Proprietary Information:

  1. Certain proprietary data that each party will be disclosing to the other party or which a party will otherwise acquire during the course of this Agreement is owned by the disclosing party including, without limitation, customer information, order history and data lists (the “Proprietary Information”). The Proprietary Information will remain the property of the disclosing party. Proprietary Information of Client shall include, without limitation, data obtained from the Client.

  1. Upon termination or expiration of this Agreement, or any extension hereof, the receiving party will return all Proprietary Information and copies thereof to the disclosing party at the disclosing party’s request within five business days. The receiving party will sign an affidavit that the receiving party has retained no copies of Proprietary Information.

Term, Termination, & Renewal:

  1. This agreement is valid for the term of the contract as outlined in the advertising insertion order and/or the RezEZ Agreement, and, unless earlier terminated as provided herein, shall automatically renew for successive one (1) year periods unless either party notifies the other in writing no less than thirty (30) days that it does not wish to renew this agreement. If Client or SV defaults in the observance or performance of any of the covenants, provisions or conditions in this Agreement and such default shall continue uncured for a period of thirty (30) days after notice by certified mail is received specifying such default, then the party giving such notice can cancel this Agreement.

Rate Increases:

  1. Monthly rates will remain the same for the duration of the initial contract period. StateVentures reserves the right to change pricing during the automatic renewal period(s) with 30 days written notice to Client. .

Limitation of Liability:

  1. It is the responsibility of Client to proof and correct any errors or omissions to the Web Site, Email System, RezEZ or other program and scripts designed for Client by SV. SV agrees to promptly correct any mistakes of its own accord upon notification from Client of such mistakes. As such, to the maximum extent permitted by applicable law, SV and its affiliates assume no liability for any indirect, consequential, incidental, special, punitive or other damages whatsoever (including, without limitation, loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of or related to this agreement or the SV service, SV systems, advertising, server outages, hosting, email service downtime, errors in or omissions of services or any other information therein (or any component of any of the foregoing) even if Client has been advised of the possibility of such damages. In the event that SV does not honor the terms of this agreement, the sole recourse of Client is termination of this agreement.


  1. All systems and services provided by SV are provided “as is” without warranty of any kind. To the maximum extent permitted by applicable law, SV disclaims all express, implied, statutory and other warranties of any kind, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, custom, trade, quiet enjoyment, accuracy of informational content, or system integration, or any warranties arising under any other legal requirement, SV does not warrant that the SV service, Systems, servers or any other component thereof is error-free or will operate in an uninterrupted manner.

Intellectual Property:

  1. Any and all systems developed by SV shall at all times remain the exclusive property of SV . Systems include, but are not limited to, software, databases programs/engines, custom content, Email Marketing Systems, databases and scripts of any kind developed and/or provided by SV for Client’s use. Client is permitted to use Systems during the term of this agreement, but at no time have any ownership of Systems. Upon termination of this advertising agreement for any reason, Client has no ownership rights to the Systems designed for it by SV and loses all rights to use any Systems.


Agreement:

  1. With respect to its subject matter, this Agreement together with the Advertising Insertion Order and/or the RezEZ Agreement contain the parties’ entire understanding, superseding any prior agreements and understandings. There are no representations, warranties, promises, inducements, restrictions, stipulations, or obligations other than those expressly set forth in the Agreements mentioned above.

Reporting:

  1. Once Client’s advertising campaign is live, information will be emailed to Client on how to view reports and access information. The email address for this information will be the email address as outlined in signature panel below and/or the signature panel on the Insertion Order or RezEZ agreement. It is the Client’s responsibility to change and/or update his/her email accounts with SV .

Billing & Payments:

  1. Billing schedules for Advertising clients are negotiable and will be outlined in the Advertising Insertion Order.
  1. Billing schedules for Service clients are negotiable and will be outlined in this Agreement.

  1. Billing for sales made through the RezEZ reservation system will be billed to Client at the end of the month in which the stay was completed. It is the responsibility of the Client to adjust and/or cancel reservations in the system made through the system prior to billing if changes are necessary. The Client assumes responsibility for the accuracy of adjusted bookings and invoices. SV is dedicated to outstanding customer service and views customers booking through RezEZ as their customers first. SV reserves the right to contact said customers for customer service checks, etc. If SV discovers that stays were completed at Client properties, regardless of original property booked, and if Client cancelled and/ or adjusted these reservations in the system or on the invoice inaccurately, payment for these sales will be expected and there will be a penalty assessed to the Client by SV not to exceed 100% of the sales fees as outlined in the original RezEZ agreement for the original channel used by the customer for the original sale. Occasional errors will be discussed and SV reserves the right to take no action and charge no penalty to Client. However, if a pattern of errors develops and/or consistent inaccuracies exist on invoices produced by SV for RezEZ sales for Client for a period of more than 3 months, SV reserves the right to require payment on all future invoices based on the average percentage of each invoice paid by all hotels using the RezEZ system. SV will determine this rate at its sole discretion.

  1. Payment is due upon receipt of bill. After 30 days, the bill will be considered past due and a 1.5% interest fee will be added each month to the past due amount. If partial payments are made, each payment is expected in advance of the ad run. When total bill is $250 or less, payment is expected in full prior to ad run.

  1. If an invoice has not been paid after 60 days, SV will remove a client’s advertising from the site without additional notice. The client’s account can be reinstated through payment and the client’s advertising can go back up as contracted.

Client hereby agrees to the Terms and Conditions as laid out above and in the Advertising Insertion Order and/or RezEZ Agreement. Client expects services to be delivered by SV for the term of this Agreement and for all subsequent contract periods until this agreement is terminated in the manner described above. Client agrees to pay Ocean City Marketing, LLC the amount stated herein:

Signing the Insertion Order and/or the RezEZ License Agreement constitutes acceptance of these Terms & Conditions.