Terms and Conditions for Enterprise Subscriptions
THIS AGREEMENT, effective on CLIENT’s date of purchase, is made by and between CLIENT; and Hostfully, Inc., a corporation organized under the laws of California (herein referred to as “Hostfully”).
W I T N E S S E T H:
WHEREAS, CLIENT desires to have Hostfully provide a web-based platform for guidebook and hospitality support services.
WHEREAS, Hostfully will provide comprehensive assistance to CLIENT for providing digital guidebooks to CLIENT’s GUESTS.
NOW, THEREFORE, the parties hereto agree as follows:
Article 1. DEFINITIONS
- “CLIENT” means CLIENT and its entire group of properties and clients.
- GUEST” means a guest staying in a property managed by CLIENT, spouse and dependents.
- “Services” means the services covered under this Agreement
Article 2. SERVICES
- Hostfully shall provide a web-based platform that assists CLIENT in creating and maintain guidebooks, and as further described in Addendum 1.
Article 3. FEE AND PAYMENT
CLIENT shall pay to Hostfully a fee for the Services as described in Addendum I.
CLIENT shall pay within 30 days of invoice receipt. Failure to pay will result in a penalty equal to 1 ½ % per month of the outstanding amount of the invoice.
Article 4. TERM AND TERMINATION
The initial term of this Agreement shall be for 1 year commencing on CLIENT’s date of purchase. Subsequently, this Agreement shall automatically renew for successive one (1) year terms. At the end of the initial term, and each subsequent term, either party may with or without cause, terminate this agreement upon 60 days advanced written notice to the other party. Rates shall remain in effect for the initial term of the contract unless mutually agreed to by both parties. Any subsequent changes in rates shall be mutually agreed to by both parties prior to commencement of a new term.
(a) A default shall occur hereunder if either party fails to perform any material provision of this Agreement (including timely payment of any sums due hereunder) and such failure continues for a period of thirty (30) days after such party’s receipt of written notice from the other party specifying such failure to perform.
(b) Upon the occurrence of any default and at any time thereafter during which the default remains unremedied, the non-defaulting party shall have the right to terminate this Agreement. In addition, if CLIENT is the defaulting party and Hostfully exercises its right to terminate this Agreement, all sums then due, and all sums that would have become due for the full remaining term of the Agreement, from CLIENT to Hostfully shall immediately be due and payable by CLIENT to Hostfully.
(c) No express or implied waiver by either party of any default shall constitute a waiver of any other or further default by the other party or a waiver of any of the non-defaulting party’s rights.
(d) Hostfully agrees that any assurances and/or performance standards promised under this Agreement will be met. Failure to meet any or all of these promises for three (3) or more consecutive months will be considered a breach of contract on part of Hostfully.
Article 5. GENERAL PROVISIONS
5.1 Intellectual Property
Hostfully is and shall remain the sole and exclusive owner of (i) all written materials and information distributed by Hostfully, (ii) Hostfully’s website and all portions thereof, including without limitation all intellectual property rights therein, (iii) all information appearing on Hostfully’s website (except to the extent such information is specifically identified as created by or belonging to a third party) and (iv) all intellectual property related thereto (collectively, the “Hostfully Products”). Hostfully’s Products are and will remain the sole and exclusive property of Hostfully, whether they are separate or combined with any other property or materials. CLIENT acknowledges Hostfully’s exclusive ownership of the Hostfully Products. CLIENT shall take no action that could interfere with or diminish Hostfully’s right, title, and interest in the Hostfully Products. Hostfully’s rights under this subsection will include, but will not be limited to: (i) all copies of the Hostfully Products, in whole and in part; (ii) all intellectual property rights in the Hostfully Products; and (iii) all modifications to, and derivative works based upon the Hostfully Products. CLIENT shall place or maintain any copyright, trademark and similar notices specified by Hostfully on any Hostfully Products in CLIENT’s possession.
