MyRatesMagic® is a registered brand of RJB SYSTEMS LIMITED (HE 345658) a Cyprus based company.
A person or company specified in the inception order (the “Licensee”) and RJB SYSTEMS LIMITED, a company incorporated in Cyprus, having its registered offices at 15 Michail Koutsofta Street, Mesa Geitonia, 4000 Limassol, Cyprus (“RJB” or the “Licensor”) hereby agree to be bound by this agreement, (the “Agreement”).
- Scope of Services. RJB hereby grants and Licensee hereby accepts, a worldwide, non-exclusive, non-transferable, revocable, limited, non-sub-licensable and non-assignable right to access the platform MyRatesMagic® operated by RJB (the “Platform”), during the Term (as defined below), for the exclusive purpose of analyzing hotel rates data related to the hotels operate by the Licensee (the “License”). The term “Platform” shall include any services provided by RJB by means of the Platform (the “Services”), and any documentation, updates, upgrades, modifications and/or improvements thereof all to the extent provided by RJB hereunder. The Platform is hosted by RJB through the Amazon Web Services. Under the License, Licensee shall be granted with the relevant credentials to access the Platform. Licensee shall be solely responsible for the integration of its own computer systems with the Platform. Licensee shall not be permitted to integrate any software with the Platform unless authorized to do so by RJB. Licensee shall restrict access to the Platform solely to its authorized users and shall use all reasonable endeavors to prevent any unauthorized access or use thereof, and, in the event of any such unauthorized access or use, promptly notify RJB.
- Reservation of Rights; Restrictions. All intellectual property rights in and to the Platform and RJB’s Services and any part thereof, including all software, databases and other aspects and technologies related to the Platform and the Services and any and all derivatives, changes and improvements thereof are and shall remain exclusively owned by RJB. Except as expressly stated herein, this Agreement does not grant Licensee any rights to the Platform or Services. Licensee shall not, and shall not allow any third party to (i) copy, alter, merge, modify, adapt, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform or Services in any form or media or by any means (ii) attempt to decompile, or reverse engineer or discover the source code of the Platform; (iii) sell, share, sub-license, lease, assign, transfer the rights granted herein with any third party (including without limitation Licensee’s affiliates, subsidiaries or customers); (iv) use the Platform to provide third parties with any services; (v) access all or any part of the Platform in order to build a product or service which competes with the Services; (vi) make statements or representations concerning RJB, its business, the Platform its use and/or fitness for a particular purpose; (vii) represent that it possesses any proprietary interest in the Platform or contents RJB’s rights with respect to the Platform or Services. Licensee further undertakes not to take any actions that (a) would disable the Platform or impair in any way its operation; or (b) would prevent or interfere with RJB’s or any of its user’s access to or use of the Platform or Services. For avoidance of doubt, the Platform constitutes a trade secret of RJB and Licensee shall keep any and all non-public information with respect to the Platform under strict confidence.
- Licensee Data. As between the parties, Licensee owns and retains all right, title and interest in and to all data and information derived from Licensee’s uses of the Platform (“Licensee Data“). Licensee hereby grants RJB a license to Licensee Data hereunder including a license to store, record, transmit, maintain, and display Licensee Data only to the extent necessary for providing the Services. Licensee acknowledges and agrees that Licensee Data may be stored on external cloud servers operated and managed by global third party cloud service providers, as customary in the industry. Licensee further acknowledges and agrees that Licensee Data may be transferred or stored outside the country where Licensee and/or the authorized users are located in order to carry out the Services. Licensee shall maintain back up for Licensee Data and shall ensure that it is entitled to transfer the relevant data to RJB so that RJB may lawfully use, and transfer the Licensee Data in accordance with this Agreement. RJB shall be entitled to delete and destroy all copies of data once the Agreement is terminated with or without cause. Licensee represents and warrants to RJB that (i) it has the right to use the Licensee Data and permit RJB to use it for all purposes in connection with this Agreement; (ii) all Licensee Data has been and will be legally acquired in accordance with all applicable data protection laws and privacy standards; (iii) it shall not knowingly use the Platform in manner that is unlawful or infringes a third party’s intellectual property rights or privacy rights. Licensee acknowledges that it shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Licensee Data. Licensee Data shall constitute confidential information of Licensee and shall be used by RJB in accordance with this Agreement, provided however, that any information which: (i) is now or subsequently becomes generally available in the public domain through no fault of RJB, (ii) was obtained from third party without restriction; and/or (ii) is independently developed by RJB, shall not be considered confidential information of Licensee.
- Support. RJB may provide support to Licensee, according to such standards of support and service levels as may be agreed by the parties in writing. Licensee acknowledges that RJB may update/upgrade the Platform from time to time, at its sole discretion. Support shall be limited to the most updated version of the Platform.
- Limited Warranty. Licensee acknowledges that the Services are based on information, data, requirements and content provided by Licensee. RJB represents that the Platform shall substantially perform in accordance with its functional specifications (subject to any updates/upgrades of the Platform to the extent implemented by RJB). RJB does not warrant, however, that use of the Platform will be uninterrupted or that the operation of the Platform will be error-free or secure. RJB shall make reasonable efforts to repair any errors in the Platform within the scope of its standard support and maintenance of the Platform. LICENSEE ASSUMES SOLE RESPONSIBILITY FOR CONCLUSIONS AND DECISIONS MADE BY LICENSEE IN RELIANCE UPON ANY OUTPUT RESULTING FROM USE OF THE PLATFORM. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION ABOVE, THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, MERCHANTABILITY, NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL RJB BE RESPONSIBLE FOR ANY FACTORS AFFECTING PERFORMANCE OF THE PLATFORM OR SERVICES, WHICH ARE BEYOND ITS REASONABLE CONTROL INCLUDING, BUT NOT LIMITED TO, INTERRUPTION OF SERVICE DUE TO INTERNET CONNECTIVITY, THIRD PARTY SERVICE PROVIDERS AND THE LIKE.
