Last updated:  September 12th, 2024

THIS TERMS AND CONDITIONS FOR PLATFORM ACCESS AND DATA LICENSE (“TERMS AND CONDITIONS”) IS MADE AND ENTERED INTO BY AND BETWEEN RELOQUEST, INC. (“RELOQUEST”) AND THE CUSTOMER (“CUSTOMER”) THAT ACCEPTS THIS TERMS AND CONDITIONS. THE EFFECTIVE DATE OF THIS TERMS AND CONDITIONS IS THE SAME AS THE DATE THAT CUSTOMER ACCEPTS THIS TERMS AND CONDITIONS. THE PERSON WHO ACCEPTS THIS TERMS AND CONDITIONS REPRESENTS AND WARRANTS TO RELOQUEST THAT SUCH PERSON HAS BEEN DULY AUTHORIZED TO ACCEPT THIS TERMS AND CONDITIONS ON BEHALF OF CUSTOMER AND CUSTOMER HEREBY ACCEPTS AND AGREES TO BE BOUND BY THIS TERMS AND CONDITIONS. RELOQUEST AND CUSTOMER ARE EACH REFERRED TO AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES”.

WHEREAS, ReloQuest aggregates corporate housing data from global markets and makes such aggregated data available to customers for customer selected markets (“Aggregated Data”) via ReloQuest’s online data subscription platform (“Platform”); and

WHEREAS, Customer desires to access and use the Platform to view and use Aggregated Data for markets selected by Customer (“Select Data”), and ReloQuest desires to provide Customer with access to and use the Platform to view the Select Data, pursuant to this Terms and Conditions.

NOW, THEREFORE, in consideration of the terms and conditions set forth in this Terms and Conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ReloQuest and Customer hereby agree as follows:

