Hotel Partners Terms & Conditions

Booking Engine Service Terms and Conditions

These Service Terms and Conditions (these “Terms”) govern the Order referencing these Terms, or to which these Terms are otherwise attached, between Safara Travel, Inc., a Delaware corporation (“Safara”) and the Customer set forth in the Order. The parties agree as follows:

Definitions. Capitalized terms used but not otherwise defined in these Terms have the meanings ascribed to them in the Order. The following terms have the meanings as set forth below:
1. “Application” means any application programming interface(s), connector(s) and/or other digital interface(s) (such as a widget) or software development kit(s) provided by Safara to Customer for the purpose of integrating the Booking Engine into the Site.
2. “Applicable Law” means all international, federal, state, provincial, and local laws, regulations, binding regulatory guidance, directives, and governmental requirements applicable to the Services, or either party’s performance under this Agreement.
3. “Authorized Users” means employees and contractors of Customer for whom Customer has paid all applicable Fees for access to and use of the Safara Portal.
4. “Confidential Information” means information that either party (“Discloser”) discloses to the other party (“Recipient”) under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. “Confidential Information” does not include information that Recipient can document: (1) is independently developed by Recipient; (2) is rightfully given to Recipient by a third party without confidentiality obligations; or (3) becomes public through no fault of Recipient. Safara’s Confidential Information includes non-public information regarding features, functionality, and performance of the Safara Software, source code, Documentation, and Usage Data. Customer’s Confidential Information includes the Customer Data.
5. “Customer Data” means: (1) all data and content uploaded by Customer or Authorized Users to the Safara Portal or otherwise provided by Customer or Authorized Users to Safara in connection with this Agreement. “Customer Data” does not include Usage Data.
6. “Documentation” means Safara-provided user documentation relating to Safara Software (e.g., user manuals and online help files).
7. “Intellectual Property Rights” means all patent rights (including utility models), copyrights, moral rights, trademark and service mark rights, trade secret rights, and any other similar proprietary or intellectual property rights (registered or unregistered) throughout the world, together with all applications for any of the foregoing.
8. “Order” means an ordering document or online order specifying the Services to be provided under this Agreement that is entered into between Customer and Safara, including any addenda and supplements thereto.
9. “Scope Limitations” means any limitations on Customer’s use of Safara Software specified herein or in an Order.
10. “Services” means Safara’s provision of the Safara Portal and Guest access to the Booking Engine, including any related or other software and services; in each case, as may be described herein and in an Order.
11. “Site” means Customer’s consumer-facing website that Customer integrates (or intends to integrate) with the Booking Engine.
12. “Safara Portal” means Safara’s Booking Engine analytics, or other, online dashboard, portal, or other similar site made available to Customer in connection with this Agreement.
13. “Transaction Data” means data obtained through the Booking Engine relating to transactions between Customer and Guests, excluding Usage Data.
14. “Usage Data” means data relating to use of the Safara Software, or any Authorized User, Guest’s, or other end user’s use of any of the foregoing, that is aggregated and/or deidentified.
Services.
1. Orders. Each Order is subject to, and hereby incorporated into, this Agreement. If there is a conflict between this Agreement and an Order, this Agreement will control unless the Order states that a specific provision of this Agreement will be superseded by a specific provision of the Order.
2. Access to the Safara Portal. Subject to Customer’s payment of all Fees and compliance with this Agreement, Safara grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of the applicable Order to use the Safara Portal by its Authorized Users, solely in connection with Customer’s internal business operations and in accordance with any Scope Limitations and the Documentation. Safara may modify or update the Safara Portal from time to time to keep the Safara Portal current and relevant for its customer base generally.
