Last updated April 11, 2018
By accessing the Services, you agree to comply with and to be bound by the Terms set out below, including the policies and guidelines linked to (by way of the provided URLs) from these Terms. If you do not understand or agree with these Terms, please do not use the Site or the Services (as defined below).
Section 1. Work Order
These Terms are incorporated by reference into each Work Orders executed by the company or individual identified as the “Company Client” therein and Groupize, pursuant to which the Customer receives the right to access and use Groupize’s owned and/or leased computer systems and certain proprietary software and other information (the “Groupize Platform,” “Software” or “Services“) as upgraded from time to time (the “Work Order“).
WHEREAS, Groupize provides owns and operates software solutions designed to assist in the sourcing and managing of groups and meetings and Groupize provides access to such software solutions remotely as a service, and Company provides sourcing and venue finding for events and other services to clients on a global basis, through its employees, and if applicable, a network of independent contractors with which it has a contract (each, a “Company Associate”).
WHEREAS, each Party wishes to enter into this Agreement whereby Groupize will provide Company with access to certain Services (defined below), pursuant to which Company may permit the Authorized Users (defined below) of Company, Company Associates and clients under contract with Company or a Company Associate (each, a “Company Client”) to access remotely as a service and Company may refer other of its customers to Groupize to enable such clients to purchase the Groupize services similar to the Services directly from Groupize, in each case, as set forth in this Agreement.
These Terms and the Work Orders together comprise a binding written agreement between Customer and Groupize, effective as of the date of mutual execution of the Work Orders by Groupize and Customer (this “Agreement“). Groupize may amend these Terms at any time in its sole discretion, effective upon posting the amended Terms at the domain or subdomains of https://www.Groupize.com where the prior version of the Terms was posted, or by communicating these changes through any written contact method we have established with you.
Section 2. Services
2.1 Unless your Work Orders states otherwise, you shall receive the features listed in Exhibit A with your instance of the Groupize Platform
2.2 The access rights granted in this Section 2.1 under each Work Order shall include a non-exclusive, non-transferable, limited right for Company to grant access to the Services (which definition of Services may be modified in such Work Order by agreement of the Parties) under the Work Order to Company administrative/travel personnel and/or the administrative/travel personnel of the Company Associate servicing the Company Associate or the Company Client (collectively, the “Authorized Users“) through the URL and log-in rights for the relevant term of that Work Order (the “Work Order Term“); provided that no Work Order shall have a Work Order Term exceeding thirty-six (36) months; and further provided that such Work Order(s) may place limitations on the number of Authorized Users, Company Clients and/or the volume of Services made available thereunder, as agreed to by the Parties; and further provided that, Company shall be responsible for all actions taken by Authorized Users with respect to such URL and log-ins and a breach of this Agreement by any Authorized User, any Company Associate, any Company Client or any Representative (defined below) of Company shall constitute a breach of this Agreement by Company. (c) Company agrees to cooperate with and make available such resources to Groupize to the extent reasonably necessary for Groupize to perform the Services as contemplated in Exhibit A.
2.3 Any request by a Party for a change to the Services contained in a Work Order must be made in writing to the other Party in a form mutually agreed to by the Parties from time to time (each, a “Change Order“). Any request by Company for Additional Services other than those set forth on Exhibit A if agreed to by the Parties will be reduced to a signed document that is either an amendment to Exhibit A or a new Exhibit to this Agreement (each, an “Additional Services Addendum“). Each Change Order and each new Additional Services Addendum must contain the name of the Agreement and the Work Order number and the Company Associate and Company Client, if applicable, under the Work Order. Each Additional Services Addendum and Change Order shall only be effective and considered part of the Services and a change to the Services under a Work Order, respectively, upon the written agreement of both Parties. Upon agreement and execution, any such Additional Services Addendum or Change Order will be incorporated into this Agreement.
