ON-LINE PUBLISHING SERVICES AGREEMENT
Terms & Conditions

You (the “Member”) hereby agree to the following terms and conditions for the On-line Publishing and Display Services provided by Greatest Hotels Group, Inc. (“GHG”).

1.     Authorization of GHG.
        A.     Member hereby retains GHG as its agent in connection with the development of an on-line promotional campaign for Member’s hotel, utilizing GHG’s proprietary website and other on-line media. Member authorizes GHG to use the content and images presented by it for the purposes of this agreement. Submission by Member of its content and images shall constitute the approval of Member for GHG to develop and present an on-line display in GHG’s standard format, without further approval by Member.
        B.     GHG shall be deemed an independent contractor and nothing contained herein shall constitute employment, a joint venture, or a partnership.
        C.     Member hereby certifies that the information entered by it on the Greatest Hotels Member Form is true and accurate, and that the images uploaded by it (if any) are true depictions of the Member’s property or environs. GHG shall have no obligation to verify the content or images.

2.     GHG Services.
        GHG shall use its commercially reasonable efforts to create and implement an online promotional/display campaign utilizing the information and images provided by Member on GHG’s web site. GHG shall perform its services in a good and workmanlike manner in accordance with accepted industry standards.
        A.     GHG may manipulate, format or arrange the information and images for presentation on its web site; GHG shall not alter the content of the information or the images without the written consent of Member.
        B.     GHG shall present the information and images on its web site, for the benefit of Member, for the Term hereof.
        C.     GHG may engage independent contractors to assist in the preparation and presentation of Member’s material.
        D.     GHG shall use commercially reasonable efforts to have its website available 24 hours a day, 7 days a week, except for required maintenance downtime; however, GHG shall have no liability to Member for failure of the website to be available at any particular time.
        E.     GHG may undertake additional promotional efforts, including publishing blog or promotional pieces featuring Member’s property. GHG shall have no obligation to produce any such piece; if produced, the material shall be produced at GHG’s discretion. At Member’s request, GHG shall discontinue the display of any such material.
        F.     GHG shall, at the request of Member, update or refresh the material presented on the web site, using new content or images provided by Member.
        G.     GHG shall periodically analyze and report on the effectiveness of the traffic-generating campaigns.

3.     Effect of Approvals; Limitations on Liability; Disclaimers of Warranty
        A.     GHG’ SERVICES ARE AS IS AND CARRY NO WARRANTIES OF MERCHANTABILITY, FITNESS OF PURPOSE, OR NONINFRINGEMENT OF THIRD PARTIES’ RIGHTS. MEMBER AGREES THAT GHG SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF BUSINESS OR PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
        B.     MEMBER IS RESPONSIBLE FOR THE CONTENT AND IMAGES UPLOADED TO GHG. MEMBER IS THEREFORE LIABLE FOR ANY INFRINGEMENTS OF COPYRIGHT, TRADEMARK, PATENTS, TRADE SECRETS, RIGHT OF PUBLICITY, RIGHT OF PRIVACY, LIBEL, SLANDER, PRINTING ERRORS, DESIGN ERRORS, FALSE OR MISLEADING STATEMENTS, FALSE LIGHT, DISPARAGEMENT OF PRODUCTS, PERSONS OR COMPANIES, AND THE LIKE.
        C.     Member’s SOLE AND EXCLUSIVE REMEDY shall be limited to the workmanlike correction, in the ordinary course of business, of GHG’s errors at no charge for GHG’s services; Member remains responsible for third party costs necessary to effectuate the correction. In the event the “Sole and Exclusive Remedy” is not enforceable, then Member AGREES THAT GHG’S LIABILITY FOR ANY PARTICULAR CLAIM SHALL NOT EXCEED THE AMOUNT MEMBER PAID GHG FOR THE PARTICULAR SERVICE UPON WHICH THE CLAIM IS BASED, AND MEMBER PROMISES NOT TO SUE GHG FOR A GREATER AMOUNT.

4.     Out-of-Pocket Costs and Expenditures.
        A.     Expenditures. Member shall reimburse GHG for all costs incurred and expenditures made on Member’s behalf with prior approval.

5.     GHG’s Compensation.
        A.     Annual Contract. Monthly Fee.   Member shall commit to a one-year contract and pay a monthly fee to  GHG as set forth by the agreed upon terms of the respective contract. The monthly fee shall be paid in advance each month. Member shall pay by credit card, by recognized on-line payment service (e.g. Infusionsoft/Authorize.Net,etc.)
        B.    GHG reserves the right to modify the fee schedule at any time without notice to Member. Member may terminate this Agreement in the event of an increase in fees that exceeds 10%.