5.2 Limitation of Liability
Notwithstanding anything to the contrary in this agreement, Hostfully shall in no event be liable for any lost revenue, profit, or indirect, special, consequential, incidental or punitive damages suffered by client or any third party as a result of the provision of services under this agreement. Furthermore, but expressly excluding the following paragraph, Hostfully’s total liability under this agreement shall be limited to the aggregate monthly fees paid to Hostfully under this agreement.
Hostfully shall indemnify, hold harmless, and defend the CLIENT, its directors, officers, and Employees against and from any and all claims, suits, losses, damages, settlements, costs, judgments, fines, and expenses (including, but not limited to, attorneys’ fees) relating to any claim arising out of or in any way attributable to the performance of the Services, herein contracted for. If the CLIENT becomes aware of such claims, it shall promptly notify Hostfully of any lawsuit involving any such claims. The CLIENT shall provide Hostfully with reasonable and appropriate information and assistance for such defense at Hostfully’s expense. Hostfully shall be liable for reasonable attorneys’ fees and all costs of litigation associated with enforcement of the obligations set forth in this Section 5.3
CLIENT agrees to indemnify Hostfully from and against any and all costs and expenses incurred by Hostfully, including reasonable attorney’s fees, in defending any and all claims by CLIENT and other third parties, including governmental units, arising, in whole or in part, out of CLIENT’s misrepresentations of the Services provided by Hostfully, or other actions taken by CLIENT without the knowledge or consent of Hostfully and which are beyond the control of Hostfully.
5.3 Attorneys’ Fees
In the event of any litigation or arbitration between the parties hereto arising out of or in connection with the Agreement, the prevailing party shall be reimbursed for all reasonable costs, including, but not limited to, reasonable attorneys’ fees, incurred in connection with such proceedings (including, but not limited to, any appellate proceedings relating thereto) or in connection with the enforcement of any judgment or award rendered in such proceedings. “Prevailing party” within the meaning of this Article shall include, without limitation, a party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached or consideration substantially equal to the relief sought in the action.
Any controversy or claim arising out of this Agreement, or the breach thereof, shall be submitted to binding arbitration. If the claim or controversy is initiated by or on behalf of Hostfully, it shall be brought in the location dictated by CLIENT. If the claim or controversy is initiated by or on behalf of CLIENT, it shall be brought in the location dictated by Hostfully. In all instances, the arbitrator shall be selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction. The arbitrator shall award the prevailing party all reasonable costs, including but not limited to reasonable attorney’s fees, and the fees of the arbitrator, with respect to such arbitration. The parties intend that reasonable, limited discovery is allowed by the arbitrator.
Article 6. NOTICES
Any notices required or permitted to be sent hereunder shall be in writing and shall be addressed as follows and shall be delivered either by personal delivery or by the U.S. mail, telegraph, telex, telecopy, or email:
If to CLIENT: If to Hostfully:
Email address provided Hostfully
PO Box 590297
San Francisco, CA 94158-0297
ATTN: David Jacoby, President
All notices shall be effective upon receipt, or upon such later date following receipt as is set forth in the notice. Either party may, by written notice to the other, change the representative or the address to which such notices are to be sent.
Article 7. SEVERABILITY
In the event that any of the provisions, or portions thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, CLIENT and Hostfully shall negotiate equitable adjustment of the provisions of this Agreement with a view toward effecting the purposes of this Agreement, and the validity and enforceability of the remaining, provisions, or portions thereof, shall not be affected thereby.
Article 8. ENTIRE AGREEMENT AND MODIFICATIONS
The Agreement constitutes the entire agreement between the parties and supersedes all previous and collateral agreements or understandings with respect to the subject matter hereof. No waiver, alteration, amendment or modification of any of the provisions of the Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties.
Article 9. WAIVER OF BREACH
Waiver of a breach of any provision of this Agreement shall not be deemed a waiver of any other breach of the same or a different provision.