2.4 Groupize agrees that all data provided by Company, a Company Associate or a Company Client or an Authorized User to Groupize during the Term relating to the Services to be provided under this Agreement will be used by Groupize solely to perform the Services under this Agreement. Notwithstanding the foregoing, Groupize shall be permitted to use information regarding the performance of the Services solely on an anonymous and aggregate basis (volumes etc.) for its own internal purposes and for marketing services to other customers.
Section 3. Intentionally omitted as it is not applicable to Work Orders
Section 4. Fees; Minimum Commitments
4.1 Company agrees to pay Groupize the fees for the Services set forth in The Work Order (such fees, or any alternative fees agreed to in connection with a specific Work Order, the “Services Fee“) and such other Fees set forth therein and in Exhibit D (collectively, the “Fees“) in United States Dollars as set forth in each such Exhibit or Work Order.
4.2 All fees are due net thirty (30) days from invoice date. If you do not pay the fees or other charges when they are due, then a finance charge of two percent (2%) per month or the maximum rate allowed by law will be assessed.
4.3 Payment shall be by check, unless otherwise specified on your Work Orders. Annual fees are charged per annum. As an example, if the Work Orders Term spans three years, you will be charged the annual amount three times.
4.4 If you exceed the contracted level of Services during the term of this Agreement, you will be charged as specified in your Work Orders, or if not specified, using the then-current rates for the overage. Where no limits for usage of Services are explicitly given in your Work Orders, limits will apply as specified by product earlier in this document.
4.5 You are responsible for all taxes, charges or duties including, without limitation, sales, use, value added, royalty or withholding taxes imposed by a federal, state, provincial, local or other government entity on Services provided under this Agreement, excluding taxes based on Groupize’s net income.
4.6 Groupize reserves the right to increase recurring fees payable hereunder at any time upon sixty (60) days prior written notice.
Section 5. Term and Termination
5.1 Term. The term of this Agreement (the “Term”) shall expire by its terms on the date that is sixty (60) days after the expiration or termination of the surviving Work Order, unless the Term is otherwise extended in writing by the Parties and unless sooner terminated as set forth herein.
5.2.1 Either Company or Groupize may terminate this Agreement and all associated Work Orders hereunder immediately upon written notice to the other Party (and without prejudice to any other rights or remedies it may have) in the event (a) of a breach by the other Party of any term of this Agreement if the breaching Party fails to correct or cure the breach within thirty (30) days after receipt of notice stating the nature of the breach (provided that nonpayment must be cured within ten (10) days), or (b) in the event the other Party is declared insolvent or bankrupt, or makes an assignment of substantially all of its assets for the benefit of creditors, or a receiver is appointed or any proceeding is demanded by, for or against the other Party under any provision of the applicable bankruptcy laws that is not terminated within thirty (30) days.
5.2.2 Groupize may terminate a Work Order hereunder immediately upon written notice (and without prejudice to any other rights or remedies it may have) in the event of a breach by Company, a Company Associate or Company Client or an Authorized User of any term of the Work Order or this Agreement with respect to such Work Order if Company fails to correct or cure the breach within thirty (30) days after receipt of notice stating the nature of the breach (provided that nonpayment must be cured within ten (10) days).
5.3 Effect of Expiration and Termination.
5.3.1 Upon the expiration or termination of the Agreement, all rights to access and use the Services and all Work Orders shall terminate. Upon the expiration or termination of a Work Order, all rights to access and use the Services under such Work Order shall terminate.
5.3.2 Upon the termination or expiration of the Agreement, or at any other time when requested, each Party shall promptly return (or destroy) all property of the other, including but not limited to all Confidential Information and copies thereof. All Fees earned and unpaid as of the effective date of termination or expiration of the Agreement shall be payable in accordance with the payment terms set forth herein or in a Work Order. The provisions of Sections 5.3, 6, 7 (excluding the first sentence of Section 7.7), 8.1 through 8.3 and 8.5 and 12 through 19 of this Agreement shall survive expiration or termination of this Agreement.
