Roomer Travel Ltd. and its affiliates (“Roomer", "we", "our", or the "Company") welcome you (“Meeting Planner", "you") to sell your inventory of hotel room reservations available for sale (the "Inventory") in our easy an intuitive platform and thus avoiding burdensome and exaggerated cancellation fees (the "Roomer Partner Network Extranet"), all as can be found on website at www.roomertravel.com (the “Site”) to our online marketplace where, alongside making reservations at prime destinations at competitive prices offered by our partners and affiliates, Users can buy and sell unused and non-refundable hotel reservations, allowing the sellers to avoid burdensome and exaggerated cancellation fees and allowing the buyers to enjoy incredibly low prices for exclusive hotel reservations (the "Service"), all as can be found on our website at www.roomertravel.com (the “Site”). Each of Meeting Planner and Roomer may also be referred to individually as a "Party" or collectively as the "Parties".

Please be aware that all the information you share with us during your registration to the Site is collected and stored with us as further detailed in our Privacy Policy. You may only use the Service in accordance with the terms and conditions hereunder.

By entering to, connecting to, accessing or using the Service and/or Site, you acknowledge that you have read and understood the following terms of use including the terms of the Privacy Policy (collectively, the "Terms") and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Service and/or Site and you acknowledge that these terms constitute a binding and enforceable legal contract between Roomer and you. Please note that accepting these terms shall mean also accepting Roomers Terms of Use and Privacy Policy.

During the Term of this Agreement, Meeting Planner shall enable Roomer to retrieve, implement, utilize and display the Inventory within and through the Service.

Subject to the terms and conditions of this Agreement, Roomer hereby grants Meeting Planner and Meeting Planner hereby receives a non-exclusive, non-sub-licensable and non- transferable limited license to upload Inventory through Roomer Partner Network Extranet.

Roomer may, at its sole discretion, use and/or display the Inventory within and through the Service or Site.

Roomer Partner Network Extranet allows its users to upload multiple hotel rooms at a onetime easy and intuitive way. You will be asked to provide the terms and conditions relating to such reservations, including without limitation, price, room type, dates, special offers, additional charges, photos, and cancellation policy ("Reservation Data").

The Meeting Planner shall ensure that the Inventory, including all Reservation Data contained therein, is: (i) up-to-date, correct and accurate; (ii) does not contain any fraudulent, deceptive, unfair, indecent, obscene or pornographic materials, hate speech and/or any illegal subject matter or activities under any applicable laws; and (iii) does not incorporate any materials that infringe or assist others to infringe on any privacy right, copyright, trademark, trade secret, patent or any other intellectual property right of a third party.

Meeting planner shall implement and maintain reasonable measures to ensure that only authorized personal have access to its account and/or login credentials (i.e. username and/or password) and will not furnish any login credentials to any third party without prior written consent of Roomer

With respect to any Transaction for which the accommodation has actually been provided to the purchaser by the Meeting Planner (“"Consumed Transaction"”), Meeting Planner will be entitled to 85% of the Net Revenue Roomer actually received in connection with a Consumed Transaction (the “Compensation”). Payment will be transferred via bank transfer or via any other mean at Roomer’s sole discretion ten (10) business days after the checkout dates of the hotel guests who bought the Inventory. 

"Net Revenue" shall mean the revenues actually received by Roomer through the Service, less all taxes, duties, charge-backs, cancellations, refunds, money transfer fees, and credit card fees. "Transaction" shall mean the sale of Inventory supplied to Roomer directly by Meeting Planner under this Agreement, through Roomer Partner Network Extranet.

All payments made to Meeting Planner under this Agreement are inclusive of any VAT and/or sales, withholding, use, and turnover taxes. Meeting Planner shall be responsible for any and all taxes, duties and impositions imposed on Meeting Planner resulting from this Agreement, other than taxes based on Roomer's net income. In the event Roomer is required to withhold taxes from any payments made to Meeting Planner in accordance with applicable law, Roomer shall be entitled to withhold and deduct such amounts from the payments made to Meeting Planner.

Notwithstanding anything to the contrary in this Agreement, Meeting Planner will not be entitled to any Compensation resulting from a Void Transaction.  Roomer may deduct and offset any Compensation payment previously made to Meeting Planner for such Void Transaction from subsequent Compensation payments to Meeting Planner. "Void Transaction" shall mean a Transaction that is subsequently cancelled, refunded, charged back, disputed by the traveler, results from fraudulent or other unlawful activity, or for which Roomer does not receive payment.

Notwithstanding anything to the contrary in this Agreement, Meeting Planner will not be entitled to any Compensation resulting from a Transaction (i) for the resale of Inventory that has already been sold once, entitling Meeting Planner to receive payment in connection with the original sale of such Inventory, or (ii) that otherwise entitles Meeting Planner to receive commission fees from Roomer under any other agreement between Meeting Planner and Roomer (e.g., in the event Meeting Planner submits non-cancellable Inventory that was already purchased once, and the re-sale of such Inventory through the Service entitles Meeting Planner to a commission under a separate agreement between the Parties).

The compensation shall constitute the sole and exclusive consideration due Meeting Planner in connection with this Agreement.

Any sale of Inventory made through the Service shall be made in accordance with, and subject to the Reservation Data submitted by Meeting Planner in connection with such Inventory.

Notwithstanding anything to the contrary contained in any agreement between Meeting Planner and a third party, including Roomer’s terms of use and privacy policy, Meeting Planner hereby authorizes Roomer, where required, to change the guest name on any Inventory sold through the Service to the name of the purchaser of the Inventory. Meeting Planner further undertakes that it will make best efforts to assist Roomer, where required, to amend the name on any Inventory sold through the Service.