3. Access to the Booking Engine. Subject to Customer’s payment of all Fees and compliance with this Agreement, Safara grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of the applicable Order to enable Guests to access and use the Booking Engine through the Site, solely in connection with Customer’s internal business operations and in accordance with any Scope Limitations and the Documentation. Safara may modify or update the Booking Engine from time to time to keep the Booking Engine current and relevant for its customer base generally.
4. Application License. Subject to Customer’s payment of all Fees and compliance with this Agreement, Safara grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the Term to reproduce, modify, and otherwise use each Application to integrate the Booking Engine into the Site and make the Booking Engine available to Guests, in each case, solely to facilitate Guest reservation bookings through the Booking Engine in connection with Customer’s business operations, and in accordance with any Scope Limitations and the Documentation.
5. Documentation. Subject to Customer’s payment of all Fees and compliance with this Agreement, Safara grants to Customer a worldwide, non-exclusive, non-transferable non-sublicensable license during the term of the applicable Order to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with Customer’s authorized use of the Safara Software.
6. Support. Subject to Customer’s payment of all Fees and compliance with this Agreement, Safara will use commercially reasonable efforts to provide technical support to Customer via email, during normal business hours, with the exclusion of U.S. federal holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours by emailing support@safara.com.
7. Subcontractors. Safara may use subcontractors or other third parties to perform its obligations under this Agreement, but Safara will remain responsible for all such obligations.
Restrictions and Responsibilities.
1. Use Restrictions. Except as expressly permitted in this Agreement, Customer will not, and will not permit or authorize third parties to: (1) license, sub-license, sell, transfer, distribute, share, rent, lease, or otherwise permit third parties to use the Application(s), Safara Portal, Booking Engine (collectively, “Safara Software”), or Documentation; (2) use the Safara Software or Documentation to provide services to third parties (e.g., as a service bureau); (3) use Safara Software or Documentation in any way that would violate the Scope Limitations or this Agreement; (4) circumvent or disable any security or other technological features of the Safara Software; (5) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Safara Software (except to the extent this restriction is prohibited by Applicable Law); (6) modify, translate, or create derivative works based on the Safara Software or Documentation; (7) remove any proprietary notices or labels from the Safara Software or Documentation; or (8) use or host the Safara Software in a manner that violates or attempts to circumvent Applicable Law; (9) use the Safara Software to transmit any content that is offensive, harassing, libelous, abusive, threatening, harmful, or otherwise objectionable; (10) use the Safara Software to distribute any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Safara Software; or (11) access the Safara Software to develop a competing product or service.
2. Authorized Users; Accounts. Customer is responsible and liable for all actions and inactions by its Authorized Users or by any third party that Customer or an Authorized User permits to access or use the Safara Portal, as if such action or inaction were an action or inaction of Customer. Customer is responsible for maintaining control over Customer’s account, including the confidentiality of any login credentials, and is responsible for all activities that occur on or through Customer’s account and its Authorized Users’ accounts. Customer will not, and will not permit Authorized Users to, share Authorized User account credentials, or use them in multiple locations at the same time.
3. Additional Responsibilities. Customer will: (1) procure, implement, and maintain any network connections, hardware, infrastructure, and third-party software licenses that are necessary for Customer to securely access the Safara Portal, enable Guests to security access the Booking Engine through the Site, and operate the Site; (2) configure the Site in compliance with all Applicable Law; (3) take reasonable precautions to prevent unauthorized access to, use, or disclosure of the Safara Software; and (5) prior to a Guest’s use of the Booking Engine in connection with this Agreement, require such Guest to affirmatively acknowledge and consent to (i) Terms of Service (or a similar document) that are at least as protective of Safara and the Safara Software as this Agreement; and (ii) a Privacy Policy that permits Safara to use Transaction Data in the manner contemplated in this Agreement. Customer is responsible and liable for all actions and inactions by its Guests use of the Booking Engine in connection with this Agreement, as if such action or inaction were an action or inaction of Customer. Safara is not responsible for performing, and is not liable for any failure to perform, any backup of Customer Data or Transaction Data.
