ArrivalGuides AB (“ArrivalGuides”), a company incorporated in Sweden (org. No 556406-1124), having it's registered address at Lilla Bommen 6 Gothenburg, and the Destination Partner listed below (each a “Party”, together “the Parties”), have this day entered into this destination partner agreement.
ArrivalGuides provides “Distribution Partners” such as airlines, OTAs, media sites, booking sites and hotel chains, with an online destination information solution (“ArrivalGuide Solution”). The content in the ArrivalGuide Solution is updated regularly by tourist organizations in ArrivalGuides Destination Admin - CMS (“AGDA”) The Destination Partner takes responsibility over its geographic region (the “Destination”).
- UNDERTAKINGS BY ARRIVALGUIDES
The package that ArrivalGuides and the Destination Partner have agreed upon contains the following parts:
- Destination information - the Destination Partner has the right to control and update the destination information that is published in ArrivalGuides global network and in channels such as online, video, PDF and several applications through AGDA (ArrivalGuides Destination Admin - CMS).
- Training - ArrivalGuides will provide training to Destination Partner’s staff in connection with the implementation and start-up of the AGDA (CMS) tool. Subsequent to the initial training, each training session for administration staff may be billed at an additional cost.
- UNDERTAKINGS BY DESTINATION PARTNER
The Destination Partner agrees to the following:
- The Destination Partner appoints ArrivalGuides as its official partner for purposes of this Agreement and gives ArrivalGuides the right to refer to and communicate this relationship to any third party during the terms of this Agreement.
- The Destination Partner agrees to utilize AGDA to supply destination information such as texts, photos and maps according to guidelines provided by ArrivalGuides.
- The Destination Partner undertakes to update the material (on at least a monthly basis) to ensure that content is accurate, fresh and inspiring with images, texts and upcoming events.
- ArrivalGuides have the right to utilize all of Destination Partner’s advertsing and promotional materials including text, graphics, photos, designs, trademarks, or other artwork throughout the ArrivalGuides network and in any marketing/advertising for the ArrivalGuides network. Destination Partner grants ArrivalGuides a non-exclusive, perpetual right to utilize Destination Partner’s text, graphics, photos, designs, trademarks, or other artwork supplied to ArrivalGuides, including after the end date of any running agreements.
- The ArrivalGuide Solution remains the property of ArrivalGuides and ArrivalGuides obtains and/or preserves all intellectual rights relating to the ArrivalGuides Solution. Destination Partner unconditionally warrants and guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to ArrivalGuides are owned by ArrivalGuides, or that the Destination Partner has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend ArrivalGuides its succesors and assigns from any liability (including attorney's fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Destination Partner.
The initial term of this Agreement shall be three years commencing on the date the Destination Partner signs this Agreement. This Agreement shall automatically renew for successive three-year terms unless the Destination Partner gives written notice to terminate ninety (90) days prior to the anniversary date. The Parties acknowledge and agree that this notice requirement is a reasonable notice requirement, and that the automatic renewal provision for like periods, is, likewise, reasonable.
- Destination Partner agrees that interest shall accrue on any overdue balance at the rate of eighteen percent (18%) per annum.
- European Union Companies Only:
- There will be a 20% interest charge on late invoices from the contracted maturity date.
- After 2013-03-16, a delayed payment penalty fee of 43 EUR according to Swedish law 1981:739 will be charged.
- If no VAT number is supplied below, ArrivalGuides must invoice the legally required VAT (Only valid within the European Union).
In case of late payment, a penalty fee will be charged at a rate of 20% interest of the original price.
ArrivalGuides may terminate this Agreement immediately if Destination Partner fails to make any payment when due or in the event Destination Partner is the subject of any bankruptcy proceeding.
In the event of late payment by more than 30 days by the client, ArrivalGuides reserves the right to limit or stop the clients access to the ArrivalGuides Solution
- INTELLECTUAL PROPERTY RIGHTS
All materials, including, but not limited to, the ArrivalGuides solution, any software, programs, source code and object code, comments to the source or object code, specifications, documents, abstracts and summaries thereof, any routines, methodologies, processes, libraries, tools or technologies created, adapted or used by ArrivalGuides in its business generally, including all associated intellectual property rights (collectively, the “materials”), shall be and remain the sole property of ArrivalGuides, and destination partner shall have no interest in or claim to the materials.
The parties agree to hold each other's proprietary or confidential information in strict confidence. The parties agree not to make each other's proprietary or confidential information available in any form to any third party or to use each other's proprietary or confidential information for any purpose other than as specified in this agreement. Each party's proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this agreement, the parties acknowledge and agree that their obligations of confidentiality with respect to proprietary or confidential information shall continue in effect for a total period of three (3) years from the effective date.
This clause does not apply to information, which the receiving Party can show by reference to documentary or other evidence
- is already public knowledge or which becomes public other than as a result of a breach of this Agreement, or
- is received from a third party who is not under an obligation of confidentiality in relation to the information, or was rightfully in its possession before the start of negotiations leading to this Agreement, or
- a Party is obliged to disclose due to applicable legislation, decisions/orders by authorities or courts, or due to the rules or practices of any recognized stock exchange applicable to such Party.
- AMENDMENTS AND ASSIGNMENTS
To be valid, amendments or changes to this Agreement shall be in writing and signed by both Parties or confirmed by email. Neither Party may assign, subcontract or otherwise transfer this Agreement or any of its rights and obligations under it whether in whole or in part without the prior written consent of the other Party.
- FORCE MAJEURE
For the purpose of this clause a “Force Majeure Event” means an event the occurrence of which is beyond the reasonable control of either Party, including (without limitation) the following: Act of God, explosion, earthquake or act of terrorism. If a Force Majeure Event occurs which prevents a Party ("the Affected Party") from performing any of its obligations to the other ("the Other Party"), or causes a delay in performance, the Affected Party shall not be liable to the Other Party and shall be released from its obligations to perform hereunder the extent that its ability to perform the Services has been directly affected by the Force Majeure Event, provided that the Affected Party notifies the Other Party in writing as soon as reasonably practical of the occurrence of the Force Majeure Event and the nature and likely duration of its impact upon the Other Party and provided that the Affected Party takes all reasonable steps to mitigate the impact of the Force Majeure Event. If the impact of the Force Majeure Event upon the Affected Party continues for a period of no less than 30 consecutive days the Affected Party may, by written notice, terminate this Agreement in whole (but not in part) with immediate effect.
- EXCLUSION OF INDIRECT DAMAGES
In no event will either party be liable under this agreement for any consequential, incidental, indirect, exemplary, special or punitive damages.
- CAP ON MONETARY LIABILITY
Except as to available liability insurance for the party at fault or in breach, in no event will either party’s liability under this agreement or any statement of work exceed the aggregate fees paid to the other party under this agreement.
- GOVERNING LAW
This Agreement is governed by and construed in accordance with Swedish law. The parties specifically agree that any and all disputes arising out of or in connection with the present Agreement shall be finally settled under Swedish law in a Swedish court of law.
Both parties certify having express authority to bind the cooperation.