These Terms and Conditions are part of the Service Agreement for the use of Switch.cm System. The Service Agreement and Service Addendum are sent to the user’s email address upon sign up and requires electronic signature. This document contains all legal policies involved in the use of Switch.cm and it is available for download.
TERMS AND CONDITIONS
1. FEES AND PAYMENT
1.1. Initial Activation fee and Fees. CUSTOMER shall pay to COMPANY an initial Activation (“Activation fee”) and a Monthly Subscription according to the subscription plan chosen. Invoice for Activation fee will be sent to CUSTOMER upon Sign up Date and is due on receipt of invoice. Access to the System will not be granted (or maintained) until Activation fee is paid in full. Subscription fees will be invoiced on a monthly basis, with first invoice being sent after free trial period and due upon receipt.
1.2. Payment Terms. Payment will be automatically collected through Braintree or Paypal recurring system. All invoices will be delivered electronically via email to the designated contact located on the Payment Page. In the event of a returned or a denied payment attempt, a reprocessing fee of US $99 per instance will apply.
1.3. Failure to pay Fees within the time frames specified herein may result in late fees of 10% per month and/or in immediate suspension or termination of COMPANY services. To reinstate service after non-payment or late payment of Subscription fees, CUSTOMER will pay a Reinstatement fee up to 50% of the initial Set-up fee, plus all outstanding fees if settled within 30 days of suspension; thereafter a Reinstatement fee up to 100% of the initial Set-up fee will apply.
1.4. Unpaid balances, over 90 days old, will be subject to additional standard collection and legal fees, as well as immediate suspension or termination of COMPANY’s Services.
1.5. Change of Fees. In the event of any change in Services, as mutually agreed upon by CUSTOMER and COMPANY, the updated fees are payable from the month of change through the remaining term of the agreement. Additionally, COMPANY reserves the right to increase fees for contracted services by no more than 5% on an annual basis.
1.6. All payments are exclusive of handling costs and transfer fees. CUSTOMER is responsible for paying any standard governmental duty, tax, levy or fees imposed on any transaction falling within this agreement.
1.7 Complimentary Stay. CUSTOMER shall make available at least 1 (one) complimentary night per consecutive 12 (twelve) months to be used by COMPANY. Although complimentary stay is based on availability and is not guaranteed on the exact date requested, CUSTOMER shall make efforts to accommodate.
2. CUSTOMER AUTHORIZATION, ACCESS AND TRAINING
2.1. Required Data. CUSTOMER shall provide all necessary information and content, on a timely basis, required for building of initial System database and the User interface, including but not limited to hotel information, room types, descriptions, user name/password, quality photographs, logos, etc. CUSTOMER will continually maintain and update in a timely fashion all Hotel information in the System database and ensure such information remains current and accurate in order to prevent errors due to incompatibility with distribution channels.
2.2. Restrictions. COMPANY reserves the right to refuse partnership with any website.
2.3. CUSTOMER Access. Upon execution of this agreement, COMPANY will send an electronic package to the email address provided for the Party identified as on the Property Details page. This package will contain documentation, the URL and a unique login to the System so the contact may enter the Required Data. Once CUSTOMER has entered the Required Data into the System, COMPANY will finalize the Set-up and testing of the CUSTOMER’s account.
2.4. Training. On completion of the account Set-up, COMPANY will provide CUSTOMER’s Designated Users with an initial live online training session. Additional training at CUSTOMER request, and which is not necessary as a result of any act, omission or default by COMPANY, may be subject to COMPANY’s then-current billing rates, with applicable minimum charges for labor, materials and travel
3. SYSTEM USAGE REQUIREMENTS
3.1. COMPANY and its technical department continually work directly with its hotels to increase the speed and efficiency of its online distribution solutions. However, utilizing an intermediary system that has not been authorized by COMPANY to upload data to the COMPANY’s System violates the terms of this Agreement. SWITCH.CM runs online (over the internet) the same way you would access your online email account. Nothing is installed on your computer or downloaded.
4. TERM AND TERMINATION
4.1. Initial Term. The initial term of the Service Agreement shall be twelve (12) months, and shall begin on the Sign Up Date.
4.2. Renewal Term. The Agreement shall automatically renew for successive twelve (12) month terms, unless either Party sends the other written notice of its desire not to renew the Agreement at least thirty (30) days prior to the end of the then-current term.
4.3. Termination. This Agreement may be terminated for the following causes:
4.3.1. If a Party is in default of its obligations and fails to cure default within thirty (30) days after receiving a written notice of 90 days.
4.3.2. If a Party is adjudicated as bankrupt.
4.3.3. If a Party ceases its usual operations for three (3) consecutive days; force majeure, acts of God, and external power failures
4.3.4. Either Party may terminate this Agreement upon thirty (30) days written notice during the term of the Agreement after the initial term or in subsequent terms. In case of termination, CUSTOMER shall pay all monies currently owed and forward owed to COMPANY within thirty (30) days of the termination of this Agreement. Termination of this Agreement automatically and immediately revokes the CUSTOMER Authorization.
Employees or agents of a Competitor providing a product or service similar to System are not eligible to enroll in, nor utilize, the tool.
6. GOVERNING LAW
Jurisdiction, applicable law, and venue of the State of California will govern this Agreement, without reference to rules governing choice of laws.
7. NO WAIVER
COMPANY failure to enforce the CUSTOMER’s strict performance of any provision of this Agreement will not constitute a waiver of COMPANY right to subsequently enforce such a provision or any other provision of this Agreement.
8. PUBLIC ANNOUNCEMENT
COMPANY may use the CUSTOMER’s name(s) and/or brand names(s), image(s), logo(s) or likeness for identifying the CUSTOMER’s COMPANY as a CUSTOMER in public relations, print and online marketing, sales or promotion purposes. CUSTOMER grants COMPANY the right to announce the relationship with a press release upon contract signing. The CUSTOMER retains the right of ownership of all name(s) and/or brand name(s) and will have the right to pre-approve quotes or text endorsements, not to be unreasonably withheld, prior to public distribution.
9. FORCE MAJEURE
Neither Party will be liable for failure to perform or delay in performing any obligation under this Agreement, other than for delay in the payment of money due and payable hereunder, if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), commercial impracticability (commercial impracticability meaning business is closed for more than 30 days and/or out of business), embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such Party. Upon written notice, dates by which performance obligations are scheduled to be met, other than for delay in the payment of money due and payable hereunder, will be extended for a period of time equal to the time lost due to any delay so caused. As a condition to the claim of non-liability, the Party experiencing the difficulty shall give the other prompt written notice (prompt written notice is considered to be no more than ten days from the date of cause), with full details following the occurrence of the cause relied upon. Force Majeure applies as of date of notice, and is not retroactive.
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.