1. PLATFORM AND DATA.
   1. Platform Access.  In consideration for Customer paying ReloQuest the License Fee (as defined below), and pursuant to this Terms and Conditions, Customer may access and use the Platform to view the Select Data during the Term (as defined below) (“Platform Access”).
   2. Data License.  In consideration for Customer paying ReloQuest the License Fee, and pursuant to this Terms and Conditions, ReloQuest hereby grants Customer with a limited, non-exclusive, non-sublicensable, and non-transferable right and license to view and use the Select Data during the Term (“License”).
   3. Data Availability. During the Term, ReloQuest will cause the Select Data to be available for the Customer to view and use via the Platform.
   4. Data Disclaimers.  The Select Data provided through the Platform is intended to assist Customer in making informed decisions based on market trends and dynamics. However, it is important to acknowledge that variations in Select Data may occur due to factors such as the filters applied, demand fluctuations, market seasonality, and other criteria. While ReloQuest works diligently to provide comprehensive data for all bedroom types, Customer should be aware that the availability of data for specific categories, such as studios and 3 bedrooms, may, at times, be subject to more limitations. These limitations can be influenced by factors beyond ReloQuest’s control, including, but not limited to, the level of market activity, data source availability, and regional peculiarities. Customer is encouraged to use discretion and consider the inherent variability in market conditions when interpreting and using the Select Data as the fluctuations in data availability don’t constitute a breach or refund. By accessing and using the Platform, Customer acknowledges and accepts the inherent uncertainties in market data, understanding that the information provided is subject to change and may not always reflect real-time conditions. Customer should conduct additional research and analysis as Customer deems necessary.
   5. Restrictions. Without the express written consent of ReloQuest, Customer shall not, directly or indirectly, in whole or in part, do or attempt to do any of the following (collectively, the “Restrictions”):
      • use the Select Data in any way which violates the License, this Terms and Conditions, or any applicable law, rule or regulation.
      • decompile, adapt, modify, or otherwise create derivative works based on the Platform or Select Data.
      • assign, rent, lease, sublicense, sell, pledge, encumber or otherwise share or transfer the Platform Access or License.
      • assign, rent, lease, redistribute, sublicense, sell, pledge, encumber or otherwise share or transfer the Select Data.
      • use the Platform Access to forge headers or otherwise manipulate identifiers related to the Service.
      • use, remove, alter, obscure, translate, combine, supplement, or otherwise change any screen display, patent, copyright or trademark marking, disclaimer, version or release number, or serial number which is present in, displayed by, or provided in connection with, the Platform Access or Select Data.
      • frame, link, or otherwise use a method to give the appearance that you are authorized to display the Platform for others.
      • probe, scan, or test the vulnerability of the Platform.
      • act as a service bureau to third parties or act as an outsource agent or outsource provider for third parties, or otherwise utilize the Platform for the benefit of any third party.
      • use any information from the Platform for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.
      • enable high volume, automated, electronic processes through the Platform.
      • use any robot, spider, data miner, crawler, scraper, or other automated means to access or index the Platform or Select Data.
      • interfere with or disrupt the Platform or servers or networks connected to the Platform.
      • violate any requirements, procedures, policies, or regulations of networks connected to the Platform.
      • interfere with the use of the Platform by ReloQuest or other users of the Platform.
      • bypass, breach, disable or defeat or attempt to do any technological safeguard, restricted access, or other protection used by, or in connection with, the Platform.
      • register anywhere in the world any copyright, patent, trademark or any other intellectual property right in or for the Platform or any of the Select Data.
      • block, contest or otherwise dispute anywhere in the world a ReloQuest registration of, or ReloQuest from registering, any copyright, patent, trademark or any other intellectual property right in or for the Platform and/or Select Data.
      • use the Platform or Select Data to solicit customers or potential customers of ReloQuest or interfere with the relationship between ReloQuest and customers or potential customers of ReloQuest.
      • use the Platform or Select Data to compete with either ReloQuest’s corporate housing search, request and booking business or ReloQuest’s corporate housing data business.
   6. Personal Information.  All personal information provided by Customer or otherwise collected by ReloQuest in connection with Customer’s access to and use of the Platform is governed by this Terms and Conditions, including ReloQuest’s Privacy Policy (“Privacy Policy”).
   7. Intellectual Property Rights.  Customer acknowledges and agrees that the Platform and the Select Data are owned by, and subject to the intellectual property rights of, ReloQuest. Except as otherwise specifically set forth in this Terms and Conditions, nothing in this Terms and Conditions creates any interest in or license to the Platform or Select Data. Other than the Platform Access, no other rights are provided with respect to the Platform. The Select Data is licensed, not sold, pursuant to this Terms and Conditions. All rights not specifically granted pursuant to this Terms and Conditions are expressly reserved by ReloQuest.
2. LICENSE FEE.
   1. In consideration for the Platform Access and License, Customer shall pay ReloQuest a License fee (“License Fee”) per the plan (“Plan”) pricing offered by ReloQuest and selected by Customer (“Plan Pricing”). ReloQuest may modify the Plan Pricing prior to the start of any Renewal Term upon providing Customer with at least fifteen (15) days prior, written notice.
