This Agreement is made by Corporate Lodging Consultants, Inc. ("CLC") located at 8111 East 32nd. St. North Suite 300, Wichita, Kansas 67226 and the "Customer" named and described in the application submitted (the "Application"). CLC provides and sells "Lodging Services" and "Traveler Support Services" for business travel as described herein (collectively referred to as "CLC Services"). Customer agrees to purchase from CLC and CLC agrees to sell to Customer the CLC Services under the following terms and conditions.
- Pricing/Fees/Payment: The Customer authorizes CLC as its broker to charge all valid hotel room and tax charges, Account Setup Fees, Transaction Fees, Network Fees, Non-Usage Fees, CheckINN Card Fees, Directory Assistance Fees, Print Directory and Insert Fees, and Reservation Services Fees (collectively "Charges") to the Customer credit card identified in the Application. Account Setup Fees, if applicable, shall become due and payable immediately upon approval of the Application by CLC. CheckINN Card Fees, if applicable, shall become due and payable upon the issuance of CheckINN Cards. All other Charges shall become due and payable at the time of the applicable transaction. CLC fees are subject to change upon prior notice of at least one week from CLC to Customer by CLC's publication of the changed fees via e-mail, mail or available on the program's website. Hotel room and tax charges are subject to change at any time without notice prior to an individual hotel stay. Hotel room, tax and CLC fees are available through CLC Lodging via Customer's online Web account or CLC's mobile app for iPhone/Android. In the event Customer's credit card is not honored when a transaction is presented for payment, Customer shall immediately pay to CLC the amount of unpaid Charges plus a collection fee of $10.00 in addition to any other remedy CLC may pursue under this Agreement. The duty of Customer to pay CLC for valid charges under this Agreement is absolute and shall not be diminished, excused or discharged by any act of Customer, its designee or agent, whether negligent, dishonest or otherwise, including unauthorized use of CLC Services by Customer, its designee or agent. Customer agrees to refer all inquiries from HOTELS regarding COMPANY lodging to CLC for consideration and exert reasonable best efforts to ensure that TRAVELERS utilize HOTELS provided by CLC. Pricing and terms of this AGREEMENT are set with the agreement of the parties that substantially all of COMPANY's TRAVELERS will be required to utilize HOTELS provided by and billed through CLC. The Customer authorizes CLC as its broker to charge all valid hotel room and tax charges, Account Setup Fees, Transaction Fees, Network Fees, Non-Usage Fees, Low Usage Fees, CheckINN Card Fees, Directory Assistance Fees, Print Directory and Insert Fees, and Reservation Services Fees (collectively "Charges") to the Customer credit card identified in the Application.
- Lost or Cancelled CheckINN Cards: Customer shall regard CheckINN Cards supplied by CLC as being solely the property of CLC and acknowledges that all such cards are subject to immediate cancellation upon notice from CLC. Customer shall: (a) immediately discontinue use of CheckINN Cards and cause such cards to be destroyed or returned to CLC upon CLC's written notice to Customer, (b) notify CLC immediately of the loss or theft of any CheckINN Cards, (c) collect all CheckINN Cards from terminated employees and agents and promptly destroy or return such cards to CLC, and (d) remain responsible for use of all CheckINN Cards until receipt by CLC of written notice by registered or certified mail, facsimile, e-mail or through CLC's Customer Web Site of said loss, theft or employee termination.
- Term and Termination: This Agreement shall be made effective and deemed executed: (i) by Customer upon its submission of the Application in writing, by phone, through online application on CLC's website, or otherwise; and (ii) by CLC upon approval by CLC of Customer's Application and issuance of CheckINN Cards. This Agreement shall continue until terminated: (a) with 15 day advance written notice given by either party to the other, (b) without notice by either party upon the other party's Default (as hereinafter defined) of this Agreement, (c) without notice by CLC if CLC determines in its sole discretion that Customer is no longer credit worthy, or (d) in case Customer executes this Agreement by phone, by Customer, within 3 days of the receipt of the first written confirmation of the execution of this Agreement. Upon termination of this Agreement, Customer agrees to destroy or to return any materials, forms, supplies and other properties delivered by CLC to Customer, including but not limited to CheckINN Cards, and to pay all Charges incurred prior to the date of such termination, without set-off or deduction. The obligations of confidentiality and indemnification herein shall survive any termination of this Agreement.