Ownership; Licenses.
1. Safara IP. Safara and its licensors own the Safara Software, Documentation, and Usage Data, including all Intellectual Property Rights therein (the “Safara IP”). The Safara IP is protected by copyright law and other Applicable Law. No ownership rights in the Safara IP are transferred to Customer by this Agreement. Customer does not have any rights in or to the Safara IP except for the limited express rights granted in this Agreement.
2. Implementation-Related IP. If in the course of implementation, Safara develops any technology, processes, ideas, or other intellectual property or proprietary information, Safara will own the same and all Intellectual Property Rights therein (“Implementation-Related IP”) unless the parties explicitly agree otherwise in the applicable Order. Safara hereby grants Customer a non-exclusive, royalty-free, fully-paid, non-sublicensable license to use any Implementation-Related IP during the Term, solely as necessary for Customer to use the Safara Software in accordance with this Agreement.
3. Customer Data. Customer and its licensors own the Customer Data, including all Intellectual Property Rights therein. No ownership rights in the Customer Data are transferred to Safara by this Agreement. Safara does not have any rights to the Customer Data except for the limited express rights granted in this Agreement. Customer hereby grants Safara a worldwide, non-exclusive, irrevocable, royalty-free, fully-paid, sublicensable (to Safara’s third-party service providers) license to host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute Customer Data, in any media or distribution methods now known or later developed, in connection with this Agreement.
4. Transaction Data. Customer hereby grants Safara a worldwide, non-exclusive, irrevocable, royalty-free, fully-paid, sublicensable (to Safara’s third-party service providers) license to host, store, transfer, display, reproduce, modify, distribute, and otherwise use and process Transaction Data in connection with Guest’s use of the Booking Engine, and otherwise in connection with the Services, including, without limitation, using Transaction Data to analyze performance of the Booking Engine (and to publicly distribute the results of such analysis) and to increase the efficiency and ease of Guests’ future use of the Booking Engine.
5. Trademarks. Customer hereby grants Safara a worldwide, non-exclusive, irrevocable, royalty-free, fully-paid, sublicensable (to Safara’s third-party service providers) license to reproduce, display, and distribute Customer’s logos, name, trademarks, service marks, and other source identifiers that are provided to Safara by Customer, solely in connection with the integration of the Booking Engine with the Site as contemplated herein, and in accordance with any written usage guidelines Customer provides Safara.
6. Feedback. If Customer gives Safara feedback, comments, or suggestions concerning the Services (collectively, “Feedback”), Customer hereby assigns to Safara all right, title, and interest in and to the Feedback, and Safara is free to use the Feedback without payment, attribution, or restriction.
Usage Data. Safara may collect and analyze Usage Data and other information relating to the provision, use, and performance of various aspects of the Safara Software, and related systems and technologies (including information provided by third-party analytical tools). Safara may use Usage Data for any purpose, including to improve the Services and develop new products, services, features, and functionality.
Confidentiality. Each party as Recipient will take reasonable precautions to protect Discloser’s Confidential Information, and will not use (except as expressly permitted in this Agreement) or divulge to any third party any Confidential Information except to those employees and representatives of Recipient who have a need to know the Confidential Information to enable Recipient to perform its obligations under this Agreement. Recipient is responsible and liable for its employees’ and representatives’ compliance with this Section 6, as if their actions or inactions were an action or inaction of Recipient. The foregoing will not apply with respect to any Confidential Information five years after the disclosure thereof (or, with respect to trade secrets, for so long as such Confidential Information constitutes a trade secret under Applicable Law), or any Confidential Information that is required to be disclosed by Applicable Law.
Fees and Payment.