   2. Payment. For payment in full Plans, Customer shall pay ReloQuest the License Fee in advance for the Term (i) on or before the Effective Date for the Initial Term; and (ii) on or prior to the first day of the applicable Renewal Term for each Renewal Term.. Customer hereby agrees that the entire Licensee Fee for the applicable Plan period is deemed earned and due and payable in advance on or before the first day of the applicable Initial Term or Renewal Term, as applicable. License Fees are non-refundable. Any payment not received by ReloQuest on or before the due date will bear interest commencing on the original due date until paid in full at the lesser of one and one half percent (1.5%) per month or the maximum rate allowed by applicable law. All amounts shall be paid and payable by Customer to ReloQuest without right of setoff, deduction or demand. Customer shall pay for all collection costs (including, without limitation, reasonable attorneys’ fees and costs) incurred by ReloQuest with respect to any amounts past due by Customer pursuant to this Terms and Conditions.
   3. Taxes. If any taxing or governmental authority asserts that ReloQuest should or should have collected taxes from Customer for the Platform Access, License and/or Select Data, then, to the extent not previously paid, Customer hereby agrees to pay ReloQuest such taxes within thirty (30) days of receipt of written notice.
3. TERM AND TERMINATION.
   1. Term. The initial term (“Initial Term”) of this Terms and Conditions will commence on the Effective Date and continue for a period of the Customer selected Plan, and thereafter this Terms and Conditions will automatically renew for successive periods of the Customer selected Plan (each, a “Renewal Term” and collectively with the Initial Term, the “Term”) unless and until this Terms and Conditions is terminated pursuant to the terms of this Terms and Conditions.
   2. Termination. Either Party may terminate this Terms and Conditions at the end of the Initial Term or any Renewal Term upon providing the other Party at least fifteen (15) days written notice prior to the end of the Initial Term or then-current Renewal Term. If a Party materially breaches this Terms and Conditions, then the other Party may terminate this Terms and Conditions immediately if the other Party fails to cure such breach within five (5) days of receipt of written notice from the non-breaching Party. In addition to any other remedy available to ReloQuest, ReloQuest reserves the right, at its sole discretion, to immediately suspend the Platform Access and License upon written notice to Customer if Customer materially breaches this Terms and Conditions. For purposes of clarity, and without limitation, the failure to comply with a Restriction or timely pay a License Fee is deemed a material breach of this Terms and Conditions. ReloQuest may terminate this Terms and Conditions at any time upon providing thirty (30) days prior, written notice to Customer if ReloQuest determines, in its sole discretion, that licensing Aggregated Data to customers via the Data Platform is not a viable business venture (“Non-feasible Termination”). If ReloQuest terminates this Terms and Conditions as a result of a Non-feasible Termination, then ReloQuest will refund to Customer any License Fees received by ReloQuest for periods of the Term that were terminated early.
   3. Events Upon Termination. On the expiration or earlier termination of this Terms and Conditions, in addition to any remedies a Party may have (i) the Platform Access and the License will immediately terminate; (ii) Customer shall immediately cease accessing the Platform; and (iii) Customer shall immediately pay ReloQuest any and all License Fees due ReloQuest through the date of expiration or earlier termination.
4. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE SET FORTH IN THIS TERMS AND CONDITIONS, THE PLATFORM AND SELECT DATA ARE PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND RELOQUEST SPECIFICALLY DISCLAIMS AND MAKES NO WARRANTY, WHETHER EXPRESS OR IMPLIED, REGARDING THE PLATFORM AND SELECT DATA, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, AND QUIET ENJOYMENT. RELOQUEST ALSO SPECIFICALLY DISCLAIMS ANY WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PLATFORM OR SELECT DATA. RELOQUEST DOES NOT WARRANT THE RESULTS THAT WILL BE OBTAINED BY CUSTOMER’S USE OF THE SELECT DATA, THAT THE SELECT DATA WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS, OR THAT DEFECTS IN THE SELECT DATA WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE GIVEN BY RELOQUEST OR AN AUTHORIZED REPRESENTATIVE OF RELOQUEST SHALL CREATE A WARRANTY WITH RESPECT TO THE SELECT DATA. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER’S USE OF THE SELECT DATA IS AT CUSTOMER’S OWN DISCRETION AND RISK. Customer acknowledges and agrees that this disclaimer of warranties was specifically bargained for and are acceptable to Customer and that Customer’s willingness to agree to this disclaimer of warranties is material to ReloQuest’s decision to enter into this Terms and Conditions. This disclaimer of warranties will be enforceable to the maximum extent permitted by applicable law.
5. LIMITATION ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF RELOQUEST, IF ANY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER WITH RESPECT TO THE PLATFORM ACCESS, LICENSE,  SELECT DATA, AVAILABILITY OF THE SELECT DATA, OR OTHERWISE RELATED TO THE SELECT DATA OR THIS TERMS AND CONDITIONS (INCLUDING, WITHOUT LIMITATION, THE PRIVACY POLICY), WHETHER BASED ON BREACH OF CONTRACT, NEGLIGENCE, INFRINGEMENT OF ANY THIRD PARTY RIGHTS, PRODUCT LIABILITY, INDEMNITY, SUBROGATION OR CONTRIBUTION, AND REGARDLESS OF THE LEGAL THEORY, SHALL NOT EXCEED THE ACTUAL LICENSE FEES PAID TO RELOQUEST BY CUSTOMER WITH RESPECT TO THE SELECT DATA WHICH SUCH CLAIM IS MADE DURING THE THEN IMMEDIATELY PAST TWELVE (12) MONTHS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNDER NO CIRCUMSTANCE WILL RELOQUEST BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF DAMAGES FOR SUBSTITUTE SERVICES, LOSS OF USE, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF PRIVACY, LOSS OF DATA, LOSS OF OPPORTUNITY, OR OTHER INTANGIBLE LOSSES (EVEN IF RELOQUEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), AND/OR THE CLAIMS OF CUSTOMER OR ANY THIRD PARTY, OR FOR ANY OTHER REASON WHATSOEVER. RELOQUEST ASSUMES NO RISK AND SHALL BE SUBJECT TO NO LIABILITY FOR DAMAGES OR LOSS RESULTING FROM THE SPECIFIC USE OR APPLICATION MADE OF THE SELECT DATA. Customer acknowledges and agrees that this limitation of liability was specifically bargained for and is acceptable to Customer and that Customer’s willingness to agree to this limitation of liability is material to ReloQuest’s decision to enter into this Terms and Conditions. This limitation of liability will be enforceable to the maximum extent permitted by applicable law.