- Professional Services. At Licensee’s written request and subject to a mutually agreed statement of work (“SOW”) RJB may provide professional services to Licensee with respect to the Platform (“Professional Services”). In such event, Licensee shall first furnish RJB with a written request detailing the nature of the required services and Licensor may, at its discretion, provide such Professional Services either directly and/or through a third party designated by RJB. RJB shall provide Licensee with a cost estimate, and subject to the Licensee’s approval of such cost estimate, the parties shall agree on an SOW which shall include the substance and timeframe of the Professional Services (i.e. specifications, milestones, costs and other specific terms). For the removal of doubt, it is hereby clarified that RJB is under no obligation to render Professional Services to Licensee.
- Fees. Licensee shall pay RJB the Setup Fee and Monthly License Fees (and other fees if applicable) according to the payment terms all shall be set out in the inception order for the Services signed by the Licensee and RJB. Such fees may be adjusted by RJB at its sole discretion by giving to the Licensee at least 30 days prior written notice. Unless otherwise agreed in writing, all fees shall be non- refundable. Licensee acknowledges that payment of the Monthly Fee shall commence as of commencement of use of the Platform. Licensee is solely responsible for payment of any taxes resulting from the acceptance of the License. If any such taxes are required to be withheld, Licensee shall pay an amount to RJB such that the net amount payable to RJB after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement. Any payment not paid when due shall bear interest at the rate of 1.5% per month (but no more than the maximum rate allowed by applicable law), and shall constitute sufficient cause for RJB to immediately suspend performance and terminate this Agreement.
- Indemnification. (A) RJB shall defend at its expense, indemnify and hold Licensee harmless from and against any and all finally awarded damages, expenses and liabilities incurred by Licensee arising from a third party’s claim alleging that the Platform infringes such third party’s intellectual property rights; provided that Licensee’s use of the Platform is in accordance with this Agreement and applicable laws and regulations and such infringement did not result from Licensee’s negligence, fraud or wilful misconduct. The foregoing constitutes Licensee’s sole remedy and RJB’s sole liability for any infringement claims. (B) Licensee shall defend at its expense, indemnify and hold RJB harmless from and against any and all finally awarded damages, expenses and liabilities incurred by RJB and/or any affiliate thereof in connection with any and all third party claims, demands, or actions arising out of Licensee’s unauthorized use of the Platform, violation of applicable laws and/or arising out of Licensee’s Data and/or RJB’s use thereof as permitted herein; provided that such claim did not result from RJB’s wilful misconduct. (C) As a condition to the indemnity set forth above, the indemnified party shall provide the indemnifying party prompt notice of any such claim made against it, and grant the indemnifying party sole control of the defense in such claim.
- Use of Licensee’s Marks and Press Release. Licensee hereby agrees that RJB may use the Licensee’s name and logo solely for the purposes of the Services and for marketing purposes. RJB may include the Licensee’s name and logo in Licensor’s customers list published on Licensor’s website as well as in any relevant marketing material. Licensee grants the right to Licensor to publish a press release, if it will choose to, pending approval of wording by the Licensee.
- Term; Termination. The term for the Agreement shall be 1 (one) calendar year from the commencement date specified in the inception order (“Term”). The Term shall be automatically renewed at the end of each year, unless either party notifies the other party that it does not wish to renew the license at least 30 days prior to the end of the then current Term. The Licensor may terminate this Agreement for convenience at any time by giving to the Licensee at least 30 days’ prior notice. Either party may terminate this Agreement for cause at any time by giving written notice to the other party if: (i) the other party breaches a material provision of this Agreement and fails to cure the breach within thirty (30) days after being notified thereof or immediately if the breach is not capable of cure; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party; or any petition by or on behalf of such party is filed under any bankruptcy or similar laws. Upon termination of this Agreement for any reason whatsoever, Licensee will immediately pay all fees due and cease all access and use of the Services and the Platform. Sections 2, 3, 7, 9, 10, and 12 shall survive any termination of this Agreement.
- Remedies. Without derogating from any other remedies available under law or in equity, Licensee acknowledges that any violation of RJB’s intellectual property (including breach of Section 2 herein) may cause irreparable harm and significant injury to RJB that may be difficult to ascertain, and RJB will have the right to seek and obtain immediate injunctive relief to enforce such rights without the necessity of proving actual damages and without the necessity of posting bond or making any undertaking in connection therewith.
- Assignment. This Agreement may not be assigned by Licensee without the prior written consent of RJB. RJB may assign this Agreement at its discretion.
- Governing Law. This Agreement shall be governed and construed in accordance with the laws of Cyprus. The courts of Cyprus shall have exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement. The Parties agree that the courts of Cyprus is the most convenient forum to resolve any disputes hereunder, and waive any defence that may be available to them on the grounds of forum non conveniens or any similar doctrine.
- Entire Agreement. The parties agree that this Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes all prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement.
- Waiver. Any waiver of any right or default hereunder shall be effective only if made in writing and in the instance given and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion.
Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be delivered to the addresses/fax/email set forth in the preamble to this Agreement in the case of the Licensor, and, in the case of the Licensee, to the address/fax/e-mail of the Licensee specified in the relevant inception order.