Section 6. Confidentiality
6.1 As used in this Agreement, “Confidential Information” means: (i) any financial, technical, legal, marketing, or other reports, analysis, records, data, computer programs or output, information, or other material, both oral and written, disclosed by one Party (the “Disclosing Party“) which is not in the public domain and which the Disclosing Party considers proprietary or confidential, regardless of whether such material is marked or identified as confidential or proprietary; (ii) potential or actual client event locations to the extent not made public by the relevant client (with respect to client event locations – even if publically “known” – neither Party shall acknowledge said event to persons other than those directly involved with the event itself); and (iii) any personally identifiable information (“PII“) and other confidential information relating to the Disclosing Party’s clients, in each case made available to the other Party (the “Receiving Party“). Except as specifically set forth herein, a Party’s Confidential Information shall not include any information which is or becomes part of the public domain through no act or omission of the Receiving Party or is lawfully acquired by the Receiving Party from a third party without any breach of the obligation of confidentiality. Each Party as Receiving Party agrees to maintain in the strictest confidence and not to copy, reproduce, distribute, remanufacture, duplicate, reveal, publish, report, disclose, cause to be disclosed, or otherwise transfer any Confidential Information to any third party, except as authorized in this Agreement or otherwise in writing by the Disclosing Party (which writing shall refer to this section of the Agreement), or to utilize Confidential Information of the Disclosing Party for any purpose whatsoever other than as specifically required or permitted under this Agreement, except that the Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, officers, directors and advisors (“Representatives“) who have a need to know such information to perform its obligations under this Agreement and who are advised of the confidential nature of the Confidential Information (and in the case of Company, to its Company Associates, Company Clients and Authorized Users as permitted hereunder).
6.2 Upon learning of any unauthorized access to or use of Confidential Information of the Disclosing Party, the Receiving Party shall immediately notify the Disclosing Party and the Disclosing Party will determine what, if any, individual notification is appropriate. To the extent such unauthorized access or use arose from the actions of the Receiving Party, if requested by the Disclosing Party, at no cost to the Disclosing Party, the Receiving Party will use all reasonable efforts to assist the Disclosing Party in: (i) determining what Confidential Information of the Disclosing Party may have been compromised; and (ii) providing legal notices to appropriate individuals. The Receiving Party agrees not to make statements to third parties regarding any security breach involving Confidential Information of the Disclosing Party except through coordination with the Disclosing Party.
6.3 If the Receiving Party is requested or required by legal process or by applicable law or regulation to disclose any Confidential Information of the Disclosing Party, the Receiving Party may comply with such request or requirement, provided that the Receiving Party gives the Disclosing Party prompt notice of such request or requirement (as permitted by law) such that the Disclosing Party may seek an appropriate protective order or other appropriate remedy. The Receiving Party agrees to cooperate with the Disclosing Party in any reasonable efforts to obtain such remedies, at the expense of the Disclosing Party.
6.4 The injury that the Disclosing Party will suffer in the event of the Receiving Party’s breach of any covenant or agreement contained in this Section 6 cannot be compensated by monetary damages alone, and the Receiving Party therefore agrees that the Disclosing Party, in addition to and without limiting any other remedies or rights which it may have either under this Agreement or otherwise, shall have the right to seek an injunction against the Receiving Party enjoining such breach from any court of competent jurisdiction.
6.5 Upon termination of this Agreement for any reason, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party, except as needed for legal, audit or archival purposes, subject to continued compliance by the Receiving Party with this Section 6.
Section 7. Intellectual Property
7.1 This Agreement does not grant or otherwise give either Party ownership in or other proprietary rights to use the other Party’s trademarks or other intellectual property, except as explicitly provided for in the Agreement. Neither Party grants the other Party a license to use any ideas, proposals or concepts presented by such Party in the course of making a Referral under this Agreement and each Party retains all rights to the production, implementation, and promotion of such proposals.
