This HopSkip, Inc. (“HopSkip”) Booking Fee Policy (“Policy”) shall apply to any hotel (“Hotel”) which utilizes the HopSkip Online Platform (“Platform”). HopSkip and Hotel shall be collectively referred to in this Policy as “the Parties.”
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The Platform offers online tools and services (collectively “Services”) to groups seeking to research, secure and contract with hotels for their meetings and events (such individuals and the organization they represent shall be collectively referred to in this Policy as “Planner”). Planners require proposals to be submitted on the Platform so they can easily compare offers, download reports, present offers to stakeholders, and make informed decisions.
HopSkip builds and fosters relationships with professional meeting and event planners through online and personal services, and educational content, creating an affinity to the Platform, and subsequently generating revenue for Hotels.
There is no cost to the Hotel to market their property on the Platform and to receive and respond to any request for proposal (“RFP”).
If a Hotel is selected by a Planner for an event, HopSkip will charge the Hotel a booking fee as set forth in this Agreement. Hotel agrees to pay such booking fee subject to the terms and conditions set forth in this Agreement.
The Hotel shall: a) provide HopSkip with accurate and updated information regarding the Hotel, its facilities and services, and any other information requested by HopSkip; b) respond promptly to any request for proposal (“RFP”) from a Planner via the Platform; c) notify HopSkip as to whether, after receiving Hotel’s response to such RFP, the Planner selected the Hotel for its meeting or event; d) verify contracted room revenue amount for the meeting or event; and e) should the Planner select the Hotel for its meeting or event, Hotel shall pay HopSkip a booking fee set forth in this Policy.
HopSkip shall: a) operate the Platform as outlined in the Service Level Agreement (subject to downtime for regular maintenance of the Platform); b) provide Planner with information regarding the Hotel (which has been submitted to it by Hotel) as may be requested by Planner; c) assist Planner, if requested, in communicating with the Hotel regarding their RFP; d) provide Hotel with ongoing support in using the Platform including summaries of any RFPs which have been submitted to Hotel via the Platform; e) facilitate and expedite responses to RFPs by Hotels to Planners, and responses to proposals by Planners to Hotels; and f) summarize and compare proposals from Hotels for Planners to review on the Platform; g) share any feedback it receives from Planner regarding the Hotel.
Should Hotel enter into a contract with a Planner after receiving the Planner’s RFP via the Platform (regardless of when the contract is signed), this booking (“Booking”) shall require the Hotel to pay HopSkip a Booking Fee as set forth in this section.
The Booking Fee does not apply when a 3rd party IATA-certified planner is requesting commission. Each RFP will be clearly marked when a 3rd party commission is being requested.
The Booking Fee shall be equal to three percent (3%) of the total room revenue for the Booking (not including resort/amenity fees, food and beverage and/or any ancillary revenue). Total room revenue is based on the contracted amount after applying any attrition.
Upon its receipt of notice of the Booking and verified contracted room revenue amounts for the Booking, HopSkip shall send an invoice to Hotel for the Booking Fee. Hotel shall pay the Booking Fee within thirty (30) days of its receipt of the invoice.
Payments for Booking Fees and Annual Subscription Fees must be made via electronic transfer unless otherwise agreed by the Parties.
The Booking Fee (or Annual Subscription Fee if so elected by the Hotel) shall be due to HopSkip regardless of when the Booking is finalized (i.e., contract signed) and regardless of whether the Hotel and Planner conducted negotiations for the Booking on the Platform. Should Hotel terminate its participation in the Platform, any RFPs received by the Hotel via the Platform shall be subject to a Booking Fee regardless of whether the Booking is finalized before or after the termination of this Policy. HopSkip will invoice Hotel when the contract is signed by Planner and Hotel. The Booking Fee is fully earned at this time.
No additional fees are due to HopSkip beyond the Booking Fee. Hotel will not incur any additional fee for the Booking upon event actualization/consumption.
In the event of cancellation of the contract and/or meeting or event which is the subject of the contract, HopSkip will not refund the Booking Fee as it is fully earned as of the date the contract is signed by Planner and Hotel.
Hotel shall not do anything to interfere with HopSkip’s right to be paid a Booking Fee (or Annual Subscription Fee if so elected by the Hotel).
Representations and Warranties
Hotel represents and warrants that it is authorized to offer sleeping rooms and meeting space it offers on the Platform.
Hotel represents and warrants that it has owns or has a license which permits it to utilize photographs, video recordings, logos and other information about the Hotel (collectively “Intellectual Property”) and that such ownership or license is transferrable such that it permits HopSkip to do the same and to provide such Intellectual Property to its Planner.
HopSkip makes no representations or warranties as to the creditworthiness or other information provided to the Hotel by Planners and in no event shall be liable to Hotel for any liability arising out of or related to any Planner or to any Booking in any manner whatsoever including, but not limited to, the cancellation or lack of performance (attrition) of any Booking.