- Default: Either party shall be in "Default" of this Agreement to the extent that such party: (a) fails to satisfy payment terms as described herein, (b) becomes insolvent, makes an assignment for the benefit of creditors or is placed in a bankruptcy proceeding (voluntary or involuntary) or in the hands of a receiver, or (c) fails to satisfy or comply with any other term or condition of this Agreement. In the event of a Default, the non-Defaulting party may terminate this Agreement in accordance with Section 4 hereof, and seek any additional remedy available at law or equity unless expressly limited by the terms of this Agreement.
- Limitation on Liability: The parties agree that as a broker CLC shall have no responsibility for the safety of Customer's travelers in connection with providing CLC Services hereunder and that CLC makes no warranties or representations of any kind with respect to the safety of any hotel facilities, services, grounds, transportation services or surrounding areas. Customer agrees to indemnify, protect, defend and hold CLC, its parent and subsidiary entities, and its and their officers, directors, employees, agents, and affiliates ("Indemnified Party") harmless from any and all claims, demands, actions, losses, cost and expenses, including attorney fees and court costs for any accident, personal injury, property damage, incidental or consequential damages, economic loss, or any other loss of any kind sustained or incurred by Customer's employees, agents, representatives or any other person or entity, which are alleged to arise directly or indirectly out of Indemnified Party's performance or its failure to perform any CLC Services or obligations under this Agreement, regardless of the nature of the claim or the theory or recovery asserted against the Indemnified Party, including claims that Indemnified Party was at fault, negligent, or strictly liable. Customer further agrees that Indemnified Party's liability for damages of any kind in connection with the performance of this Agreement shall not in any case exceed the Charges (exclusive of hotel charges) paid by Customer to CLC during the latest twelve (12) month period. In no event shall Indemnified Party be liable for any consequential, economic or special damages in connection with this Agreement even if Indemnified Party has been advised of the possibility of such damages.
- Disputes: CLC will use reasonable efforts to assist Customer in resolving any transactions disputed between Customer and a hotel, provided, however, that CLC shall have no responsibilities (financial or otherwise) for such disputed transactions. Final resolution of disputed transactions is the responsibility of Customer and/or the hotel.
- The CheckINN Card is intended solely for business travel at participating hotels.
- No persons under the age of 18 are permitted to stay at a CLC network property using the CheckINN Card as the primary method of payment.
- This Agreement shall be governed by and construed in accordance with the laws of the state of Kansas. Customer agrees that all claims, actions or disputes in connection with this Agreement shall be resolved exclusively in the courts of Sedgwick County, Kansas.
- If any part of this Agreement shall be determined to be invalid, illegal or unenforceable by any valid Act of Congress or act of any legislature or by any regulation duly promulgated by the United States or a state acting in accordance with the law, or declared null and void by any court of competent jurisdiction, then such part shall be reformed, if possible, to conform to the law and, in any event, the remaining parts of this Agreement shall be fully effective and operative insofar as reasonably possible
- This Agreement and the rights and obligations hereunder may be assigned by CLC, but not by Customer. Customer agrees to notify CLC immediately in writing of any changes in Customer's ownership or legal structure.
- Any notice required to be given pursuant to the terms and provisions hereof shall be in writing, postage and delivery charges pre-paid, and shall be sent by e-mail, facsimile machine, hand delivery, overnight mail service, first-class mail or certified mail, return receipt requested, to Customer or CLC at the addresses and/or e-mail addresses and/or facsimile numbers set forth in the Application.
- This Agreement, including the Application, constitutes the entire understanding and agreement between the parties concerning the subject matter hereof, and supersedes all prior negotiations, agreements and understandings between the parties, whether oral or in writing, concerning the subject matter hereof.
Effective January, 2016