7.2 As between the parties, Groupize retains all right, title and interest in and to the Groupize APIs (defined below), Services and the Software (defined below) which shall be included in the definition of Groupize Confidential Information. Except for the rights expressly granted in this Agreement, this Agreement does not grant any rights to access or license or transfer to Company or any third party the Services or the Software. No work-for-hire or joint development is contemplated by this Agreement. If the Parties propose that one Party develop any intellectual property for ownership by the other, such agreement shall be reflected and detailed in a separate agreement.
7.3 Company represents and warrants to Groupize that except for the limited, personal right to use the Groupize Trademarks as set forth herein, Company shall not and shall not permit third parties to display or use in any context or manner (directly or indirectly), the Groupize Trademarks (including, without limitation, any misspelling or substantially similar or confusingly similar version thereof) of Groupize or trademarks, logo, or branding any other third party, in any manner whatsoever (including without limitation, in any search engine marketing or optimization, in any domain name, any other online/offline marketing or advertising, press releases, etc.). Company agrees that it will not and will not permit third parties to adopt or use any of the Groupize Trademarks or make any reference to Groupize, the Services, the Software, or the Groupize Trademarks except with the prior written approval of Groupize. Company acknowledges that it will not acquire an interest of any kind in the Groupize Trademarks or goodwill associated therewith by virtue of this Agreement or use hereunder. Company agrees to notify Groupize immediately of any infringement or potential infringement of any Groupize Trademark.
Groupize represents and warrants to Company that except for the limited, personal right to use the Licensed Indicia as set forth herein, Groupize shall not display or use in any context or manner (directly or indirectly), the Licensed Indicia (including, without limitation, any misspelling or substantially similar or confusingly similar version thereof) , in any manner whatsoever (including without limitation, in any search engine marketing or optimization, in any domain name, any other online/offline marketing or advertising, press releases, etc.). Groupize agrees that it will not adopt or use any of the Licensed Indicia or make any reference to Company or the Licensed Indicia except as permitted by this Agreement and as required to perform the Services or with the prior written approval of Company. Groupize acknowledges that it will not acquire an interest of any kind in the Licensed Indicia or goodwill associated therewith by virtue of this Agreement or use hereunder. Groupize agrees to notify Company immediately of any infringement or potential infringement of any Licensed Indicia.
The access rights in Section 2.1, Section 2.2 and Section 7.7 include the right of Company to access the Services for its internal purposes and the internal purposes of a Company Associates and/or a Company Client only and not for resale, sublicense or distribution to others. The rights granted in this Agreement and are restricted as follows: Company shall not, and shall not allow others to: (i) combine the Software or the Services with other software other than as approved of by Groupize; (ii) reverse engineer, disassemble, decompile, or attempt to reconstruct, identify or discover or otherwise derive the source code, underlying ideas, underlying user interface techniques or algorithms of, or modify, port, translate, localize, or create derivative works based on the Groupize APIs, Software or the Services by any means whatsoever or disclose any of the foregoing; (iii) create instances of or copy the Software or the Services, or distribute, redistribute, sell, license, sublicense, market, or use the Groupize APIs, Software or the Services in any time-sharing or service bureau arrangement, including, without limitation, any use to provide services or process data for the benefit of, or on behalf of, any third party, except as specifically set forth in the Agreement, (iv) knowingly take any action that would cause any of the Groupize APIs, Software or the Services to be placed in the public domain or to be disclosed to a third party without Groupize’s consent; or (v) remove, modify or alter any Groupize copyright notice from any part of the Groupize APIs, Software or the Services, including but not limited to any such notices contained in the physical or electronic media or documentation or in any web presence or web-enabled notices, code, or other embodiments originally contained in or dynamically or otherwise created by the Software or the Services. Any rights to the Software and the Services not specifically granted herein are reserved for Groupize. “Software” shall mean all software (in object and source form), and all underlying algorithms, user interfaces and network and database designs and schemas, architecture, class libraries, and objects, all unique expressions of the selection, organization and presentation of user visible functions, all training materials and documentation (both printed and electronic), all processes, analyses and methodologies, all know-how, and all trade secrets and any related intellectual property rights throughout the world (whether owned or licensed from a third party) used by Groupize to perform the Services or provided under this Agreement and all corrections, fixes, modifications, enhancements, updates, upgrades, and customizations thereto and derivative works thereof developed solely by Groupize or by or with the input of another party.