Customer will pay Safara all fees described in each Order (the “Fees”). Fees will be invoiced electronically and payable in advance on an annual basis unless otherwise specified in the applicable Order. Full payment is due upon receipt of invoice. If Customer believes that Safara has billed Customer incorrectly, Customer must notify Safara in writing no later than 30 days from the invoice date in which the error or problem appeared.
All Fees are non-refundable, except as otherwise specified in the applicable order.
Fees are based on services purchased and not actual usage, but Customer’s use of the Safara Portal or Application(s) and/or Guests use of the Booking Engine may be subject to usage limits in accordance with the package Customer selects. If Customer exceed its usage limits, extra charges may apply.
Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum amount permitted by Applicable Law, whichever is lower, plus all expenses of collection, and may result in immediate termination of access to the Safara Software. Customer will pay all Fees in U.S. Dollars. Safara may suspend access to the Safara Software if Customer fails to make any payment due within 10 business days after Safara provides notice of the failure. Suspension of the access to the Safara Software under this section does not relieve Customer of its payment obligations under this Agreement. Safara will not be liable to Customer nor to any third party for any suspension of access to the Safara Software pursuant to this section.

8. Term and Termination.

Term. The term of this Agreement will commence on the effective date of the first Order and will continue until terminated in accordance with this Agreement (the “Term”). If a term is not specified in an Order, the term of such Order will be 12 months. Upon expiration of an Order, the Order will automatically renew for a term equivalent to the initial term of such Order, unless otherwise specified in the Order or if either party notifies the other in writing of its desire to terminate the applicable Order at least 30 days before the expiration of the Order. Safara may change the Fees and Payment applicable to any renewal term with notice to Customer at least 60 days before the expiration of the Order.
Termination for Breach or Insolvency. Either party may terminate this Agreement or any Order, effective upon written notice to the other party, if the other party materially breaches this Agreement (or the Order) and such breach is incapable of cure, or (if such breach capable of cure) the breaching party does not cure such breach within 30 days of receiving notice of it. Safara may terminate or suspend this Agreement or any part of it immediately upon written notice to Customer without a cure period if Customer breaches Sections 3 (Restrictions and Responsibilities) or 6 (Confidentiality). Either party may terminate this Agreement, effective immediately upon written notice, if the other party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
Effect of Termination. Termination of this Agreement will automatically terminate all active Orders, but termination of a single Order will not result in termination of this Agreement or any other Orders. Upon the termination of this Agreement, or an Order, all rights and licenses granted by Safara to Customer under this Agreement or the applicable Order will terminate, and Customer will uninstall and delete any Safara IP and Implementation-Related IP from its (or its hosting provider’s) equipment. Either party’s termination of this Agreement is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating this Agreement in accordance with its terms.
Post-Termination Obligations. Upon any termination of this Agreement, Safara will make all Customer Data then held on Customer’s behalf by Safara pursuant to this Agreement available to Customer for electronic retrieval for a period of 30 days. After such period, Safara will delete any such Customer Data. If Customer terminates this Agreement for material breach or if Safara terminates this Agreement under Section 10.C (IP Infringement), Customer will pay a pro rata amount of the Fees for any terminated Services up to and including the last day on which the Services are provided. If this Agreement is terminated for any other reason, within 10 days after such termination, Customer will pay Safara all remaining Fees owed under any terminated Orders. The following sections of this Agreement will survive any expiration or termination of this Agreement: Sections 1 (Definitions), 3 (Restrictions and Responsibilities), 4 (Ownership; Licenses), 5 (Usage Data), 6 (Confidentiality), 7 (Fees and Payment), 8.C (Effect of Termination), 8.D (Post-Termination Obligations), 9.C (Disclaimer), 9.D (Non-Safara Reservation Systems), 10 (Indemnification), 11 (Limitations of Liability), 13 (Arbitration), and 15 (Miscellaneous).