Meeting Planner undertakes to honor and fulfill any Inventory sold over the Service, in accordance with the Reservation Data submitted by Meeting Planner in connection with such Inventory, including in cases where the Reservation Data submitted by Meeting Planner contained technical and non-technical errors and inaccuracies.

In the event that Meeting Planner is unable to accommodate Inventory sold through the Service despite its best efforts, Meeting Planner shall immediately (i) notify Roomer in writing, and (ii) offer an alternate reservation of substantially similar or better geography, at the same rate and under the same terms as the original Inventory ("Alternate Inventory"). Roomer shall have the longer of, (i) twenty four hours from receipt of the Alternate Inventory offer from Meeting Planner, or (i) up until twenty four hours prior to the consummation date of the original Inventory, to accept or decline the Alternate Inventory offer. In the event the Alternate Inventory offer is accepted, the Consideration due Meeting Planner in connection with the Alternate Inventory shall be reduced by fifty percent (50%). In the event the Alternate Inventory offer is rejected, Meeting Planner shall not be entitled to receive any Consideration in connection with the unfulfilled Inventory.

Any confidential information and/or proprietary information or data provided by one party (“Discloser”) to the other party (“Recipient”), including any information that, based on the circumstances under which it was disclosed, a reasonable person would treat it as confidential shall be deemed “Confidential Information” of the Discloser. Confidential Information shall not, without first obtaining the discloser's written consent, be released by the Recipient to anyone except an employee or agent that has a need to know and that is bound by confidentiality obligations at least as strict as those contained herein, but in no event less than a reasonable confidentiality standard. Recipient shall not use any portion of Confidential Information provided by the Discloser for any purpose other than those provided for under the Agreement.

The provisions of this Confidentiality section shall survive the expiration or termination of the Agreement.

Roomer retains all right, title and interest in and to the Service, and any derivatives thereof, including any intellectual property rights therein or related thereto.

Meeting Planner retains all right, title and interest in and to the Marks, Inventory, the Reservation Data, and the Content including any intellectual property rights therein or related thereto.

Each of the Parties hereby represents and warrants that (a) it has the right and authority to enter into this Agreement and to comply with and perform its obligations under this Agreement; and (b) it has not entered into any other agreements inconsistent with its performance under this Agreement.

Meeting Planner warrants and represents that (i) it is the sole and exclusive owner of the Inventory, the Reservation Data, and/or any part thereof, and any related copyrighted, trademarked and/or otherwise protected content and materials included therein (collectively, the "Meeting Planner IP"); (ii) it has the full right, authority and license to use, utilize and license the Meeting Planner IP, and to grant Roomer the License; and (iii) the Meeting Planner IP does not infringe upon or otherwise violate any rights, including the intellectual property rights, of any third party.

To the extent that the Inventory contains any personal data, Meeting Planner warrants and represents that it has the full right, authority and consents, including without limitation through its applicable privacy policies, to disclose the personal data to Roomer, and to permit Roomer to use the personal data in connection with the offer, display and sale of Inventory through the Service.

Each Party agrees to indemnify, defend and hold the other Party and its directors, officers, employees and agents harmless from and against any and all costs, liabilities, expenses, judgments, damages and other losses (including, without limitation, reasonable professional legal advisers’ fees, costs, judgments, awards, settlement amounts and expenses with respect thereto) arising from any third party claim or action that is caused by, or results from a breach or alleged breach of the respective Party’s representations, warranties or obligations contained in this Agreement.

EXCEPT FOR CLAIMS ARISING OUT OF BREACH OF CONFIDENTIALITY AND DATA PROTECTION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OR FOR LOSS OF DATA, REVENUE, PROFIT, OR SAVINGS OF ANY PARTY, INCLUDING THIRD PARTIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR CLAIMS ARISING OUT OF BREACH OF CONFIDENTIALITY AND DATA PROTECTION OBLIGATIONS, AND CLAIMS UNDER THE SECTION DEALING WITH INDEMNIFICATION OR IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ALL CLAIMS ARISING IN CONTRACT, EQUITY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT) ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000). NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT THE LIABILITY OF A PARTY WITH RESPECT TO DEATH OR PERSONAL INJURY ARISING OUT OF ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR FOR ANY REPRESENTATIONS MADE FRAUDULENTLY.

Meeting Planner agrees not to take or omit to take any action which may affect Roomer's relationship with other hotels and Meeting Planners of hotel reservations. Meeting Planner agrees not to cause or permit to be done anything which may cause Roomer to be excluded from the process of booking with any hotel, and Meeting Planner shall not in a negative or detrimental way speak (i.e. badmouth) of or comment on (the business of) Roomer and shall not persuade, induce or attempt to induce any hotel to terminate its contract with or reduce its dealings and business with Roomer.

Jurisdiction & Misc.

This Agreement is governed by New York law, excluding conflict of laws principles. The courts of New York, NY shall have exclusive jurisdiction over any matter arising in connection with this Agreement. All appendices to this Agreement are an integral part hereof; Nothing in this agreement or in the business or dealings between the parties shall be construed to create a joint venture, employ-employer relationship or partnership; Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God; This Agreement shall bind and inure to the benefit of each Party's permitted heirs, successors and permitted assigns. This Agreement may not be assigned by either Party without the prior written consent of the other Party not to be unreasonably withheld; except, that either Party may assign this Agreement without consent to any purchaser of all or substantially all of such Party’s assets or to any successor by way of merger, consolidation or similar transaction. Any purported assignment in violation of this Section will be null and void.

The use of Roomer Partner Network Extranet will be governed by these Terms of Use, Roomer’s Privacy Policy as amended from time to time and Roomers General Terms of Use as amended from time to time.