Company may not remove or export from the United States or allow the export or re-export of the Groupize APIs, Services or the Software, in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. The software included as part of the Software and the related Services are commercial items, as defined in FAR 2.101. Such software is “commercial computer software,” and its related documentation is “commercial computer software documentation,” as described in FAR 12.212. Consistent with FAR 12.212, access to and use of such software will be governed by the Agreement.
Section 8. Indemnification; Warranties
Indemnification. Each Party as the “Indemnifying Party” agrees to indemnify, hold harmless and defend the other Party and its officers, directors, shareholders, employees, agents, representatives, successors and assigns (collectively, the “Indemnified Party“) from and against any claim, suit, proceeding or action brought by a third party (each, a “Claim“), and any liabilities, damages, judgments, fines, costs, fees and expenses (including reasonable attorneys’ fees) relating to such Claim (collectively, “Losses“), to the extent the Claim arises out of (i) any breach by the Indemnifying Party of any of its representations, warranties or covenants contained in this Agreement, or (ii) the infringement or misappropriation of any intellectual property right relating to intellectual property of the Indemnifying Party, including in the case of Groupize, the Services or the Software. The obligations to indemnify under this Section 8 are subject to the Indemnified Party notifying the Indemnifying Party promptly in writing of any Claim as to which indemnification will be sought and providing the Indemnifying Party reasonable cooperation in the defense and settlement thereof. In each case the Indemnifying Party will have the exclusive right to defend any such Claim, and the Indemnified Party may not settle or compromise such Claim without the prior written consent of the Indemnifying Party. An Indemnified Party, may, at its sole cost and expense, participate in the defense of a Claim with counsel of its own choosing. Notwithstanding the foregoing, an Indemnifying Party will not be responsible for any settlement of which it does not approve in writing. The obligations in subsection 8.1(ii) will not apply to the extent any infringement arises from portions or components of intellectual property (i) not supplied by the Indemnifying Party, (ii) that are modified by the Indemnified Party where the alleged infringement relates to such modification and would not exist in the absence of such modification, (iii) combined with other products, processes or materials where the alleged infringement relates to such combination and would not have arisen in the absence of such combination, (iv) where the Indemnified Party continues allegedly infringing activity after being notified thereof and provided with modifications that would have avoided the alleged infringement, or (v) in the case of Company, where Company’s or a Company Client’s or Company Associate’s or their Authorized User’s use of the Groupize APIs or the Services is not strictly in accordance with the terms and conditions of this Agreement, where such infringement would not have arisen in the absence of such use.
If an Indemnifying Party believes that its intellectual property provided hereunder has become, or in the opinion of Indemnifying Party may become, the subject of a claim for infringement, the Indemnifying Party may, at its election and expense: (a) procure for the Indemnified Party the right to continue using the same; or (b) replace or modify the same so that it becomes non-infringing. This Section 8 states each Party’s entire right and liability and sole and exclusive remedies with regard to any intellectual property infringement.
Notwithstanding anything to the contrary contained in the Agreement, Company acknowledges that all bookings and consumption of travel by a Company Associate or a Company Client or one of their travelers using the Services is a transaction directly with the applicable travel property (a “Property“) and not Groupize. Each such Property, and neither Groupize nor its officers, directors, employees or affiliates shall be liable to Company or a Company Associate, a Company Client or any traveler using the Services in respect of any act or omission on the part of such Property, including with respect to product liability claims or claim of any negligence or wrongful act. The Services may enable Company to add links to the Services and provide access to content, products and services of third parties, including Company Clients, advertisers and affiliates and sponsors of such third parties. Groupize is not responsible for any third party content provided on or through the Services and Company bears all risks associated with the access and use of such third party content, products and services.