9. Warranties and Disclaimer.

Mutual Warranties. Each party represents and warrants to the other that: (1) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; (2) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; and (3) the execution, delivery, and performance of this Agreement by the executing party does not violate the terms of any other agreement to which it is a party or by which it is otherwise bound.
Customer Warranties. Customer represents and warrants to Safara that: (1) Customer has the necessary rights, licenses, authorizations, and permissions to authorize Safara to use and otherwise process the Customer Data and Transaction Data and to integrate and operate the Booking Engine in accordance with this Agreement, and the foregoing does not and will not violate Applicable Law, including by infringing, misappropriating, or otherwise violating any third-party right, including any Intellectual Property Right or privacy right; (2) Customer’s operation of the Site does not and will not (i) violate any Applicable Law, or (ii) breach any agreement to which Customer is a party; and (3) Customer will use the Safara Software in compliance with the Documentation and Applicable Law.
Disclaimer. Except for the limited warranties described in this Section 9 (Warranties and Disclaimer), Safara makes no other express or implied warranties with respect to the Services, Safara Software, Implementation-Related IP, Documentation, or otherwise, and specifically disclaims all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights, merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice. Except for the limited warranties described in this Section 9, the Services, Safara Software, Implementation-Related IP, and Documentation are provided “as is.” Safara does not warrant that the Services, Safara Services, Implementation-Related IP, or Documentation will satisfy Customer’s requirements, are without defect or error, or that the operation of the Safara Software will be uninterrupted. Some jurisdictions do not allow the exclusion or limitation of warranties, so the above limitation or exclusion may not apply to Customer.
Non-Safara Reservation Systems. The Booking Engine relies on and requires integration with reservation systems and databases that Customer utilizes to enable Guests to book reservations for Customer’s products and services (“Non-Safara Reservation Systems”). Customer agrees and acknowledges that Safara does not control Non-Safara Reservation Systems and will not be in breach of this Agreement (or otherwise liable to Customer) for any loss of functionality or features of, or other adverse effect to, the Safara Software arising out of or relating to any malfunction of a Non-Safara Reservation System or change (including a loss) to Safara’s rights or ability to access or use a Non-Safara Reservation System (any such malfunction or change, a “Non-Safara Reservation Failure”). For the avoidance of doubt, Customer will not be entitled to any refund, credit, or other compensation under this Agreement for any loss or liability incurred as a result of a Non-Safara Reservation Failure. Without limiting the foregoing or anything else contained in this Agreement, Safara (1) does not warrant or provide support for Non-Safara Reservation Systems, whether or not they are designated by Safara as “recommended,” “certified,” or otherwise; (2) is not responsible for any violations of Applicable Law relating to Non-Safara Reservation Systems, or arising from Customer’s or a Guest’s use of a Non-Safara Reservation Systems; and (3) does not guarantee the continued availability of any Non-Safara Reservation Systems (or any integration with any Non-Safara Reservation Systems).