6.     Confidential Information.
        A.    The content and images provided by Member to GHG shall not constitute confidential information. It is not anticipated that either party will disclose to the other any confidential information in the course of this Agreement. However:
        B.    GHG agrees to maintain Member’s Confidential Information in confidence, unless or until the Confidential Information shall have been made public by an act or omission of a party other than GHG; or GHG receives such Confidential Information from a third party on a non-confidential basis.
        C.    “Confidential Information” means any content, image, or other communication which is conspicuously identified by Member at the time of disclosure as being “confidential” to Member.
        D.    GHG shall not be liable for disclosure of Confidential Information made in response to a facially valid order of a court or authorized GHG of government.

7.     Indemnification.
        A.     Subject to the Limitations on Liability set forth in section 3 above, GHG shall indemnify and hold the Member and its shareholders, directors, officers, employees, agents, parent companies, subsidiaries, and affiliates, harmless from and against any and all claims, liabilities, or damages arising from GHG’s breach of this Agreement.
        B.     Member hereby agrees to defend, indemnify, and hold GHG, and its shareholders, directors, officers, employees, agents, parent companies, subsidiaries, and affiliates, harmless from and against any and all claims, liabilities, or damages, and all costs, including reasonable attorney fees, arising from Member’s breach of this Agreement.

8.     Duration and Termination.
        A.    Term. This Agreement shall have an initial term of twelve (12) months; thereafter it shall continue month to month unless terminated by either party by notice to the other .
        B.    Termination. Either party may terminate this Agreement by delivering notice to the other party 30 (30) days prior to termination.
        C.     Either party may terminate this Agreement immediately upon notice if the other party is in material breach of any term of this Agreement.

9.      Ownership of Property and Materials.
        A.     Ownership. All content and images provided by Member shall remain the property of “Member. Any material independently developed by GHG (for example, blogs or written promotional pieces) shall be and remain the property of GHG.
        B.     Member’s License to Use. If Member is not in breach of this Agreement, then GHG grants Member a license to use the GHG’s material during the term hereof.
        C.     Member’s Limits on Use. Member promises not to use, or continue use of, the material produced by GHG following the termination of this Agreement without negotiating with GHG a license for such continued use.
        D.     Limits on GHG’s Use. GHG agrees not to use materials provided by Member for any use or purpose other than the on-line promotional campaign approved by Member hereunder.

10.    Assignment and Delegation. Neither party may assign any rights or delegate any duties hereunder without the other’s express prior written consent; provided however that GHG may subcontract portions of its duties in the ordinary course of business.

11.    Modification. This writing contains the entire agreement of the parties. No representations were made or relied upon by either party, other than those that are expressly set forth.

12.    Controlling Law. This Agreement shall be governed and construed in all respects by the substantive laws of the State of Florida. For any proceeding under or with respect to this agreement, the parties submit to the exclusive jurisdiction of the courts of Florida and the United States located in the County of Collier, Florida, and agree not to raise, and hereby waive, any objection to or defense based on the venue of any such court or based upon forum non-convenience.

13.    Waiver.  The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation  or breach, or of any future violation, breach or wrongful conduct.

14.    Notices.   All notices to the Member shall be sent to the email address identified by the Member. All notices to GHG shall be sent to [email protected]

15.    Force Majeure. Neither party shall have any liability to the other for delays or failures to perform due to causes beyond its reasonable control, including but not limited to acts of god, acts of government, flood, fire, earthquakes, tornadoes, civil unrest, acts of terror, strikes or other labor problems, computer, telecommunications, internet service provider or hosting facility failures or delays involving hardware, software or power systems, malicious code, denial of service attacks, and inability to obtain energy; provided, however, that it will resume performance as soon as reasonably practicable.

16.    Privacy.  We are the sole owners of the information collected on this site. We only have access to/collect information that you voluntarily give us via email or other direct contact from you. We will not sell or rent this information to anyone.

We will use your information to respond to you, regarding the reason you contacted us. We will not share your information with any third party outside of our organization, other than as necessary to fulfill your request, e.g. to create and implement an online promotional/display campaign.

Unless you ask us not to, we may contact you via email in the future to tell you about specials, new products or services, or changes to this privacy policy.