8.4.1 Each Party represents and warrants to the other Party that: (i) it is a corporation, duly organized, validly existing and in good standing under the laws of its State of Incorporation, and has full power (corporate and otherwise) to own, lease, license and operate its properties and assets, to conduct its business as currently conducted and to enter into this Agreement; (ii) neither the execution, delivery nor performance of this Agreement by such Party violates or conflicts with, or will violate or conflict with, any provision of Party’s charter, bylaws or other organizational or governing document or instrument, any other agreement or restriction to which such Party or its property is bound or encumbered, or any applicable laws; (iii) there are no actions, suits, claims or proceedings (pending or threatened) against, by, or affecting such Party in any court or before any arbitrator or governmental agency or authority that may have an adverse effect on the Party’s ability to perform its obligations under this Agreement; and (iv) neither it nor any of its employees, stockholders or directors is listed on the U.S. Office of Foreign Assets Control (“OFAC“), List of Specially Designated Nationals or Blocked Persons (“SDN“) (the “OFAC SDN List“).
8.4.2 Groupize warrants that the Services will meet the service level standards set forth in Exhibit B attached hereto and incorporated herein (the “SLA“).
8.4.3 EXCEPT AS SET FORTH IN THIS SECTION 8, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE, AND EACH PARTY HEREBY DISCLAIMS THE SAME. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, GROUPIZE MAKES NO WARRANTY THAT THE OPERATION OR USE OF THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
8.5 LIMITATION OF LIABILITY.
8.5.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN CONTRACT OR IN TORT, OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY), FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, INCLUDING LOST PROFITS OR REVENUES, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT.
8.5.2 EXCEPT FOR A VIOLATION OF SECTIONS 2.1(b), 2.3, 2.4, 7.5, 7.6 AND 7.7, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY WITH RESPECT TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO THE TOTAL AMOUNT PAID IN FEES TO THE OTHER PARTY UNDER THIS AGREEMENT DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE LIABILITY ARISES, PLUS ANY AMOUNTS OWED AS REFERRAL FEES UNDER THIS AGREEMENT.
Section 9. Insurance
Each Party will maintain reasonable self-insurance programs or insurance policies in place against commercial risks with limits and amounts customary to the industry. Upon request, a Party shall provide certificates of then current insurance coverage to the requesting Party.
Section 10. Notices
Notices to Company or Groupize hereunder shall be in writing and delivered personally or sent by certified mail, return receipt requested, or by overnight mail to the addresses set forth above or to such other persons or addresses as the Parties may designate in a notice conforming with the requirements of this Section. Any such notices, when delivered in the manner aforesaid, shall be deemed given on the date of receipt.
Section 11. Applicable Law
This Agreement shall be governed by and construed in accordance with the internal laws and judicial decisions of the Commonwealth of Massachusetts, USA (excluding its conflicts of laws rules).
Section 12. Relationship
Groupize and Company are independent contractors, and nothing in this Agreement is intended to make either Party a fiduciary, general or special agent, joint venturer, or employee of the other for any purpose whatsoever. Each Party agrees that it will not take advantage of any statute or law that may prevent or inhibit this Agreement from expiring naturally at the end of its term.
Section 13. Assignment
Company may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of Groupize, and any attempted assignment or delegation without such consent will be void. Groupize may delegate the performance of certain Services to third parties, provided Groupize controls the delivery of such Services to Company and remains responsible to Company for the delivery of such Services. This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
Section 14. Force Majeure
Except for the obligation to pay all Fees, neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of telecommunications, provided that the delayed Party: (i) gives the other Party prompt notice of such cause, and (ii) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Groupize is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, Company may cancel the Services.
Section 15. Third Party Beneficiaries
Groupize and Company agree that there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either Party.