10. Indemnification.

By Safara.
1. Defense. At Customer’s option and request, Safara will defend Customer from any actual or threatened third-party claim, proceeding, suit, action, or inquiry arising out of or based on an allegation that Customer’s use of the Safara Software in accordance with this Agreement infringes any third-party Intellectual Property Rights (a “Safara Indemnifiable Claim”). If Customer requests Safara to defend it from any Safara Indemnifiable Claim, Customer will: (i) give Safara prompt written notice of the Safara Indemnifiable Claim; (ii) grant Safara full and complete control over the defense and settlement of the Safara Indemnifiable Claim; (iii) provide assistance in connection with the defense and settlement of the Safara Indemnifiable Claim as Safara may reasonably request; and (iv) comply with any settlement or court order made in connection with the Safara Indemnifiable Claim. Notwithstanding the previous sentence, Safara will not enter into any settlement that involves an admission of guilt or liability of Customer without Customer’s prior written consent. Customer may participate in the defense of a Safara Indemnifiable Claim at its own expense and with counsel of its own choosing.
2. Indemnification. Safara will indemnify Customer from and pay: (i) all damages, costs, fines, judgments, expenses, and attorneys’ fees reasonably incurred by Customer in any Safara Indemnifiable Claim; (ii) all amounts that Safara agrees to pay to any third party to settle any Safara Indemnifiable Claim.
By Customer.
1. Defense. At Safara’s option and request, Customer will defend Safara and its officers, directors, employees, agents, service providers, licensors, and affiliates (collectively, the “Safara Indemnified Parties”) from any actual or threatened third-party (including by a Guest) claim, proceeding, suit, action, or inquiry arising out of or based on Company’s breach of Sections 3.C (Additional Responsibilities) or 9 (Warranties and Disclaimer) (a “Customer Indemnifiable Claim”). If Safara requests Customer to defend it from any Customer Indemnifiable Claim, Safara will: (i) give Customer prompt written notice of the Customer Indemnifiable Claim; (ii) grant Customer full and complete control over the defense and settlement of the Customer Indemnifiable Claim; (iii) provide assistance in connection with the defense and settlement of the Customer Indemnifiable Claim as Customer may reasonably request; and (iv) comply with any settlement or court order made in connection with the Customer Indemnifiable Claim. Notwithstanding the previous sentence, Customer will not enter into any settlement that involves an admission of guilt or liability of Safara without Safara’s prior written consent. Safara may participate in the defense of a Customer Indemnifiable Claim at its own expense and with counsel of its own choosing.
2. Indemnification. Customer will indemnify the Safara Indemnified Parties from and pay: (i) all damages, costs, fines, judgments, expenses, and attorneys’ fees reasonably incurred by the Safara Indemnified Parties in any Customer Indemnifiable Claim; and (ii) all amounts that Customer agrees to pay to any third party to settle any Customer Indemnifiable Claim.
IP Infringement. If any Safara Software is held to infringe (or if Safara reasonably believes will be held to infringe) any third-party Intellectual Property Rights, Safara may, at its option and expense: (1) modify the applicable Safara Software to make it non-infringing; or (2) obtain a license that permits Customer (or if applicable, Guests) to continue using such Safara Software . If Safara does not believe either option is reasonably practicable, Safara may terminate this Agreement. Safara will have no obligation for any infringement of Intellectual Property Rights relating to any Safara Software to the extent arising out of: (i) use of the Safara Software in combination with other products or services; (ii) designs, requirements, or specifications required by or provided by Customer; (iii) use of the Safara Software in breach of this Agreement or outside the scope of the license granted to Customer; (iv) Customer’s failure to use the Safara Software in accordance with the Documentation; or (v) any modification of the Safara Software not made or authorized in writing by Safara. Section 10.A states Safara’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for the actual or alleged infringement of any third-party Intellectual Property Rights arising from Customer’s use of the Safara Software.

11. Limitations of Liability.

Exclusion of Damages. Except for damages resulting from gross negligence or willful misconduct, neither Safara nor its suppliers, officers, affiliates, representatives, contractors, or employees will be liable to Customer for any lost profits, loss of business, or loss of data, consequential, incidental, special, or exemplary damages arising out of or related to this Agreement, even if Safara is apprised of the likelihood of such damages occurring.
Damages Cap. Except for damages resulting from gross negligence or willful misconduct, Safara’s total liability of all kinds arising out of or related to this Agreement (including warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, will not exceed (1) with respect to any particular claim, the total amount paid by Customer to Safara during the six months immediately preceding the claim (determined as of the date of any final judgment in an action), or (2) in the aggregate, the total Fees paid or payable to Safara under this Agreement.
Basis of the Bargain. This Section 11 (Limitations of Liability) is to allocate the risks of this Agreement between the parties and will apply notwithstanding any failure of essential purpose . This allocation is reflected in the pricing offered by Safara to Customer and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this Agreement. The limitations in this Section 11 will apply notwithstanding the failure of essential purpose of any limited remedy in this Agreement.
Applicability. Some jurisdictions do not allow the exclusion or limitation of damages. This Section 11 (Limitations of Liability) will apply to Customer solely to the extent permitted by Applicable Law.