Article 10. APPLICABLE LAW
This Agreement shall be construed under the laws of the State of California.
Article 11. ASSIGNMENT
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Addendums and Order Forms), without the other party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, Hostfully will refund to CLIENT any prepaid fees allocable to the remainder of the term for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Article 16. MISCELLANEOUS.
16.1 Captions/Headings are for convenience only.
16.2 Nothing contained herein shall be construed as creating a partnership, joint venture, or the like between the parties.
Hostfully is an online platform to help hosts provide important information about their home, and share their favorite local recommendations. Features include:
- Tell guests the essentials
- How to get to the listing
- Check-in information
- Check-out guidelines
- Wifi name and password
- Share unique local recommendations, giving your guests the inside scoop, including Best place for coffee, your favorite parks and museums, and the top spot for breakfast
- Our flexible sections lets you share unique aspects of each home, from how to use the laundry, turn on the TV, or use the coffee maker. Each guidebook can include:
- Step-by-step instructions
- Photos and videos
- Other helpful tips that will make your guests’ lives easier
- Guidebooks are responsive design and can be accessed on any web-enabled device.
- Print versions are also available as a complement to the digital guidebook.
- “Platform-agnostic” solution that you can send to any guest, no matter which bookings site was used to make the reservation
- Dedicated Account Manager and Customer Service available by phone and email
- Private labeling: ability to add your logo and colors in select locations
- Custom urls for each listing, eg: hostful.ly/zenapartment
- Administrative access: Make changes to multiple guidebooks at one time. For example, ability to add or edit “Home Info” and “Recommendation” items on multiple guidebooks.
- Onboarding support: Hostfully will also provide a tutorial and support to client on how to use the administration dashboard, including copying guidebooks and adding a new recommendation to multiple guidebooks at once.
Terms of Service
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
Last Updated: April 25, 2016
These terms and conditions (“Terms”) govern the use and access of all Hostfully websites and pages (“Sites”) that reference or link to these Terms. By accessing the Sites you are entering a legally binding contract with Hostfully Inc., a Delaware corporation headquartered in San Francisco, California.
A user can be a host (“Host”) who creates content on the Sites, or a guest (Guest) who views content. Hosts are responsible for the content in their guidebooks, even if Hostfully assisted with creating the guidebook. If there is any information the Host does not want to publish in their guidebook, it is the Host’s responsibility to remove it wherever possible or ask Hostfully to remove it.
Hosts who create content for the Sites are solely responsible for that content and assume any and all risks associated with that content, including Host’s and Guest’s reliance on its accuracy or quality, and are releasing Hostfully of any responsibility related to the fair use of the content they have created or added to the Sites.
Hostfully is not responsible for any legal action between Host and Guest, Host and government, or any other party and the Host and/or Guest. Hostfully requires that all Hosts and Guests follow any and all local laws.
Hostfully is not responsible for any losses to Hosts due to information contained in the guidebook being accessed by unauthorized users. Hostfully recommends periodically changing any and all access codes to prevent unauthorized access.
Hostfully makes no guaranties to the accuracy or validity of information contained in the guidebooks. It is the Host’s responsibility to ensure information is correct and up-to-date. It is the Guest’s responsibility to verify the content of the guidebook.
Hostfully is not responsible for ensuring continuous access to the online guidebooks. Periodic maintenance or upgrades in the service may interrupt access as may interruptions in internet access.
You must be 18 years of age or older to access the Site.
By accessing the Site, you assume any and all risks that the information contained may be inaccurate or objectionable.
Competitors of Hostfully are not permitted to access the Site for any reason.
Hostfully is the owner of all content published in the Sites and may use the content created on the Site in any way.
Hostfully reserves the right to alter or remove any content in any way.
We reserve the right to update, alter, edit or modify these Terms at any time.
Last Updated: April 25, 2016
Hostfully will never share your personal information with anyone.