6. GENERAL.
   1. Entire Agreement; Amendment. This Terms and Condition, which includes the Privacy Policy (which is hereby incorporated into and made a part of this Agreement by this reference), constitutes the entire understanding and agreement between ReloQuest and Customer with respect to the transactions contemplated by this Terms and Conditions and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter of this Terms and Conditions.
   2. Amendments and Modifications. ReloQuest may update this Terms and Conditions, including, without limitation, the Privacy Policy, at any time and from time to time by posting such updates on the Platform and either providing notice to the last e-mail address on record for Customer or providing Customer with notice by other similar means, including, without limitation, providing Customer with notice upon Customer’s next access to the Platform. If an update changes how ReloQuest uses your Personal Information or applicable law otherwise requires Customer’s consent, ReloQuest will also seek Customer’s consent prior to such update applying to Customer. Upon providing notice as noted above, updates which do not require Customer consent will be effective regardless of whether Customer’s consent is obtained.
   3. No Waiver. No waiver of any provision of this Terms and Conditions or any rights or obligations of any Party under this Terms and Conditions will be effective, except pursuant to a written instrument signed by the Party or Parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
   4. Assignment. Customer may not assign or transfer this Terms and Conditions or any right, interest or obligation set forth in this Terms and Conditions, without the prior written consent of ReloQuest.
   5. Binding Effect. This Terms and Conditions shall be binding upon, inure to the benefit of, and be enforceable by the Parties and their successors and permitted assigns. This Terms and Conditions shall not be construed to give any person other than the Parties any legal or equitable right, remedy or claim under or with respect to this Terms and Conditions.
   6. Cumulative Remedies.  Except as provided in this Terms and Conditions, no remedy made available to either Party by any of the provisions of this Terms and Conditions is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Terms and Conditions or now or hereafter existing at law or in equity or by statute or otherwise.
   7. Governing Law, Venue and Jurisdiction. This Terms and Conditions shall be governed by, and construed in accordance with, the laws of the State of Florida (without giving effect to principles of conflicts of laws). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. For any legal proceeding or equitable action arising out of or otherwise relating to this Terms and Conditions, the Parties hereby expressly consent to the (i) venue of Broward County, Florida, and each Party hereby expressly waives any objection to such venue based upon forum non-conveniens or otherwise; and (ii) jurisdiction of the state and/or federal courts in and/or for Broward County, Florida, USA.
   8. Prevailing Party Attorney’s Fees. The prevailing party in any legal proceeding or proceeding seeking injunctive relief arising out of or related to this Terms and Conditions will be entitled to an award of their reasonable attorney’s fees and costs (including, without limitation, all taxable and non-taxable costs, and all fees and costs to determine the amount of fees and costs to be awarded) incurred prior to any such legal proceeding or proceeding seeking injunctive relief, as well as at all levels of trial and appeal.
   9. JURY TRIAL WAIVER. THE PARTIES EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY FOR ANY ACTION OR PROCEEDING ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATING TO THIS TERMS AND CONDITIONS. THE PARTIES EACH, ON THEIR OWN BEHALF (I) CERTIFY THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (II) AGREES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS TERMS AND CONDITIONS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS WAIVER OF JURY TRIAL.
   10. Irreparable Harm; Injunctive Relief. The Parties acknowledge that any breach of this Terms and Conditions will result in irreparable harm to the other Party.  Each Party agrees that, the other Party will be entitled to seek injunctive relief for any such breach.
   11. Severability. In the event that any provision of this Terms and Conditions is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Terms and Conditions shall remain valid and enforceable according to its terms.
   12. Independent Contractor Status. This Terms and Conditions shall not be interpreted as a joint venture or partnership between ReloQuest and Customer. The Parties acknowledge and agree that the Parties are independent of each other, and each Party is responsible for sits own employees, personnel and taxes.
   13. Notices. Any notice or other communication required or permitted to be given under this Terms and Conditions shall be given in writing and delivered in person, delivered by a nationally-recognized overnight courier service, or by email to the intended recipient at the address specified below and shall be deemed given upon receipt. Either Party may from time to time change its address by giving the other Party notice of the change in accordance with this section.

       1. If to ReloQuest:

          1. ReloQuest, Inc.
             Attention: Legal Department
             2700 S Commerce Pkwy., Suite 205
             Weston, Florida 33331
             Email: legal@reloquest.com

       2. If to Customer:

          1. To the address on record with ReloQuest.

   14. Survival. All payment obligations incurred pursuant to this Terms and Conditions and each of the provisions in Sections 1.D, 1.E, 1.F, 1.G, 2.B, 2.C, 3.C, and 4 through 6 of this Terms and Conditions will survive the expiration or earlier termination of this Terms and Conditions.
   15. Counterparts; Electronic Signature and Version. This Terms and Conditions may be executed in multiple counterparts, each of which will be deemed an original and of equal force and effect, and all of which taken together shall constitute one and the same instrument. This Terms and Conditions may be executed with either a digital signature or via other electronic means. Each Party reserves the right to maintain an executed copy of this Terms and Conditions in electronic form only, and each Party hereby agrees that a print-out of such electronic form of this Terms and Conditions will be deemed an original for all purposes relating to the enforceability this Terms and Conditions.