12. Insurance.

Each party will obtain and maintain throughout the Term comprehensive general liability insurance, professional liability insurance, and network security and privacy liability insurance in amounts that are commercially reasonable and customary for their respective operations. Each party will provide a copy of any such policy or a certificate evidencing the policy upon the other party’s written request.

13. Arbitration.

Any claim, dispute, or controversy between the parties arising out of or relating to this Agreement which cannot be satisfactorily settled by the parties will be finally and exclusively settled by binding arbitration (“Arbitration”) upon the written request of either party. The Arbitration will be administered under the American Arbitration Association’s Commercial Dispute Resolution Procedures in force when the notice of arbitration is submitted (the “Rules”). The Arbitration will be conducted by one arbitrator selected in accordance with the Rules. The seat of the Arbitration will be in New York, New York. The Arbitration will be conducted in English. The Arbitration award will be final and binding upon the parties, and judgment upon such award may be entered in any court having jurisdiction. The Arbitration proceedings and any award will be each party’s Confidential Information. The arbitrator’s award may include compensatory damages against either party but the arbitrator will not be authorized to and will not award punitive damages against either party. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties, and the decisions made by the arbitrator, including its awards, except as required by Applicable Law and to the extent not already in the public domain. Nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (A) seek injunctive relief in a court of law; or (B) to file suit in a court of law to address an intellectual property infringement claim.

14. Publicity

Safara may publicly list Customer as a customer of Safara and use Customer’s trademark, trade name, and logo for marketing or promotional purposes and in other communication with existing or potential Safara customers, resellers, or investors.

15. Miscellaneous.

Governing Law. This Agreement is governed by New York law without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Subject to Section 13 (Arbitration), all claims arising under this Agreement will be litigated exclusively in the federal or state courts of New York, New York. The parties submit to the jurisdiction in those courts. In any proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
Non-Solicitation. During the Term and for two years thereafter, Customer will not directly or indirectly solicit for employment or otherwise induce, influence, or encourage any employee or contractor of Safara to terminate their engagement with Safara. This Section 15.B will apply solely to the extent permitted by Applicable Law.
Injunctive Relief. If either party breaches Sections 3.A (Use Restrictions) or 6 (Confidentiality), the other party may suffer irreparable harm, and monetary damages may be inadequate to compensate the non-breaching party. Accordingly, either party may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach.
Further Assurances. Each party will execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide the other party the full benefits and rights described in this Agreement.
Assignment. Neither party may assign this Agreement or delegate its performance without the other party’s prior written consent, and any attempt to do so is void; except either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates. This Agreement is binding upon and inures to the benefit of the parties’ permitted successors and assigns.
Severability. If any provision of this Agreement or portion of a provision is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.
No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
Entire Agreement. This Agreement (including any Orders) constitutes the entire agreement and supersedes any other agreement of the parties relating to its subject matter (including any nondisclosure agreements entered into in anticipation of this Agreement). Any additional provisions (including any “click wrap” terms, terms referenced via URL, or otherwise) in any purchase order or other document provided by Customer will be void and have no binding effect on Safara, except as described in Section 2.A (Orders). No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, or supplement the terms of this Agreement.
Amendment. This Agreement may only be amended in a writing signed by both parties and stating that it is amending this Agreement.
Relationship. The parties are independent contractors of each other. Each party is responsible for instructing and managing its employees and personnel. This Agreement does not create any agency, partnership, or joint venture relationship between the parties.
No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement.
Notices. All notices under this Agreement must be in writing, and will be considered given: (1) upon delivery, if delivered personally or by internationally recognized courier service; (2) three business days after being sent, if delivered by U.S. registered or certified mail (return receipt requested); or (3) upon acknowledgement of receipt, if delivered by email. Either party may update its notice address by notice to the other party in accordance with this Section. All notices to Safara will be sent to the address and contact set forth in an applicable Order.
Force Majeure. Safara will not be liable for any delay or failure to perform under this Agreement as a result of any cause or condition beyond Safara’s reasonable control (a “Force Majeure Event”), so long as Safara uses reasonable efforts to avoid or remove those causes of delay or non-performance. If a Force Majeure Event causes Safara to delay or fail to perform its obligations under this Agreement for 30 consecutive days, either party may terminate this Agreement
Interpretation. If Safara provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail. Any heading, caption, or section title contained in this Agreement is for convenience only, and does not define or explain any provision. Any use of the term “including” or variations thereof should be construed as if followed by the phrase “without limitation.”
Counterparts. This Agreement may be executed in counterparts (which may be exchanged by email). Each counterpart should be considered an original, but all counterparts together should constitute the same Agreement.

