PLEASE READ THIS DOCUMENT CAREFULLY AS IT INCLUDES IMPORTANT LIMITATIONS OF LIABILITY AND WAIVERS OF LEGAL RIGHT
This Service Agreement, Release, and Indemnity Agreement (the "Agreement”) is made effective as of Tue, March 21, 2023 ("Effective Date”) by and between Hotel (the "Hotel”) and Retreat Technologies, Inc. ("Service Platform”). Hotel and Service Platform may also be individually referred to herein as a "Party,” and collectively as the "Parties.”
WHEREAS the Service Platform agrees to provide the services set forth herein for Hotel and Hotel desires the services from the Service Platform.
1. Purpose. This SLA outlines the standard of service expected between hotels and service platform to ensure seamless and efficient booking transactions, and to prevent intermediary transactions.
2. Service Level Agreement. The following standards of service are expected to be upheld by both hotels and Service platform:
(a) Accurate and Up-to-date Availability: Hotels must provide accurate and up-to-date availability information to Service platform at all times.
(b) Quick and Efficient Booking Process: Service platform must be able to quickly and efficiently book rooms through an automated booking system or directly with the hotel.
(c) Timely Response to Queries: Hotels and Service platform must respond to each other's queries in a timely and professional manner, with a response time of no more than 24 hours.
(d) Confidentiality: Both parties must maintain the confidentiality of all information shared and must not share or use such information for any purpose other than to fulfill the purpose of this SLA.
4.Responsibility. Hotels are responsible for providing accurate availability information and responding to queries in a timely manner. Service platform are responsible for quickly and efficiently booking rooms and maintaining the confidentiality of all information shared.
5.Direct Customer Interaction. Hotels must not have any direct interaction with customers that have been referred by Service platform. All customer inquiries and booking transactions must be handled exclusively through the travel agency.
6.Dispute Resolution. In case of a dispute between the parties, both parties must make an effort to resolve the dispute through mutual agreement. If a resolution cannot be reached, the dispute must be resolved through mediation or arbitration.
7. Force Majeure: "Force Majeure” means, in relation to Service Platform, any circumstances beyond the reasonable control of Service Platform, (including, but without limitation, acts of God, explosion, flood, tempest, forceful wind, fire or accident, war or threat of war declared or undeclared, acts of terrorism, sabotage, insurrection, riots, strikes, civil disturbance, requisition, sickness, infectious disease, epidemics, pandemics, quarantine, government intervention, weather conditions, defects in machinery and vehicles, delay, wildlife, or other untoward occurrences). Service Platform shall not be deemed to be in breach of these terms and conditions or otherwise be liable to Hotel, by reason of delay in performance, or by non-performance, of any of its obligations hereunder to the extent that any such delay or non-performance is due to any Force Majeure.
8. Term. This Agreement shall commence as of the Effective Date and shall continue through the conclusion of the Event.
9. Claims Deadline and Exclusive Jurisdiction: Hotel agrees to present any claims or disputes it may assert against Service Platform, of any nature arising out of or related to this Agreement or the services provided hereunder, in writing within 30 days of the conclusion of the Event to the address indicated for Service Platform in the signature section for this Agreement and to file suit, if any, within one year of the conclusion of the Event. Hotel acknowledges that this paragraph expressly limits the applicable statute of limitations to one year and that no action against Service Platform, of whatever nature, may be validly filed after such date, even if the applicable law would allow for a longer period of time
10. Choice of Law/Arbitration/Forum Selection. The parties agree that any and all disputes whatsoever in connection with, related to, or arising directly or indirectly from this agreement or the services provided by Service Platform hereunder shall be determined exclusively in accordance with the laws of the state of california without regard to its conflict of laws principles. This choice of law clause, however, shall not apply to the procedures governing the arbitration provided for in the immediately following paragraph, which is to be governed by the federal arbitration act.
The parties also agree that any dispute, claim or controversy in connection with, related to, or arising directing or indirectly from this agreement or the services provided under this agreement, whether arising in contract, tort or otherwise (including the interpretation and scope of this arbitration clause, and the arbitrability of any dispute, claim or controversy) shall be finally settled by arbitration in accordance with the then-prevailing commercial arbitration rules of the american arbitration association, as modified herein ("rules”). There shall be one arbitrator who shall be jointly selected by the parties. If the parties have not jointly agreed upon an arbitrator within twenty (20) calendar days of respondent’s receipt of claimant’s notice of intention to arbitrate, either party may request the american arbitration association to furnish the parties with a list of names from which the parties shall jointly select an arbitrator. If the parties have not agreed upon an arbitrator within ten (10) calendar days of the transmittal date of the list, then each party shall have an additional five (5) calendar days in which to strike any names objected to, number the remaining names in order of preference, and return the list to the american arbitration association, which shall then select an arbitrator in accordance with rule 13 of the rules. The place of arbitration shall be san francisco, california. The arbitration shall be governed by the federal arbitration act, 9 u.S.C. §§ 1-16, and not by any state law concerning arbitration. Each party shall bear its own costs and expenses in any such arbitration and one-half of the arbitrator’s fees and expenses. The parties also agree that any actions to enforce an arbitral award will be brought, if at all, in and before the united states district court for the northern district of california in san francisco, california, u.S.A., to the exclusion of the courts of any other country, state, city, municipality, county or locale. The parties consent to jurisdiction and waive any objection that may be available to any such action to enforce an arbitral award from being brought in such court.
11. No Party Deemed Drafter. All Parties to this Agreement have had the opportunity to consult and obtain advice of legal counsel in the negotiation and preparation of this Agreement. Accordingly, this Agreement has been drafted on the basis of the Parties' mutual contributions of language and the Agreement is not to be construed against any Party as being the drafter of this Agreement.
12. Complete Agreement, Modification or Waiver. This Agreement represents the complete understanding of the Parties. This contract may he amended after the date, hereof, in writing, including agreements by e-mail by and between the signed Parties. Any amendment, modification, termination, or waiver shall be binding when in writing and signed by the Party or Parties against whom the amendment, modification, termination, or waiver is sought to be enforced.
13. Assignment. Each Party agrees this Agreement is not assignable without the written consent of the other Party.
14. Severability. If any provision of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalid in any manner