Section 16. Entire Agreement
This Agreement, including all Exhibits incorporated herein by reference, constitutes the complete and exclusive Agreement between Company and Groupize with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. Any additional or different terms in any purchase order or invoice payment by Company shall be deemed objected to by Groupize without need of further notice of objection, and shall be of no effect or in any way binding upon Groupize. Any additional or different terms in any purchase order or invoice payment by Groupize shall be deemed objected to by Company without need of further notice of objection, and shall be of no effect or in any way binding upon Company. In the event of a conflict between any Exhibit and this Agreement, this Agreement shall prevail. In the event of a conflict between a Work Order and this Agreement (and/or its Exhibits or Schedules), the Work Order shall control but only with respect to the Services subject to such Work Order and provided that such Work Order specifically refer to the Section of this Agreement with which it is in conflict.
Description of Services
- Online Services. As of the Effective Date, the online Services shall include “Groupize Meetings” having the features and functionality set forth below:
Instant Bookings of Hotel Sleeping Rooms: Book in sleeping rooms in real time
- Creation of a branded customer portal with Third Party Meeting Request form
- Instant Booking business rules and accessibility via the Travelport Universal API
- Direct Connect Integration with the Travelport Universal API for rates, availability, terms, conditions and booking capabilities
- Negotiated Rates: The Service is able to display BAR Rates in real-time and Negotiated Rates when enabled for viewership in the Travelport GDS of Apollo or Worldspan
- IATA: The Services is able to associate each Site to a Partner IATA and to shop negotiated rates by Pseudo City Code via the Travelport Universal API.
- Preferred Hotels: The Service is able to display preferred Properties and limit brands that are active and displayed within the shopping experience.
- Content including property description, amenities, photos, and event space diagrams from the Groupize database and/or the Travelport Universal API
- Authorized Users are able to book sleeping rooms in real time by guaranteeing them with a credit card
- Email confirmations triggered to Travel Arranger and Travelers
- Creation of live PNR’s in Travelport GDS for each room booking
- View and cancel all instant bookings on My Events Dashboard
- Export reports for all the bookings
- Option to push each room booking into Concur for Concur Connected Clients (additional fees apply)
eBids: Submit and Manage bid requests directly with the hotels for sleeping rooms, meeting space, food & beverage, audio visual and more.
- Creation of a branded customer portal with Third Party Meeting Request form
- Direct Connect Integration with the Travelport for content including property description, amenities, photos, and event space diagrams from the Groupize database and/or the Travelport Universal API
- Google Maps: The Authorized User can search hotels based on geo-locations and results will include up to 150 properties within a 25 mile geographical radius
- Request a Bid: An Authorized User can enter information about a meeting or event including group name, sleeping rooms, event space requirements, F&B, Audio Visual, attachments, additional comments, selected dates, number of rooms, and number of participants
- Attach a unique hotel addendum per customer
- Request to receive bids directly from up to 10 hotels in one instance
- Upload event requirements including the terms and conditions to share with hotels
- Receive competing and qualified bids via email and/or in My Events Dashboard
- My Events Dashboard: Authorized Users have access to a dashboard which centralizes all the details of a meeting or event and allow them to compare responses from Properties and to action them from the dashboard. Authorized Users have visibility into property details, property contact information, stages, and communications, attachments such as proposals and contracts. The My Events dashboard can track communications between the Authorized User and the Property via the Groupize communication engine.