Exhibit A

SKIPPER BOOKING ENGINE SERVICE LEVEL EXHIBIT

This Service Level Exhibit (this “Exhibit”) describes the operational standards provided by Safara. All capitalized terms used but not defined in this Exhibit have the meanings given in the Terms.

Definitions.
1. “Available” or “Availability” means the ability for a Guest to access the Booking Engine and book a reservation for Customer’s applicable products and services. The Booking Engine is considered unavailable when Customer’s are unable to book a reservation through the Safara Booking Engine.
2. “Excused Downtime” means when access to the Booking Engine is Available due to: (1) Scheduled Maintenance; (2) Customer’s or any Guest’s use of the Booking Engine in violation of the Agreement; (3) failures of Customer’s or any Guest’s internet connectivity or Customer’s or any Guest’s equipment, services, systems, or other technology; (4) failures of Safara’s third-party service providers (e.g., AWS); (5) without limiting the foregoing, a Non-Safara Reservation Failure; or (6) a Force Majeure Event.
3. “Scheduled Maintenance” means any scheduled outages or downtime for maintenance, upgrades, enhancements, or changes to the Booking Engine.
4. “Service Interruption” means access to the Booking Engine is not Available.
Service Levels.

Availability. During the Term, Safara will use commercially reasonable efforts to achieve Availability at least 99% of time as measured on a monthly basis, excluding Excused Downtime (the “Availability Requirement”).
Calculation of Availability. Availability in a particular month will be calculated as follows:
- a = [(b - c) - d] x 100 / (b - c)
- where:
- “a” means the percentage of Availability in the month;
- “b” means the total number of hours in the month;
- “c” means the total number of Excused Downtime hours in the month; and
- “d” means the total number of hours access to the Booking Engine is unavailable for reasons other than Excused Downtime in the month.
Scheduled Maintenance. Safara will use commercially reasonable efforts to schedule Scheduled Maintenance during the following times:
- Weekly Maintenance: Monday – Friday from 21:00 ET (night before) – 07:00 ET
- Weekend Maintenance: Friday 21:00 ET – Monday 07:00 ET
Credits. If (A) Safara fails to meet the Availability Requirement in any given calendar month, (B) Customer notifies Safara of such failure within 24 hours of the end of the month, and (C) Safara confirms the failure, then Safara will provide Customer a credit to Customer’s account equal to 1.5% of the Fees paid by Customer attributable to the month in with the failure occurred (each, a “Credit”) per incident that caused the service failure. An incident is only eligible for a Credit if the incident lasts more than 45 consecutive minutes. Accrued Credits may be applied to a future purchase or amount owing only. Credits may not be redeemed for cash payments. Credits will not exceed, in the aggregate, more than 50% of Fees in any one calendar month. To be eligible for Credits, Customer must be current on all Fee payments and must otherwise be in compliance with the Agreement.

Sole and Exclusive Remedy. Credits constitute Customer’s sole and exclusive remedy for Safara’ failure to meet the Availability Requirement.