

 

 

Whereas:

 

The Company xyzt, SA (hereinafter also referred to as "Licensor") has developed and owns a management software for online reservation (for general public) hospitality (or "booking engine" or "reservation system") known as e-GDS ® B2B [Internet Users] hereinafter referred to as "B2B e-GDS ®."

 

The Client (hereinafter also referred to as “Licensee”) wishes to use such software for managing online reservations and taking into account the mutual promises herein and other considerations of value and the receipt and sufficiency are hereby acknowledged, Licensor and Licensee agree as follows:

 

Licensor grants to Licensee the license for the exclusive use management software and online bookings will support the effective use of the B2B e-GDS ® via telephone support, educational materials and other instruments that are deemed appropriate by the Licensor to assist Licensee in the use of B2B e-GDS ®.

Access to and use of that license is paid up for Web access, verified by user name and password to the address that hosts the management area of the reservation system.

The Licensor grants a License Agreement in view of "software as a service", i.e., in ASP model, matching the right to use the Licensee for the period of time of effective payment from the License.

 

The Licensee shall pay to Licensor the amount awarded and commercially agreed to the setting and implementation of their License Agreement and configuration of reserves, based on the award of commercial proposal already made. This amount will be charged on the delivery date, user name and password to access the management area of the reservation system and providing online booking engine or associated front end (not yet considered the application access test configurations, before the final release of the software). After the release of the management area of the Licensee shall pay the same monthly amount set by using the software, according to the award and the number of extranets set up in each moment of time. This fee is due regardless of the use of elements licensed by Licensee, serving as reference only and the service only to availability.

 

According to these business relationships and / or future, each party may receive information from non-public, confidential or proprietary ("Confidential Information") including but not limited to user names, passwords, markup percentages, discounts, marketing strategies and software information. Both Parties shall ensure that such Confidential Information will be kept confidential, with reasonable care, and will only be disclosed to authorized representatives of each party for the purposes of this License. Licensor is dependent on the accuracy of data and information provided by Licensee and any information provided by Licensee to Licensor shall be considered confidential and for the sole purpose of setting up and implementing the solution B2B e-GDS ®. The parties should not make any statements or announcements to the public or to third parties about the relationship between them or the nature of their agreements, without the prior written consent of the other party. Neither party shall publish, distribute or permit any written material that makes reference to the other party without the prior written consent of the other party. Licensor reserves the right to now include the name of the Licensee in its portfolio and use LICENSED references to Licensee's name for promotional purposes.

 

Neither party shall be liable for any direct, indirect, special, incidental, punitive or consequential damages, including (but not limited to) any loss of data, profits or revenues, arising from the use or inability to use the licensed elements for any reason or authorization to provide services or otherwise, even if the other party has been advised of the possibility of such damages. Licensor shall work diligently to keep your software and services accurate and updated according to changes in the hotel industry and will ensure that any information (s) your (s) website (s) is compiled in accordance with the best of your knowledge, does not imply any warranty, express or implied warranties or representations with respect to its products or services, including (but not limited to) the merchant ability, fitness for a particular purpose or use, accuracy or completeness of information or data used or disclosed by Licensor, service uninterrupted or error free performance.

 

LICENSEE hereby acknowledges and accepts that the specific features of IT networks and telecommunications. In particular, except in cases of serious fraud be proved by the LICENSOR, the same cannot be held responsible, named, not only in the following cases and in others of a similar nature:

 

 

 

Licensee understands that the application B2B e-GDS® requires the use of or access to confidential information which are owned by the Licensee. As the Licensee shall disclose confidential information to login and issue the authorization limited to its (limited staff) to perform tasks of managing the reservation system for the Licensee, the same way, information and authorization must be given to Licensor for configuration and implementation of B2B e-GDS ® on behalf of Licensee. Therefore, Licensee authorizes Licensor already acting as limited agent on behalf of Licensee for the specific purpose and limited configuration, implementation and maintenance of the application B2B e-GDS ®.

 

Licensee specifically authorizes Licensor to perform the functions necessary for the initial configuration of the B2B e-GDS ®, including (but not limited) to the configuration and loading of data for processing and update rates, availability, configuration and description of rooms, allotments, maximum number of requirements and / or minimum night stay, rates of packages, schemes, stop sales, launches and other tasks typically involved in managing the hotel channel.

 

Licensee may revoke this designation as the Licensor "Limited Agent" at any time with written notice to Licensor (e-mail, fax or letter) in force immediately upon receipt by Licensor (during normal business). The revocation of the designation as the Licensor "Limited Agent" requires the automatic suspension of servicing the B2B e-GDS ®. The authorization shall also be considered effectively revoked with immediate effect, in the event of termination of the License Agreement associated with this, by any party for any reason.

 

Indemnities: Licensee agrees to indemnify, defend and hold Licensor free of charge on or derived from any action claim, claims, liabilities, losses, damages, settlements and expenses (including reasonable attorney fees), to the extent that these losses arise or be based on:

 

Right to License: The Licensor has the right to license the rights granted under this Agreement and the use of such license shall not infringe the copyright of third parties. Licensee acknowledges that the copyright and title to all Licensed Materials and any trademarks or service marks remain relevant to the Licensor. Licensee shall have no right, title or interest in the Licensed Materials except as expressly provided in this Agreement and can use all Licensed Material for the purposes of yield, online sales and revenue management only.

 

Term: Each party may terminate this Agreement at any time, without explicit reason in writing to the other party, which termination shall take effect immediately upon receipt of the cancellation. All values open for services already rendered and monthly fees will be payable by Licensee applicable regardless of the termination of this Agreement. While this agreement is not canceled, shall continue in force as of the Effective Date (date of award) and remains valid indefinitely, unless an expose of the parties in writing of its intention to cancel the same.

 

Term of Free Trial: If Licensee has enjoyed a period of 60 days Free Trail, the licensing agreement will be considered terminated if - after evaluation - Licensee shall not conduct formal award for use of the software B2B e-GDS ®.

 

Waiver of Contractual Law: A waiver of any provision hereunder shall not in any way deemed a waiver of any other provision contemplated, nor the waiver of any breach of this Agreement shall be construed as a continuing waiver of other breaches of such provisions or other of this Agreement.

 

Transfer and Assignment: Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party.

 

Force Majeure: Neither party shall be liable for damages caused by any delay or omission in the execution, if such delay or default is caused by conditions beyond its control, including but not limited to acts of nature, government restrictions (including refusal or cancellation of any license required), wars, insurrections and / or any other cause beyond the reasonable control of the party whose performance is affected.

 

Applicable Law: This Agreement shall be interpreted and construed in accordance with and governed by Portuguese law.

 

Sever ability: If any provision or provisions of this Agreement be held invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforce ability of the remaining provisions shall not in any way be affected or impaired.

 

Entire Agreement: This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements concerning the subject matter hereof, whether oral or in writing. The financial and commercial conditions for the specific use of Licensee will be the constant business proposal previously accepted and legalized.