- Automatic upload of attachments and communications via the Groupize communication engine
- Approval Requests: Authorized Users can request Approval on Bid Acceptance from Authorized Approvers
- Authorized Approvers can approve requests for contract signature
- Negotiate and Communicate directly with the hotel
- Best practices workflow automation and tracking of statuses and stages
- Exportable reports including commission tracking reports
Registration and Attendee Management:
- Meeting or Event set-up: Create or clone event including location, dates, registration web site and planner information
- Dashboard of all events at Account or Organization level including list view, calendar view and map view
- Collaboration: Grant colleagues or travel agents access to the set-up and relevant reports
- Mobile responsive registration web site creation: Ability to create and publish a customized registration web site to include multiple categories including hotel reservations, air ticket request, branding, rich content, social links, agenda, event information, contact details, FAQ’s and upload documents
- Mobile responsive registration web site can be accessed by attendees during the event to access information and receive updates
- Registration fields including custom questions and rules for registration process
- Targeted event email communications and email templates
- Ability to import or add attendees
- Event registration alerts to planner for registration activities
- Budget tracking of estimated, negotiated and actual including attachment upload
- Online Event Registration: Allow for registration on behalf of attendees on registration sites
- Room Block Management: Load a room block and let attendees claim their rooms in real time as inventory counts are reflected with every booking
- Ability to manage Group Air
- Companion management
- Option to create private events
- Google Maps for locations
- Attendee management and communication via email and SMM messaging
- Logistical reports exported to Excel for attendees, responses, rooming list and flight manifest
Dashboard and Event Reporting:
- Ability to collect payments via third party system Stripe
- Ability to manage inventoried items
- Option to Integrate with Concur for select features including air bookings and room blocks (additional fee)
- Other Services. Groupize shall perform the following additional Services:
- Follow-up with Properties electronically and manually to assure reasonable response times.
- General Requirements for the Services.
- Each page available through a URL will be properly formatted for viewing at screen resolutions of 1024 x 768 and higher.
- Each page available through a URL will fully support the following browsers:
- Internet Explorer – version 11.0 and above
- Firefox – latest version
- Chrome – latest version
- Safari version 10.0 and above
- Reliability Service Metrics For the Services.
The Services shall operate materially in accordance with the following requirements:
- During each month during a Work Order Term, the Services under such Work Order shall have a minimum monthly uptime operation of ninety-nine percent (99%) excluding permitted, reasonable, previously scheduled maintenance downtime.
- Actual scheduled maintenance downtime for the Services under a Work Order will be performed at off-peak hours and Groupize will provide Company with at least one (1) Business Day’s prior notice of such scheduled maintenance.
Groupize shall report its compliance with the foregoing service levels upon Company’s request. If it is determined that Groupize failed to comply with the foregoing service levels, Groupize will provide a written report identifying suspected causes of such failure and actions being taken to resolve the causes of such failure.
If, during any two (2) consecutive months, Groupize (i) fails to provide at least ninety-eight percent (98%) monthly uptime operation, excluding permitted, reasonable, previously scheduled maintenance downtime and the consequences of downtime of third‑party providers (e.g. Travelport) or (ii) exceeds ten (10) seconds of average page download speed, each, under a Work Order, then Company may terminate this agreement without penalty by providing thirty (30) days’ written notice.
Within ten (10) days following the execution of this Agreement, each Party shall provide to the other Party names and contact information for supervisory staff in its technology operations centers, along with written instructions for escalation of technical issues.
Contact Center Service Standards
Groupize agrees to provide support services for Company that comply with the following requirements (the “Contact Center Services”):
- Contact Center Services will be available from Monday through Friday, 9:00 AM to 5:00 PM EST, except for holidays (“Business Hours”).
- Eighty percent (80%) of Company’s calls to Groupize’s Contact Center during Business Hours will be answered within 30 seconds.
- Eighty percent (80%) of emails from Company to Groupize’s Contact Center will be answered within 6 Business Hours.
Groupize shall report its compliance with the foregoing service levels upon Company’s request. If Groupize fails to comply with the foregoing service levels, Groupize must supplement its monthly report with a written report identifying suspected causes of such failure and actions being taken to resolve the causes of such failure.
In addition, if, during any two (2) consecutive months, Groupize (i) answers fewer than sixty percent (60%) of Company’s calls within twenty (20) seconds, or (ii) answers fewer than sixty percent (60%) of Company’s emails within six (6) hours, then Company may terminate the Agreement without penalty by providing thirty (30) days’ written notice of termination.
Within ten (10) days following the execution of this Agreement, each Party shall provide to the other Party names and contact information for supervisory staff in its Contact Centers, along with instructions for escalation of Company Contact Center issues.