HopSkip makes no representation or warranties to Hotel that Hotel will receive any RFPs or Bookings during its participation on the Platform.
HopSkip does not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in relation to its guests and to any of its activities or operations. Hotel represents and warrants that it shall comply with the terms of this provision as it relates to its obligations under this Policy.
Hotel shall defend (with legal counsel of HopSkip’s choice), hold harmless, and indemnify HopSkip and its parent, successors, assigns, subsidiaries, affiliates, officers, directors, agents, and employees (collectively “HopSkip Indemnitees”) from and against any and all claims, demands, actions, liabilities, losses, damages, costs, and expenses of any nature, including attorneys' fees and expenses which any HopSkip Indemnitees may suffer as a result of: a) Hotel’s or its employees’, agents’ or contractors’ negligent acts or willful misconduct; b) the performance or breach of this Policy by Hotel, its employees, agents or contractors; c)Hotel’s breach of any representation and warranty set forth in this Policy; and/or any claims that Hotel’s use of Intellectual Property infringes on the Intellectual Property rights of another. The terms of this provider shall survive the termination or expiration of this Policy.
Each party acknowledges and agrees that each will receive or have access to confidential information unique to the other party and that the disclosure or unauthorized use of such confidential information may injure the Disclosing Party’s business and, as such, shall not disclose such confidential information to any party without the Disclosing Party’s prior written consent.
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Policy, for any failure or delay in fulfilling or performing any term of this Policy or any Booking, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control (“Force Majeure Event”). The party suffering a Force Majeure Event shall give written notice to the other party as soon as reasonably possible, stating the period of time the Force Majeure Event is expected to continue.
The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Policy promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Policy. Notwithstanding the above, either party may seek injunctive or other equitable relief immediately.
Venue and Controlling Law
This Policy and all disputes and causes of action between the Parties (in contract, warranty, tort, strict liability, by statute or otherwise) shall exclusively be governed by the laws of the State of Pennsylvania (exclusive of its conflicts of law principles). The sole and exclusive venue for any disputes, claims, or causes of action, legal or equitable, arising under the Policy or otherwise, shall be the state or federal court located in Philadelphia, Pennsylvania and the Parties hereby consent to this jurisdiction and shall not contest venue or personal jurisdiction in this forum.
Hotel shall not assign its rights or obligations under this Policy without the prior written consent of HopSkip. HopSkip may assign its rights or obligations under this Policy to a wholly-owned subsidiary or to a successor in interest. Subject to the foregoing, the provisions of this Policy shall be binding upon the parties to this Policy and their respective permitted successors and assigns. Any attempted assignment in violation of this section shall be of no force or effect.
Any failure of one of the parties hereto to comply with any obligation, covenant, agreement, or condition herein may be waived by the other party, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
In case any one or more of the provisions contained in this Policy shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, the same may be modified or stricken by a court of competent jurisdiction to the extent necessary to allow the court to enforce such provision in a manner which is as consistent with the original intent of the provision as possible. The striking or modification by the court of a provision shall not have the effect of invalidating this Policy as a whole.
Notices to Hotel or HopSkip hereunder shall be in writing and delivered personally or by overnight mail to the addresses listed in the Platform.
The headings to the various sections of this Policy are inserted only for convenience of reference and are not intended, nor shall they be construed to modify, define, limit, or expand the intent of the parties as expressed in this Policy.
DISCLAIMER AND RELEASE OF CLAIMS
THIS POLICY DOES NOT A CONSTITUTE A GUARANTEE OF ANY BUSINESS TO BE PROVIDED BY HOPSKIP TO HOTEL. FURTHER, HOTEL WAIVES AND RELEASE ANY AND ALL CLAIMS AGAINST HOPSKIP ARISING OUT OF OR RELATED TO THE PLANNER’S OR ITS GUESTS’ STAY AT THE HOTELS INCLUDING, BUT NOT LIMITED TO, CLAIMS INVOLVING DAMAGES CAUSED BY THE PLANNER’S OR ITS GUESTS’ CRIMINAL, NEGLIGENT OR INAPPROPRIATE CONDUCT.
LIMITATION OF LIABILITY
In no event shall either party be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind including, but not limited to, loss of economic and special damages, loss of use, lost profits, loss of good will, data, revenue, or in any way connected with this Policy even if the party from which damages are being sought have been previously advised of the possibility of such damages.
Modifications to Policy
HopSkip may modify this Policy and shall provide Hotel with written notice of any changes to this Policy via email to the address(es) on file and such changes shall be effective as of the date set forth in the Policy update.
This Policy, which includes all of the terms and conditions hereunder, and all exhibits, riders or limited warranties attached hereto, is intended to be the sole exclusive and final statement of the terms and understandings relative to the subject matter hereof, merging herein and superseding all negotiations and prior written or oral agreements or representations between the parties as to the subject matter of this Policy.